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Q1 2009 Earning Report of Cadence Financial Corporation Q1 2009 Earning Report of Cadence Financial Corporation Document Transcript

  • CADE 8-K 4/17/2009 Section 1: 8-K (FORM 8-K) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 17, 2009 Date of Report (Date of earliest event reported) Cadence Financial Corporation (Exact Name of Registrant as Specified in Charter) Mississippi 1-15773 64-0694755 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 301 East Main Street Starkville, Mississippi 39759 (Address of Principal Executive Offices) Registrant’s telephone number, including area code: (662) 343-1341 N/A (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
  • Item 2.02 Results of Operations and Financial Condition. On April 21, 2009, Cadence Financial Corporation (“CADE”) issued a press release announcing preliminary financial information, prior to any impairment charges that may result from a pending review of goodwill under FASB Statement 142 (Goodwill and other Intangible Assets), for its first quarter ended March 31, 2009. The press release is attached as Exhibit 99.1 to this Form 8-K and is furnished to, but not filed with, the Commission. Item 8.01 Other Events. Cadence Bank N.A., a wholly owned subsidiary of CADE (the “Bank”), has entered into an agreement with The Office of the Comptroller of the Currency (“OCC”), effective April 17, 2009, to enhance the Bank’s risk management and planning processes. In the agreement, the Bank and its Directors will work with the OCC to formalize enhanced risks management programs to monitor problem loans, update the strategic plan to address the current economic environment, and reduce the Bank’s concentration of commercial real estate, among other practices and procedures. These enhancements improve the Bank’s infrastructure as it continues to serve its customers and meet the high standards for a national bank. The Bank exceeds the well capitalized definition of the bank regulatory agencies. In anticipation of the agreement, the Board of Directors of the Bank appointed a compliance committee to oversee these enhancements. That committee has been making progress for a number of weeks. We have a long term working relationship with the OCC and look forward to partnering with them to maintain the confidence of our customers as well as better serve our customers. The agreement is filed herewith as Exhibit 99.2 and is incorporated herein by reference. The foregoing description of the agreement is qualified in its entirety by reference to the text of the agreement. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description of Exhibit 99.1 Press release issued April 21, 2009 99.2 Agreement by and between Cadence Bank N.A. and The Office of the Comptroller of the Currency effective April 17, 2009
  • SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CADENCE FINANCIAL CORPORATION (Registrant) Date: April 21, 2009 By: /s/ Richard T. Haston Richard T. Haston Executive Vice President, Chief Financial Officer
  • EXHIBIT INDEX Exhibit Number Document Description 99.1 Press Release dated April 21, 2009 99.2 Agreement by and between Cadence Bank N.A. and The Office of The Comptroller of the Currency effective April 17, 2009 (Back To Top) Section 2: EX-99.1 (PRESS RELEASE DATED APRIL 21, 2009) EXHIBIT 99.1 Contact: Richard T. Haston For Immediate Release 662-324-4258 CADENCE FINANCIAL CORPORATION REPORTS PRELIMINARY FIRST QUARTER RESULTS STARKVILLE, Miss. (April 21, 2009) – Cadence Financial Corporation (NASDAQ: CADE), a bank holding company whose principal subsidiary is Cadence Bank, N.A., today reported its preliminary results for the first quarter ended March 31, 2009. The Company’s final results are pending a review of a potential impairment to goodwill as required by FASB Statement 142 (Goodwill and Other Intangible Assets). The Company expects to complete this review and report its first quarter results by May 11, 2009, the filing date for its quarterly report to the Securities and Exchange Commission. Cadence expects to report a net loss applicable to common shareholders of $17.6 million, or $1.48 per diluted share, for the first quarter of 2009, compared with net income of $2.8 million, or $0.23 per diluted share, in the first quarter of 2008. The preliminary 2009 results do not include any impairment charge that might result from the pending review. “Cadence’s first quarter loss was disappointing and reflects the impact of the economy on real estate based loans where we have experienced the majority of our losses,” stated Lewis F. Mallory, Jr., chairman and chief executive officer of Cadence Financial Corporation. “We had stated in earlier communications that we expected the next several quarters to be difficult. The quarter we have just completed is likely to be among the most serious of these. I want to assure our shareholders and customers that Cadence remains a well-capitalized bank, the highest regulatory rating for banks, and that our deposit accounts continue to be insured to the maximum amount provided by the Federal Deposit Insurance Corporation. We remain focused on managing the bank through this tough economy and expect Cadence to continue as a leading bank in the markets we serve.” First Quarter Results “Cadence’s first quarter loss was due to a significant increase in our loan loss provision to account for a higher level of charge-offs and an almost doubling in our allowance for loan losses from the fourth quarter of 2008,” stated Mr. Mallory. “We added $18.3 million to our allowance for loan losses to build our reserves and account for an increase in non-performing loans. We continue to be very conservative in accounting for problem loans in our portfolio and believe the increase in our allowance for loan losses is a proactive measure to insulate future earnings and our capital base. “Considering our first quarter loss, we initiated a review of goodwill as required by FASB Statement 142. We have hired an independent firm to review the valuation of goodwill and related assets on our balance sheet and plan to issue our final results as soon as the review is complete. Pending the outcome of the review, we are unable to determine if there will be an impairment charge or estimate the potential range of goodwill impairment. If the review determines that goodwill is impaired, it will result in a non-cash charge in the first quarter that will reduce earnings and reduce the value of goodwill and shareholders’ equity on the balance sheet. Goodwill is not considered a part of regulatory capital, and therefore any write down of goodwill will not affect our regulatory capital position,” continued Mr. Mallory. Goodwill was valued at $66.8 million on Cadence’s balance sheet as of March 31, 2009. -MORE-
  • CADE Reports Preliminary First Quarter Results Page 2 April 21, 2009 Net interest income declined 14.9% to $12.4 million in the first quarter of 2009 compared with $14.5 million in the first quarter of 2008. The decline in net interest income was due to a lower net interest margin that declined 50 basis points, partially offset by a 1.3% increase in average earning assets since the first quarter of 2008. Net interest margin was 2.73% for the first quarter of 2009 compared with 3.23% for the first quarter of 2008. Cadence’s provision for loan losses was $32.8 million in the first quarter of 2009 compared with $3.0 million in the first quarter of 2008. The increase was due to a higher level of charge-offs and a significant increase in the allowance for loan losses. Charge-offs totaled $14.4 million in the first quarter of 2009 and included two real estate development loans totaling approximately $11 million to one borrower. Net interest loss after provision for loan losses was $20.4 million in the first quarter of 2009 compared with net interest income after provision for loan losses of $11.5 million in the first quarter of 2008. At the end of the first quarter, the allowance for loan losses was $39.1 million, or 3.0% of total loans, compared with $15.0 million, or 1.1% of total loans, in the first quarter of 2008. The allowance totaled 88.5% of non-performing loans at the end of the first quarter of 2009. Gross loans totaled $1.29 billion at March 31, 2009, compared with $1.36 billion at March 31, 2008. “The increase in our allowance for loan losses strengthens our coverage of non-performing loans compared with the fourth quarter of 2008,” stated Mr. Mallory. “Non-performing loans rose to $44.2 million in the first quarter, up from $31.6 million in the fourth quarter. The majority of the increase was due to four real estate based loans totaling $12.5 million. Approximately 75% of Cadence’s loans are real estate based and this market remains under pressure from the economy, particularly in the residential development, construction and commercial real estate sectors. Almost all of our first quarter charge-offs and increases in non-performing loans are tied to these market sectors.” A large portion of Cadence’s first quarter increases in charge-offs and non-performing loans was attributable to the Middle Tennessee market where there is a higher concentration of large construction and development loans. At the end of the first quarter, Middle Tennessee accounted for 17% of total loans and approximately 13% of classified loans. “We continue to focus on reducing our exposure to construction loans that carry a higher risk in this economy,” continued Mr. Mallory. “Since the first quarter of last year, we have reduced 1-4 family speculative and land development loans by 59% to $189.8 million. During the first quarter, we implemented additional measures to reduce our construction loan portfolio, continued our moratorium on making additional construction loans, and increased our reviews of existing construction loans. We believe these measures will help minimize future losses in this sector until the economy improves and begins to absorb excess inventory.” Non-interest income was down 3.3% to $5.8 million in the first quarter of 2009 compared with $6.0 million in the first quarter of 2008. The decrease in non-interest income in the latest quarter was due to lower service charge fees, trust department income, mortgage loan fee income, insurance and commission income and a lower gain on the sale of securities compared with the 2008 period. Non-interest expenses increased 6.3% to $14.7 million in the first quarter of 2009 compared with the first quarter of 2008, primarily due to higher costs related to FDIC insurance costs and expenses related to other real estate owned (OREO). FDIC insurance costs increased from $64,000 in the first quarter of 2008 to $915,000 in the first quarter of 2009. OREO related costs increased to $562,000 in the first quarter of 2009 compared with $157,000 in the same quarter of the prior year. Salary expense was down 0.8% to $7.9 million and premises expenses were down 0.9% to $2.0 million compared with the first quarter of 2008. The decrease in salary and premises costs benefited from Cadence’s continued focus on cost controls. Any impairment charge arising from the pending review of goodwill would increase non-interest expense for the first quarter of 2009. Cadence expects its pre-tax loss for the first quarter of 2009 to be $29.3 million prior to any goodwill charge that may result from the pending review. This compares with pre-tax income of $3.7 million in the first quarter of 2008. -MORE-
  • CADE Reports Preliminary First Quarter Results Page 3 April 21, 2009 Net loss for the first quarter of 2009 is expected to be $17.3 million. Net loss applicable to common shareholders is expected to be $17.6 million, or $1.48 per diluted share. Results for the first quarter 2009 are prior to any impairment charge that may result from the pending review. This compares with net income of $2.8 million, or $0.23 per diluted share, in the first quarter of 2008. Cadence sold $44 million in senior preferred shares to the U.S. Treasury in mid-January 2009. The preferred shares pay a cumulative annual dividend rate of 5% for the first five years. Cadence’s first quarter 2009 loss applicable to common shareholders includes $322,000 in costs related to the preferred dividend and accretion related to the discount recorded in relation to the preferred stock. “The Treasury’s program was designed to provide healthy banks with new capital to build reserves during a soft economy. The $44 million addition to Cadence’s capital strengthens our already solid capital base,” stated Mr. Mallory. Book value per common share was $14.36 at March 31, 2009, compared with $16.56 at March 31, 2008. Shareholders’ equity was $212.9 million and $197.2 million at March 31, 2009 and 2008, respectively. The 2009 book value and shareholders’ equity may be adjusted pending the outcome of the review of possible goodwill impairment. Other Event To further improve our risk management and planning processes, Cadence and the Office of the Comptroller of the Currency (OCC) have mutually agreed to establish enhanced risk management programs to monitor problem loans, update our strategic plan to address the changing economic environment and reduce our concentration of commercial real estate. “We believe the expanded reviews, including those to track non-performing loans, commercial real estate, criticized assets and OREO will enhance our risk management during this difficult economic environment. In addition, we plan to undertake a complete update of our strategic plan to incorporate increased reviews of credit risks and lending practices to improve future earnings,” concluded Mr. Mallory. Conference Call Cadence Financial Corporation will provide an on-line, real-time webcast and rebroadcast of its first quarter results conference call to be held tomorrow, April 22, 2009. The live broadcast will be available on-line at www.cadencebanking.com under investor information as well as www.streetevents.com beginning at 11:00 a.m. (Eastern Time). The on-line replay will follow immediately and continue for 30 days. About Cadence Financial Corporation Cadence Financial Corporation is a $2.1 billion bank holding company providing full financial services, including banking, trust services, mortgage services, insurance and investment products in Mississippi, Tennessee, Alabama, Florida and Georgia. Cadence’s stock is listed on the NASDAQ Global Select Market under the symbol CADE. Forward-Looking Statements This press release contains statements that are forward-looking as defined within the Private Securities Litigation Reform Act of 1995. These forward-looking statements are provided to assist in the understanding of anticipated future financial results. However, such forward-looking statements involve risks and uncertainties (including uncertainties relating to interest rates, management and operation of acquired operations and general market risks) that may cause actual results to differ materially from those in such statements. For a discussion of certain factors that may cause such forward-looking statements to differ materially from the Company’s actual results, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, and other reports filed with the Securities and Exchange Commission. Cadence Financial Corporation is not responsible for updating the information contained in this press release beyond the published date, or for changes made to this document by wire services or Internet services. -MORE-
  • CADE Reports Preliminary First Quarter Results Page 4 April 21, 2009 CADENCE FINANCIAL CORPORATION ($ in thousands) 3/31/09 12/31/08 3/31/08 LOAN BALANCES BY TYPE: Commercial and Industrial $ 205,262 $ 219,236 $ 232,951 Personal 31,542 30,921 34,121 Real Estate: Construction 156,525 179,381 275,049 Commercial Real Estate 657,774 670,595 597,140 Real Estate Secured by Residential Properties 128,796 130,060 129,729 Mortgage 28,387 29,702 33,835 Total Real Estate 971,482 1,009,738 1,035,753 Other 84,733 68,434 60,975 Total $1,293,019 $1,328,329 $1,363,800 ASSET QUALITY DATA: Nonaccrual Loans $ 38,359 $ 28,173 $ 10,554 Loans 90+ Days Past Due 5,791 3,469 3,114 Total Non-Performing Loans 44,150 31,642 13,668 Other Real Estate Owned 19,208 18,691 13,746 Total Non-Performing Assets $ 63,358 $ 50,333 $ 27,414 Non-Performing Loans to Total Loans 3.4% 2.4% 1.0% Non-Performing Assets to Total Loans and OREO 4.8% 3.7% 2.0% Allowance for Loan Losses to Non-Performing Loans 88.5% 65.5% 109.9% Allowance for Loan Losses to Total Loans 3.0% 1.6% 1.1% Classified Assets to Capital 64.8% 54.5% 29.3% Classified Loans to Capital 55.7% 44.4% 21.8% Classified Loans to Total Loans 9.2% 6.2% 3.2% Loans 30+ Days Past Due to Total Loans (loans not included in non-performing loans) 3.2% 2.8% 1.7% YTD Net Chargeoffs to Average Loans YTD 1.1% 1.7% 0.2% NET CHARGEOFFS FOR QUARTER $ 14,434 $ 8,012 $ 2,904 INTANGIBLE ASSET AMORTIZATION FOR QUARTER $ 182 $ 145 $ 277 -END- (Back To Top) Section 3: EX-99.2 (AGREEMENT EFFECTIVE APRIL 17, 2009) EXHIBIT 99.2 AGREEMENT BY AND BETWEEN Cadence Bank, N.A. Starkville, MS and The Comptroller of the Currency Cadence Bank, N.A., Starkville, MS, (“Bank”) and the Comptroller of the Currency of the United States of America (“Comptroller”) wish to protect the interests of the depositors, other customers, and shareholders of the Bank, and, toward that end, wish the Bank to operate safely and soundly and in accordance with all applicable laws, rules and regulations.
  • The Comptroller, through his National Bank Examiner, has examined the Bank and the findings are contained in the Report of Examination (“ROE”) dated September 30, 2008. In consideration of the above premises, it is agreed, between the Bank, by and through its duly elected and acting Board of Directors (“Board”), and the Comptroller, through his authorized representative, that the Bank shall operate at all times in compliance with the articles of this Agreement. ARTICLE I JURISDICTION (1) This Agreement shall be construed to be a “written agreement entered into with the agency” within the meaning of 12 U.S.C. § 1818(b)(1). (2) This Agreement shall be construed to be a “written agreement between such depository institution and such agency” within the meaning of 12 U.S.C. § 1818(e)(1) and 12 U.S.C. § 1818(i)(2). (3) This Agreement shall be construed to be a “formal written agreement” within the meaning of 12 C.F.R. § 5.51(c)(6)(ii). See 12 U.S.C. § 1831i.
  • (4) This Agreement shall be construed to be a “written agreement” within the meaning of 12 U.S.C. § 1818(u)(1)(A). (5) This Agreement is entered into pursuant to 12 U.S.C. § 24a(e) and 12 C.F.R. § 5.39(j)(1). (6) All reports or plans which the Bank or Board has agreed to submit to the Assistant Deputy Comptroller pursuant to this Agreement shall be forwarded to the: Assistant Deputy Comptroller Birmingham Field Office 100 Concourse Parkway, Suite 240 Birmingham, AL 35244 ARTICLE II COMPLIANCE COMMITTEE (1) Within thirty (30) days of the date of this Agreement, the Board shall appoint a Compliance Committee of at least five (5) directors, of which no more than one (1) shall be an employee or controlling shareholder of the Bank or any of its affiliates (as the term “affiliate” is defined in 12 U.S.C. § 371c(b)(1)), or a family member of any such person. Upon appointment, the names of the members of the Compliance Committee and, in the event of a change of the membership, the name of any new member shall be submitted in writing to the Assistant Deputy Comptroller. The Compliance Committee shall be responsible for monitoring and coordinating the Bank’s adherence to the provisions of this Agreement. (2) The Compliance Committee shall meet at least monthly. (3) Within sixty (60) days of the date of this Agreement and quarterly thereafter, the Compliance Committee shall submit a written progress report to the Board setting forth in detail: (a) a description of the action needed to achieve full compliance with each Article of this Agreement; 2
  • (b) actions taken to comply with each Article of this Agreement; and (c) the results and status of those actions. (4) The Board shall forward a copy of the Compliance Committee’s report, with any additional comments by the Board, to the Assistant Deputy Comptroller within ten (10) days of receiving such report. ARTICLE III STRATEGIC PLAN (1) Within one hundred fifty (150) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank’s overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include: (a) a mission statement that forms the framework for the establishment of strategic goals and objectives; (b) an assessment of the Bank’s present and future operating environment; (c) the development of strategic goals and objectives to be accomplished over the short and long term; (d) an identification of the Bank’s present and future product lines (assets and liabilities) that will be utilized to accomplish the strategic goals and objectives established in (1 )(c) of this Article; 3
  • (e) an evaluation of the Bank’s internal operations, staffing requirements, board and management information systems and policies and procedures for their adequacy and contribution to the accomplishment of the goals and objectives developed under (1) (c) of this Article; (f) a management employment and succession program to promote the retention and continuity of capable management; (g) product line development and market segments that the Bank intends to promote or develop; (h) an action plan to improve bank earnings and accomplish identified strategic goals and objectives, including individual responsibilities, accountability and specific time frames; (i) a financial forecast to include projections for major balance sheet and income statement accounts and desired financial ratios over the period covered by the strategic plan; (j) control systems to mitigate risks associated with planned new products, growth, or any proposed changes in the Bank’s operating environment; (k) specific plans to establish responsibilities and accountability for the strategic planning process, new products, growth goals, or proposed changes in the Bank’s operating environment; and (l) systems to monitor the Bank’s progress in meeting the plan’s goals and objectives. (2) Upon adoption, a copy of the plan shall be forwarded to the Assistant Deputy Comptroller for review and prior written determination of no supervisory objection. Upon 4
  • receiving a determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the strategic plan. (3) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the plan developed pursuant to this Article. ARTICLE IV CREDIT RISK (1) Within ninety (90) days, the Board shall develop, implement, and thereafter ensure Bank adherence to a written program to reduce the high level of credit risk in the Bank. The program shall include, but not be limited to: (a) procedures to strengthen credit underwriting, particularly in the commercial real estate portfolio; (b) procedures to strengthen management of lending operations and to maintain an adequate, qualified staff in all lending functional areas; (c) policies and procedures to provide an independent appraisal ordering and review process; (d) procedures to enhance the system to track and analyze policy exceptions; and, (e) The Board shall submit a copy of the program to the Assistant Deputy Comptroller. (f) At least quarterly, the Board shall prepare a written assessment of the Bank’s credit risk, which shall evaluate the Bank’s progress under the aforementioned program. The Board shall submit a copy of this assessment to the Assistant Deputy Comptroller. 5
  • (2) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of, and adherence to, the program developed pursuant to this Article. ARTICLE V OTHER REAL ESTATE OWNED—ACTION PLANS (1) Within sixty (60) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to action plans for each parcel of Other Real Estate Owned (“OREO”) to ensure that these assets are managed in accordance with 12 U.S.C. § 29 and 12 C.F.R. Part 34, Subpart E. At a minimum, the plans shall: (a) identify the Bank officer(s) responsible for managing and authorizing transactions relating to the OREO properties; (b) contain an analysis of each OREO property which compares the cost to carry against the financial benefits of near term sale; (c) detail the marketing strategies for each parcel; (d) identify targeted time frames for disposing each parcel of OREO; (e) establish procedures to require periodic market valuations of each property, and the methodology to be used; and (f) provide for reports to the Board on the status of OREO properties on at least a quarterly basis. (2) Upon adoption, the Board shall submit a copy of the plans to the Assistant Deputy Comptroller. 6
  • (3) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the plans developed pursuant to this Article. ARTICLE VI CRITICIZED ASSETS (1) The Bank shall take immediate and continuing action to protect its interest in those assets criticized in the ROE, in any subsequent Report of Examination, by internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination. (2) Within thirty (30) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written program designed to eliminate the basis of criticism of assets criticized in the ROE, in any subsequent Report of Examination, or by any internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination as “doubtful,” “substandard,” or “special mention.” This program shall include, at a minimum: (a) an identification of the expected sources of repayment; (b) the appraised value of supporting collateral and the position of the Bank’s lien on such collateral where applicable; (c) an analysis of current and satisfactory credit information, including cash flow analysis where loans are to be repaid from operations; and (d) the proposed action to eliminate the basis of criticism and the time frame for its accomplishment. 7
  • (3) Upon adoption, a copy of the program for all criticized assets equal to or exceeding $1.5 million dollars ($1,500,000) shall be forwarded to the Assistant Deputy Comptroller. (4) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article. (5) The Board, or a designated committee, shall conduct a review, on at least a quarterly basis, to determine: (a) the status of each criticized asset or criticized portion thereof that equals or exceeds $1.5 million dollars ($1,500,000); (b) management’s adherence to the program adopted pursuant to this Article; (c) the status and effectiveness of the written program; and (d) the need to revise the program or take alternative action. (6) A copy of each review shall be forwarded to the Assistant Deputy Comptroller on a quarterly basis (in a format similar to Appendix A, attached hereto). (7) The Bank may extend credit, directly or indirectly, including renewals, extensions or capitalization of accrued interest, to a borrower whose loans or other extensions of credit are criticized in the ROE, in any subsequent Report of Examination, in any internal or external loan review, or in any list provided to management by the National Bank Examiners during any examination and whose aggregate loans or other extensions exceed $1.5 million ($1,500,000) only if each of the following conditions is met: (a) the Board or designated committee finds that the extension of additional credit is necessary to promote the best interests of the Bank and that prior 8
  • to renewing, extending or capitalizing any additional credit, a majority of the full Board (or designated committee) approves the credit extension and records, in writing, why such extension is necessary to promote the best interests of the Bank; and (b) a comparison to the written program adopted pursuant to this Article shows that the Board’s formal plan to collect or strengthen the criticized asset will not be compromised. (8) A copy of the approval of the Board or of the designated committee shall be maintained in the file of the affected borrower. ARTICLE VII INTERNAL LOAN REVIEW (1) Within sixty (60) days, the Board shall develop, implement, and thereafter ensure Bank adherence to systems which provide for effective monitoring of early problem loan identification to assure the timely identification and rating of loans and leases based on lending officer submissions. (2) Within ninety (90) days, the Board shall develop, implement, and thereafter ensure Bank adherence to a written program providing for independent review of problem loans and leases in the Bank’s loan and lease portfolios for the purpose of monitoring portfolio trends, on at least a quarterly basis. The program shall require a quarterly report to the Board. At a minimum the program shall provide for an independent reviewer’s assessment of the Bank’s: 9
  • (a) monitoring systems for early problem loan identification to assure the timely identification and rating of loans and leases based on lending officer submissions; (b) statistical records that serve as a basis for identifying sources of problem loans and leases by industry, size, collateral, division, group, indirect dealer, and individual lending officer; (c) system for monitoring previously charged-off assets and their recovery potential; (d) system for monitoring compliance with the Bank’s lending policies and laws, rules, and regulations pertaining to the Bank’s lending function; and (e) system for monitoring the adequacy of credit and collateral documentation. (3) A written description of the program called for in this Article shall be forwarded to the Assistant Deputy Comptroller upon implementation. (4) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article. (5) The Board shall evaluate the internal loan and lease review report(s) and shall ensure that immediate, adequate, and continuing remedial action, if appropriate, is taken upon all findings noted in the report(s). (6) A copy of the reports submitted to the Board, as well as documentation of the action taken by the Bank to collect or strengthen assets identified as problem credits, shall be preserved in the Bank. 10
  • ARTICLE VIII INTERNAL AUDIT (1) Within ninety (90) days, the Board shall ensure that the audit function is supported by an adequately staffed department or outside firm, with respect to both the experience level and number of the individuals employed. (2) All audit reports shall be in writing. The Board shall ensure that immediate actions are undertaken to remedy deficiencies cited in audit reports, and that auditors maintain a written record describing those actions. (3) Implement an effective risk assessment process in order to ensure that audits are of sufficient scope, frequency, and depth based on the institution’s risk profile. ARTICLE IX COMMERCIAL REAL ESTATE CONCENTRATION RISK MANAGEMENT (1) Within one hundred and twenty (120) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written commercial real estate (“CRE”) concentration risk management program consistent with OCC Bulletin 2006-46. The program shall include, but not necessarily be limited to, the following: (a) Ongoing risk assessments to identify potential CRE concentrations in the portfolio, including exposures to similar or interrelated groups or borrowers; (b) Board and management oversight of CRE concentrations, to include: 11
  • (i) policy guidelines and an overall CRE lending strategy, including actions required when the Bank approaches the limits of its CRE guidelines; (ii) procedures and controls to effectively adhere to and monitor compliance with the Bank’s lending policies and strategies; (iii) regular review of information and reports that identify, analyze, and quantify the nature and level of risk presented by CRE concentrations; and (iv) periodic review and approval of CRE risk exposure limits; (c) Portfolio management, to include internal lending guidelines and concentration limits that control the Bank’s overall risk exposure to CRE, and a contingency plan to reduce or mitigate concentrations in the event of adverse market conditions. (d) Management information systems, to provide sufficient timely information to management to identify, measure, monitor, and manage CRE concentration risk; (e) Periodic market analysis, to provide management and the Board with information to assess whether the CRE lending strategy and policies continue to be appropriate in light of changes in CRE market conditions; (f) Credit underwriting standards for CRE, to include: (i) maximum loan amount by type of property; (ii) loan terms; (iii) pricing structures; 12
  • (iv) collateral valuation; (v) loan-to-value limits by property type; (vi) requirements for feasibility studies and sensitivity analysis or stress testing; (vii) minimum requirements for initial investment and maintenance of hard equity by the borrower; and (viii) minimum standards for property cash flow and debt service coverage for the property; (g) Portfolio stress testing and sensitivity analysis of CRE concentrations; (i) Credit risk review of CRE, to include an effective, accurate, and timely risk-rating system; and (ii) an action plan approved by the Board to reduce the risk of any concentration deemed imprudent in the above analysis. (2) The Board shall forward a copy of any analysis performed on existing or potential CRE concentrations and any action plan approved by the Board to reduce the risk of exposure to any concentration deemed imprudent after the analyses required by paragraph (1) of this Article to the Assistant Deputy Comptroller immediately following such analysis or the Board’s approval of such action plan. (3) The Board shall ensure that the Bank has processes, personnel, and control systems to ensure implementation of and adherence to the program developed pursuant to this Article. 13
  • ARTICLE X BROKERED DEPOSITS (1) The Bank may accept additional Brokered Deposits (as defined by 12 C.F.R. § 337.6(a)(2)) for deposit at the Bank only after obtaining a prior written determination of no supervisory objection from the Assistant Deputy Comptroller. (2) If the Bank seeks to acquire additional Brokered Deposits, the Board shall apply to the Assistant Deputy Comptroller for written permission. Such application shall contain, at a minimum, the following: (a) the dollar volume, maturities, and cost of the Brokered Deposits to be acquired; (b) the proposed use of the Brokered Deposits, i.e., short-term liquidity or restructuring of liabilities to reduce cost; (c) alternative funding sources available to the Bank; and (d) the reasons why the Bank believes that the acceptance of Brokered Deposits does not constitute an unsafe or unsound practice in the Bank’s particular circumstances. (e) The Assistant Deputy Comptroller may require the submission of such additional information as necessary to make an informed decision. Upon consideration of the Bank’s application, the Assistant Deputy Comptroller will determine whether the proposed acquisition of Brokered Deposits may be accomplished in a safe and sound manner and may condition the Bank’s acquisition as the Assistant Deputy Comptroller shall deem appropriate. 14
  • (f) Nothing in this article shall relieve the Bank of its obligation under 12 U.S.C. § 1831f to seek necessary approvals from the Federal Deposit Insurance Corporation before accepting Brokered Deposits, and to comply with all of the requirements of 12 U.S.C. § 1831f. ARTICLE XI FINANCIAL SUBSIDIARIES (1) As a result of the findings of the 2008 examination as expressed in the Bank’s most recent ROE, dated September 30, 2008, the Comptroller has determined and notified the Bank that it is no longer in compliance with the conditions and requirements required to maintain control of a financial subsidiary pursuant to 12 U.S.C. § 24a(e)(1) and 12 C.F.R. § 5.39(j)(1). (2) Upon the effective date of this Agreement, the Bank shall not, directly or indirectly, acquire control of, nor hold an interest in, any new financial subsidiary, nor commence a new activity in its existing financial subsidiary, unless: (a) the OCC has made a written determination that the Bank has corrected the circumstances and conditions detailed in the Bank’s ROE that led to the Bank’s noncompliance with the conditions and requirements for a national bank to control, or hold an interest in, a financial subsidiary; (b) the Assistant Deputy Comptroller has made a written determination of no supervisory objection to the proposed activity in the Bank’s existing financial subsidiary or acquisition of control of, or interest in, a new financial subsidiary; and 15
  • (c) the Bank has obtained the OCC’s written approval for the proposed activity or acquisition of control through the procedures set forth in 12 C.F.R. § 5.39(i). (3) The Board shall ensure that the Bank complies with all the requirements and safeguards set forth in 12 U.S.C. § 24a and 12 C.F.R. § 5.39 for a national bank that has established or maintains a financial subsidiary. ARTICLE XII FINANCIAL SUBSIDIARY ACTION PLAN (1) The Board shall direct management to undertake and complete all steps necessary to correct the circumstances and conditions, as noted in the Bank’s ROE dated September 30, 2008, resulting in the Bank’s noncompliance with the conditions and requirements set forth in 12 U.S.C. § 24a and 12 C.F.R. § 5.39 for a national bank that maintains a financial subsidiary. (2) Within one hundred fifty (150) days of the effective date of this Agreement, the Board shall develop and adopt a written plan that: (a) explains the specific actions that Bank management will take to correct the circumstances and conditions, as noted in the Bank’s ROE, resulting in the Bank’s noncompliance with the conditions and requirements for a national bank that maintains a financial subsidiary; (b) specifies how the Board will ensure Bank management’s implementation of the plan; and (c) sets forth a timetable for the implementation of each action specified in the plan. 16
  • (3) Upon completion of the plan, the Board shall submit the plan to the Assistant Deputy Comptroller for a prior written determination of no supervisory objection. Upon receiving a written determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall immediately implement and adhere to the plan. (4) The plan shall be implemented pursuant to the time frames set forth within the plan unless events dictate modifications to the plan. Where the Board considers modifications appropriate, those modifications shall be submitted to the Assistant Deputy Comptroller for prior written determination of no supervisory objection. Upon receiving a written determination of no supervisory objection from the Assistant Deputy Comptroller, the Bank shall implement and adhere to the revised plan. (5) If, after one hundred eighty (180) days following the Bank’s receipt of the Comptroller’s notice in the Bank’s ROE dated September 30, 2008, the Comptroller determines, in his sole discretion, that the circumstances and conditions, as detailed in the Bank’s ROE, that led to the Bank’s noncompliance with the conditions and requirements for a national bank to control, or hold an interest in, a financial subsidiary have not been corrected, and the Bank has not made significant progress towards the correction of those circumstances and conditions, the Bank agrees, if it is directed to do so by the Comptroller, to: (a) divest control of its financial subsidiary pursuant to 12 U.S.C. § 24a(e)(4) and 12 C.F.R. § 5.39(j)(1)(iv), and/or (b) comply with any additional limitations or conditions on the conduct of the Bank, its affiliates, and/or its financial subsidiary pursuant to 12 U.S.C. § 24a(e)(3) and 12 C.F.R. § 5.39(j)(1)(iii). 17
  • ARTICLE XIII CLOSING (1) Although the Board has agreed to submit certain programs and reports to the Assistant Deputy Comptroller for review or prior written determination of no supervisory objection, the Board has the ultimate responsibility for proper and sound management of the Bank. (2) It is expressly and clearly understood that if, at any time, the Comptroller deems it appropriate in fulfilling the responsibilities placed upon him/her by the several laws of the United States of America to undertake any action affecting the Bank, nothing in this Agreement shall in any way inhibit, estop, bar, or otherwise prevent the Comptroller from so doing. (3) Any time limitations imposed by this Agreement shall begin to run from the effective date of this Agreement. Such time requirements may be extended in writing by the Assistant Deputy Comptroller for good cause upon written application by the Board. (4) The provisions of this Agreement shall be effective upon execution by the parties hereto and its provisions shall continue in full force and effect unless or until such provisions are amended in writing by mutual consent of the parties to the Agreement or excepted, waived, or terminated in writing by the Comptroller. (5) In each instance in this Agreement in which the Board is required to ensure adherence to, and undertake to perform certain obligations of the Bank, it is intended to mean that the Board shall: (a) authorize and adopt such actions on behalf of the Bank as may be necessary for the Bank to perform its obligations and undertakings under the terms of this Agreement; 18
  • (b) require the timely reporting by Bank management of such actions directed by the Board to be taken under the terms of this Agreement; (c) follow-up on any non-compliance with such actions in a timely and appropriate manner; and (d) require corrective action be taken in a timely manner of any non-compliance with such actions. (6) This Agreement is intended to be, and shall be construed to be, a supervisory “written agreement entered into with the agency” as contemplated by 12 U.S.C. § 1818(b)(1), and expressly does not form, and may not be construed to form, a contract binding on the Comptroller or the United States. Notwithstanding the absence of mutuality of obligation, or of consideration, or of a contract, the Comptroller may enforce any of the commitments or obligations herein undertaken by the Bank under his supervisory powers, including 12 U.S.C. § 1818(b)(1), and not as a matter of contract law. The Bank expressly acknowledges that neither the Bank nor the Comptroller has any intention to enter into a contract. The Bank also expressly acknowledges that no officer or employee of the Office of the Comptroller of the Currency has statutory or other authority to bind the United States, the U.S. Treasury Department, the Comptroller, or any other federal bank regulatory agency or entity, or any officer or employee of any of those entities to a contract affecting the Comptroller’s exercise of his supervisory responsibilities. The terms of this Agreement, including this paragraph, are not subject to amendment or modification by any extraneous expression, prior agreements or prior arrangements between the parties, whether oral or written. 19
  • IN TESTIMONY WHEREOF, the undersigned, authorized by the Comptroller, has hereunto set his hand on behalf of the Comptroller. /s/ Julie Pleimling April 17, 2009 Julie Pleimling Date Assistant Deputy Comptroller Birmingham Field Office IN TESTIMONY WHEREOF, the undersigned, as the duly elected and acting Board of Directors of the Bank, have hereunto set their hands on behalf of the Bank. /s/ Mark A. Abernathy April 17, 2009 Mark A. Abernathy Date /s/ David C. Byars April 17, 2009 David C. Byars Date /s/ Robert S. Caldwell, Jr. April 17, 2009 Robert S. Caldwell, Jr. Date /s/ Robert L. Calvert, III April 17, 2009 Robert L. Calvert, III Date /s/ Robert A. Cunningham April 17, 2009 Robert A. Cunningham Date /s/ J. Nutie Dowdle April 17, 2009 J. Nutie Dowdle Date /s/ James C. Galloway April 17, 2009 James C. Galloway Date 20
  • /s/ James D. Graham April 17, 2009 James D. Graham Date /s/ Clifton S. Hunt April 17, 2009 Clifton S. Hunt Date /s/ Dan R. Lee April 17, 2009 Dan R. Lee Date /s/ Lewis F. Mallory, Jr. April 17, 2009 Lewis F. Mallory, Jr. Date /s/ Allen B. Puckett, III. April 17, 2009 Allen B. Puckett, III. Date /s/ Sammy J. Smith April 17, 2009 Sammy J. Smith Date /s/ H. Stokes Smith April 17, 2009 H. Stokes Smith Date 21
  • APPENDIX A Cadence Bank, N.A. Starkville, Mississippi CRITICIZED ASSET REPORT AS OF: BORROWER(S): ASSET BALANCE(S) AND OCC RATING (SM, SUBSTANDARD, DOUBTFUL OR LOSS): $ CRITICISM AMOUNT CHARGED OFF TO DATE FUTURE POTENTIAL CHARGE-OFF PRESENT STATUS (Fully explain any increase in outstanding balance; include past due status, nonperforming, significant progress or deterioration, etc.): FINANCIAL AND/OR COLLATERAL SUPPORT (include brief summary of most current financial information, appraised value of collateral and/or estimated value and date thereof, bank’s lien position and amount of available equity, if any, guarantor(s) info, etc.): PROPOSED PLAN OF ACTION TO ELIMINATE ASSET CRITICISM(S) AND TIME FRAME FOR ITS ACCOMPLISHMENT: IDENTIFIED SOURCE OF REPAYMENT AND DEFINED REPAYMENT PROGRAM (repayment program should coincide with source of repayment): Use this form for reporting each criticized asset that exceeds dollars ($ ) and retain the original in the credit file for review by the examiners. Submit your reports (quarterly) until notified otherwise, in writing, by the Assistant Deputy Comptroller. (Back To Top)