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Section 1: 8-K (8-K)

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false0000700564 0000700564 2019-12-09 2019-12-09



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

December 9, 2019
Date of Report (date of earliest event reported)

Fulton Financial Corporation
(Exact name of registrant as specified in its charter)
PA
0-10587
23-2195389
 
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
 
 
One Penn Square,
Lancaster,
PA
17604
 
(Address of Principal Executive Offices)
 
(Zip Code)
 
(717) 291-2411
(Registrant's telephone number, including area code)

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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, par value $2.50
FULT
The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
o






Item 7.01 Regulation FD Disclosure.
    
On December 9, 2019, Fulton Financial Corporation ("Fulton") posted a new corporate presentation (the “Corporate Presentation”) on its Investor Relations website at www.fult.com. The Corporate Presentation, attached as Exhibit 99.1 and incorporated herein by reference, updates previously filed presentations and provides an overview of Fulton's strategy and performance.

The information in this Form 8-K provided under Item 7.01, including all exhibits attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing of Fulton under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.


Item 9.01 Financial Statements and Exhibits.
(d)    Exhibits.

Exhibit No.
Description
Corporate Presentation







SIGNATURE
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.
 
Date: December 9, 2019
FULTON FINANCIAL CORPORATION

 
By:  /s/ Mark R. McCollom                     
 
       Mark R. McCollom
 
       Senior Executive Vice President and
 
       Chief Financial Officer



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Section 2: EX-99.1 (CORPORATE PRESENTATION)

a4q19analystpresentation
INVESTOR PRESENTATION z Data as of September 30, 2019 - Unless otherwise noted


 
Forward-Looking Statements This presentation may contain forward-looking statements with respect to the Corporation’s financial condition, results of operations and business. Do not unduly rely on forward-looking statements. Forward-looking statements can be identified by the use of words such as "may," "should," "will," "could," "estimates," "predicts," "potential," "continue," "anticipates," "believes," "plans," "expects," "future," "intends," “projects,” the negative of these terms and other comparable terminology. These forward looking statements may include projections of, or guidance on, the Corporation’s future financial performance, expected levels of future expenses, anticipated growth strategies, descriptions of new business initiatives and anticipated trends in the Corporation’s business or financial results. Management’s 2019 Outlook contained herein is comprised of forward-looking statements. Forward-looking statements are neither historical facts, nor assurance of future performance. Instead, they are based on current beliefs, expectations and assumptions regarding the future of the Corporation’s business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Corporation’s control, and actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not unduly rely on any of these forward-looking statements. Any forward-looking statement is based only on information currently available and speaks only as of the date when made. The Corporation undertakes no obligation, other than as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. A discussion of certain risks and uncertainties affecting the Corporation, and some of the factors that could cause the Corporation’s actual results to differ materially from those described in the forward-looking statements, can be found in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2018 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019, June 30, 2019 and September 30, 2019, which have been filed with the Securities and Exchange Commission and are available in the Investor Relations section of the Corporation’s website (www.fult.com) and on the Securities and Exchange Commission’s website (www.sec.gov). The Corporation uses certain non-GAAP financial measures in this presentation. These non-GAAP financial measures are reconciled to the most comparable GAAP measures at the end of this presentation. 2


 
Why Fulton? . Deep Executive Bench with Continuity . Valuable Franchise in Attractive Markets . Investing in People to Drive Growth . Relationship Banking Strategy Focused on the Customer Experience . Granular, Well-Diversified Loan Portfolio . Attractive Core Deposit Profile . Solid Asset Quality and Reserves . Prudent Expense Management with Opportunities to Improve . Excess Capital to Deploy 3


 
Deep Executive Bench With Continuity Years in Financial Prior Name Position Years at Fulton Services Experience Phil Wenger Chairman/CEO 41 41 Various roles since joining in 1979 Curt Myers President/COO 30 30 Various roles since joining in 1990 PwC, Banking and Investment Banking; Joined Mark McCollom (1) Chief Financial Officer 2 32 Fulton in November 2017 Meg Mueller Head of Commercial Banking 23 33 Various roles since joining in 1996 Angela Snyder Head of Consumer Banking 18 34 Various roles since joining in 2002 Angie Sargent Chief Information Officer 27 27 Various roles since joining in 1992 Betsy Chivinski (2) Chief Risk Officer 25 37 Various roles since joining in 1994 (1) Includes years of service in public accounting and investment banking as a financial services industry specialist 4 (2) Includes years of service in public accounting as a financial services industry specialist


 
A Valuable Franchise . ~230 financial centers throughout the Mid-Atlantic . Asset size of $21.7 billion . 3,600+ team members (3,500 FTEs (1)) . Market capitalization of $2.7 billion (2) . Opportunity to meaningfully grow our market share(3) o ~16.5% deposit market share across the 15 counties where we have a Top 5 deposit market share; Represents 57% of our total deposits o ~1.0% deposit market share across the 38 counties where we do not have a Top 5 deposit market share; Represents 43% of our total deposits (1) Average full-time equivalent employees. (2) Shares outstanding and closing price as of September 30, 2019 (3) Data as of June 30, 2019 per S&P Global Market Intelligence ; Map includes Fulton 5 Financial counties with a financial center and/or a loan production office (“LPO”), and incorporated cities in MD and VA with a financial center and/or LPO and removes online only bank deposits


 
Strong Position In Attractive & Stable Markets Fulton Fulton Financial Fulton Financial Market Median Projected Fulton Financial Market Total Projected Financial Corporation Corporation Total Market Total Household Market Metropolitan Statistical Area (MSA) Corporation Total Active Branches Household Corporation Total Active Deposit Market Deposits 2019 ($000) Income Current Population Deposits 2019 ($000) 2019 Income Growth Market Rank Branches 2019 Share 2019 ($) Growth Lancaster, PA 1 24 3,228,191 27.66% 181 11,671,747 69,608 11.38% 2.04% Philadelphia-Camden-Wilmington, PA-NJ-DE-MD 14 56 3,299,399 0.79% 1,601 418,987,025 74,223 11.20% 1.26% Allentown-Bethlehem-Easton, PA-NJ 4 21 1,499,163 8.61% 240 17,410,952 69,431 9.00% 1.58% New York-Newark-Jersey City, NY-NJ-PA 62 24 1,358,751 0.08% 5,070 1,645,630,716 82,805 12.53% 0.77% Baltimore-Columbia-Towson, MD 11 17 1,049,259 1.41% 658 74,304,274 84,221 9.33% 1.94% York-Hanover, PA 3 12 1,010,021 13.19% 126 7,658,433 69,716 9.62% 1.69% Harrisburg-Carlisle, PA 7 10 842,850 5.29% 182 15,922,557 69,485 7.97 2.17% Lebanon, PA 1 8 782,242 33.99% 40 2,301,438 63,465 8.45% 2.89% Reading, PA 6 9 682,100 4.11% 112 16,604,892 66,616 9.71% 1.38% Hagerstown-Martinsburg, MD-WV 2 9 506,424 12.73% 80 3,979,699 62,916 7.12% 3.11% Top 10 Fulton Financial Corporation MSAs (1) 190 14,258,400 0.64% 8,290 2,214,471,733 71,249 9.63% 1.88% Total Franchise 237 16,493,305 0.65% 11,070 2,550,346,666 71,983 10.19% 1.73% Nationwide 66,010 9.87% 3.27% Note: Data as of June 30, 2019 per S&P Global Market Intelligence 6 (1) Median HH Income, 2020 – 2025 Projected Population Change and Projected HH Income Change are weighted by deposits in each MSA


 
Investing In People To Drive Growth Commentary Revenue Producers . Renewed focus on front line hiring after years of building out the compliance and risk management areas 300 . Market disruption creates hiring opportunities 250 102 97 o Replace lower performing commercial relationship 97 managers with higher performing talent 200 83 . Key additions to our SBA, commercial leasing and agriculture 75 69 areas as well as mortgage banking and wealth 150 113 o Also, created dedicated Healthcare and CRE lending groups 101 110 94 97 . Hired a regional president and commercial relationship 100 84 managers for our Philadelphia market, which is a focus area for growth 50 85 84 86 56 59 68 . Mortgage originations of ~$1.3bn1 - . Wealth AUA/AUM ~$10.9n2 4Q14 4Q15 4Q16 4Q17 4Q18 3Q19 Commercial Specialized Services Wealth Mortgage (1) For the year ended December 31, 2018 7 (2) As of September 30, 2019; Assets Under Administration (“AUA”) and Assets Under Management (“AUM”)


 
Extending Footprint Into Fast Growing Urban Markets Philadelphia, PA County Deposit Market Share – Top 20 Commentary Total Deposit Total Deposit Regulatory Total Active Total Deposits 2019 Parent Company Name Market Share Rank 2019 Industry Branches 2019 ($000) . Philadelphia is a natural extension of our current 2019 (%) 1 Bank Wells Fargo & Co. 39 11,615,910 23.52 footprint 2 Bank PNC Financial Services Group Inc. 38 9,302,303 18.84 o Opened 3 financial centers in the 1Q19 3 Bank Bank of America Corp. 18 8,686,901 17.59 o Opened an LPO in King of Prussia 3Q19 4 Bank Citizens Financial Group Inc. 47 7,237,769 14.66 5 Bank Toronto-Dominion Bank 21 3,480,879 7.05 . No bank of Fulton’s size in Philadelphia 6 Bank Banco Santander SA 20 2,232,221 4.52 o The top 5 banks have ~80% of the deposit 7 Thrift WSFS Financial Corp. 13 1,049,334 2.13 market share 8 Savings Bank Firstrust Savings Bank 5 875,291 1.77 o Presents a tremendous growth opportunity for Bank M&T Bank Corp. 6 761,867 1.54 9 Fulton 10 Bank Republic First Bancorp Inc. 7 679,981 1.38 11 Bank Prudential Bancorp Inc. 9 669,678 1.36 . Health Care, Technology and Professional Services 12 Bank Univest Financial Corp. 7 472,309 0.96 are major economic forces, which are target 13 Bank BB&T Corp. 11 457,406 0.93 business segments for Fulton 14 Bank HSBC Holdings PLC 2 305,731 0.62 15 Bank Bryn Mawr Bank Corp. 5 198,793 0.40 . The Philadelphia-Camden-Wilmington MSA is a 16 Bank S&T Bancorp Inc. 2 173,029 0.35 large economic region with GDP of over $430bn, Bank Asian Financial Corp. 2 167,100 0.34 17 and is the 8th largest metropolitan area in the U.S(1) 18 Savings Bank United Savings Bank 3 161,887 0.33 19 Bank Hyperion Bank 1 133,407 0.27 . Baltimore is a targeted area for 2019 Savings Bank Washington Savings Bank 4 128,762 0.26 20 o Opened an LPO in 1Q19 All Others 26 589,680 1.18 Total 286 49,380,238 100.00 o Opened a branch in 3Q19 Note: Deposit data as of June 30, 2019 per S&P Global Market Intelligence (excludes non-retail deposits and closed/proposed branches) 8 (1) 2016 advance statistics; source: U.S. Bureau of Economic Analysis


 
Strategic Initiatives Support Our Relationship Banking Strategy Purpose We Change Lives for the Better OPERATIONAL EXCELLENCE GROWTH STRATEGIES Strategic Filter • Advancing business line structure Outcomes • Investing in talent for growth and charter consolidation. in targeted markets and • Focus on consistency and businesses. effectiveness across all operations • Investing in digital capabilities areas through enterprise process to enable Fulton to design, improvement and incrementally acquire new automation (workflow, RPA, AI). relationships and cross-sell • Developing an enterprise existing clients and leverage O technology strategy including customer intelligence L A N O I AT R E P defining the future state platform R capabilities. UTSIDE and execution roadmap. K S I • Differentiating Fulton in O NSIDE serving all segments of I Customer & C & communities through G XCELLENCE THE execution and expansion of H T W O R E Community THE Fulton Forward®. E C N A I L P M O • Implementing new branch ON EFFECTIVE RISK MANAGEMENT formats/designs. E ON AND COMPLIANCE E C N E L L E C X WITH • Sustaining risk management, compliance and systems to ensure stakeholder expectations are met. • Implementing technology enhancements to limit manual IMPLIFY XECUTE controls and enable on-going S E monitoring. IFFERENTIATE D T ALENT S TRATEGY & T ECHNOLOGY S TRATEGY 9


 
Fulton Has Made Significant Investments To Enhance Its Digital Capabilities Commercial Online Commercial Loan NewNew Website Website PurchaseBanking Platform Origination System 2017 2017 2019 fultonbank.com . Personalizes experience . Best-in-class online platform for . Streamlines commercial . Provides intuitive navigation customers to track, manage, and underwriting process to condense grow their business timeline from application to close . Offers a consolidated, customer- . centric view and organization of . Integrates easily with other Integrates with CRM platform to content platforms such as QuickBooks® streamline processes and keep customers more informed 10


 
Website Recently Recognized As An Innovation Leader Our redesigned customer website allows users to have a cohesive and personalized experience as they explore all of our products, services and capabilities in one place . Leverages data and customer insights to deliver personalized content to customers and prospects while capturing valuable information that can be translated into sales and marketing opportunities Fulton Bank won Sitecore’s 2018 annual award for Best Use of Personalization in North America. 11


 
Optimizing Our Branch Network Optimizing our financial center network will: . Move us towards multiple financial center types vs. a one-size-fits-all model . Give us greater ability to re-invest in people & digital transactions . Orient the financial center as a primary touchpoint enabling higher- value activities geared towards advice and sales . Create greater focus on customer experience in the financial centers . Closed 36 financial centers and upgraded 56 financial centers to the new format since 2014 Note: Closed financial center information is net of new openings 12


 
Granular, Well-Diversified Loan Portfolio . Average Loans for the nine months ended September 30, 2019 are up 3.5% compared to the same period in 2018 . Yields continue to move higher after several years of declines $16.3 $16.0 $15.8 4.70% $15.2 $0.8 $0.6 4.63% $0.5 $0.9 $14.1 $1.0 $14.0 $0.9 4.50% $13.3 $0.4 $0.8 $2.0 $2.4 $0.4 $1.8 $0.7 4.38% Portfolio Loan Total (1) Yield $12.0 $1.5 4.30% $1.4 $1.5 $1.4 Balances $1.6 $1.7 $10.0 $1.7 4.10% 4.04% 3.95% 4.07% $4.2 $4.3 $4.4 $8.0 $4.1 3.90% $3.9 Average Average LoanPortfolio $6.0 3.70% $6.2 $6.3 $6.4 $5.2 $5.6 $4.0 3.50% 2015 2016 2017 2018 YTD 9/2019 ($ IN BILLIONS) Comm'l Mtg Comm'l Home Equity Res Mtg Construction Consumer/Other FTE loan yield (1) Note: Loan portfolio composition is based on average balances for the years ended December 31, 2015 to 2018, and for the nine months ended September 30, 2019 13 (1) Presented on a fully-taxable equivalent (“FTE”) basis using a 21% and 35% federal tax rate and statutory interest expense disallowances in 2018 through 2019 periods and the 2015 through 2017 periods, respectively


 
Attractive Core Deposit Profile . Steady growth in core deposits . Average Deposits for the nine months ended September 30, 2019 are up 5.8% compared to the same period in 2018 $18.0 0.79% 0.80% $16.5 $15.8 $16.0 $15.5 $1.5 0.70% $14.6 $- $ $13.7 $1.4 $1.5 $14.0 $- $1.4 $- $3.5 0.60% $1.3 $3.0 $3.0 $12.0 $2.7 0.55% $2.4 0.50% DepositCosts $10.0 $3.8 $4.0 $4.3 0.40% $3.3 $3.6 $8.0 (1) 0.31% 0.37% 0.29% 0.30% Average Average BalancesDeposit $6.0 $3.8 $4.2 $4.4 $4.3 $4.2 0.20% $4.0 $2.0 0.10% $3.0 $2.8 $2.7 $2.7 $2.9 $- 0.00% 2015 2016 2017 2018 YTD 9/2019 ($ IN BILLIONS) Time Non-Int DDA Int DDA Money Mkt Savings Brokered Deposits Costs (1) Note: Deposit composition is based on average balances for the years ended December 31, 2015 to 2018 and for the nine months ended September 30, 2019. Average brokered deposits were $49 14 million for 2017, $122 million for 2018 and $240 million for the nine months ended September 30, 2019. Core Deposits equal total deposits less brokered and time deposits (1) Deposit costs calculated by dividing interest expense on interest-bearing deposits by total average deposits.


 
Solid Asset Quality And Reserves Commentary Non-Performing Loans (NPLs) & Allowance/Loans . Overall asset quality continues to be stable 1.75% $144.8 $139.7 . We are mindful of where we are in the economic $150.0 $131.6 $134.8 $136.0 cycle and are continuing to assess and analyze the loan portfolio for signs of weakness or stress $125.0 1.50% . Agriculture portfolio is an area we have been $100.0 monitoring carefully over the last couple of years due 1.25% to compressed commodity prices $75.0 1.24% Performing Loans Performing - 1.17% o ~$1.0bn in balances, with dairy having the largest 1.12% 1.00% concentration (~28%) Non $50.0 1.05% 1.04% o ~70% family farms/~30% Agribusiness 0.75% $25.0 $0.0 0.50% 2015 2016 2017 2018 9/2019 NPL Allowance/Loans ($ IN MILLIONS) 15


 
Prudent Expense Management With Opportunities To Improve Commentary Efficiency Ratio (FTE) 71.00% 69.00% . Low rate environment and continued buildout of our 67.00% compliance, risk and technology infrastructures were the 65.00% primary drivers of the increase in the efficiency ratio in 63.00% 61.00% 2015 ~ $730 59.00% million . Meaningful positive operating leverage from 2016 through 57.00% 2014Y 2015Y 2016Y 2017Y ~ 2018Y$610 YTD 2018 reduced the efficiency ratio million o Closed 36 financial centers, net of new openings, since Fulton Peer Median 2014 Non-Interest Expenses / Average Assets (1) . Our efficiency ratio (FTE) was 63.6% for 3Q19 within our 3.00% goal of 60.0% - 65.0% 2.90% . Opportunities exist to gain efficiencies as we continue to: 2.80% o Optimize our delivery channels 2.70% o Upgrade our origination and servicing platforms 2.60% 2.50% 2.40% 2014Y 2015Y 2016Y 2017Y 2018Y YTD Fulton Peer Median Note: Chart Data from S&P Global Market Intelligence regulatory data; YTD data as of the most recent reporting date 16 See “Appendix” for listing of Peer Group banks (1) Non-GAAP based financial measure. Please refer to the calculation and management’s reasons for using this measure on the slide titled “Non-GAAP Reconciliation” at the end of this presentation


 
Excess Capital To Deploy Commentary Fulton 3Q19 Capital Ratios . Capital ratios exceed our internal minimums and regulatory 14.00% 12.0% 12.00% requirements 9.6% 9.6% 10.00% 8.5% o Opportunity exists to optimize the capital stack 8.5% 8.00% . Quarterly cash dividend increased to $0.13 per share in 6.00% March of 2019 4.00% ~ $730 o Declared a $0.04 special dividend in the 4th quarter of 2019 2.00% million 0.00% 1 . Repurchased ~6.8mn shares or ~$111.3mn through 3Q19 Tier 1 Leverage Tier 1 Risk Based CE Tier 1 Total~ $610 Risk-Based TCE million o Repurchased ~6.0mn shares or ~95.2mn in 2018 Internal Minimum Excess . Excess capital needs to earn a return above of our cost of Capital Ratios Vs. Peers capital or that excess should be distributed to shareholders 14.0% 13.2% 12.2% 11.7% 12.0% o Targeted dividend payout ratio of 40%-50% 12.0% o Opportunistic share repurchases 9.6% 9.6% 10.0% 9.6% 9.2% o Strategic M&A 8.5% 8.5% . Disciplined approach to M&A – Target Metrics 8.0% o Accretive to EPS in year 1 6.0% o IRR greater than target’s cost of capital 4.0% 1 o TBV earn back between 3-5 years Tier 1 Leverage Tier 1 Risk Based CE Tier 1 Total Risk-Based TCE Fulton Peer Median Note: Chart Data from S&P Global Market Intelligence ; See “Appendix” for listing of Peer Group banks; Data as of the most recent reporting date 17 1) Non-GAAP based financial measure. Please refer to the calculation and management’s reasons for using this measure on the slide titled “Non-GAAP Reconciliation” at the end of this presentation


 
RECENT FINANCIAL PERFORMANCE


 
Quarter Highlights: 3Q19 vs 2Q19 Net income per diluted share: $0.37 in 3Q19, 5.7% increase from 2Q19 Loan Growth: 0.7% increase in average balances, driven by residential and commercial mortgages. Ending balances increased 1.9%, driven by C&I and residential mortgages. Core Deposit Growth: 3.1% increase in average balances and 6.5% in ending balances, largely driven by seasonal increase in municipal accounts. Net Interest Income & Margin: Net interest income is down 2.0% from 2Q19, with the impact of a 13 basis point decrease in the net interest margin being partially offset by balance sheet growth Non-Interest Income(1): 2.2% increase realized due to increases in consumer banking income and other income, partially offset by a decrease in commercial banking income. Investment Securities Gains: $4.3 million recognized from restructuring of the balance sheet. Non-Interest Expense: 1.8% increase, driven by a $4.3 million prepayment penalty on certain FHLB advances, partially offset by FDIC Insurance credits and a decrease in net occupancy expense. Asset Quality: Decreases in provision for credit losses and non-accrual loans. 19 (1) Excluding investment securities gains.


 
Quarter Highlights: 3Q19 vs 3Q18 Net income per diluted share: $0.37 in 3Q19, unchanged from 3Q18 Loan Growth: 3.6% increase in average balances and 4.8% increase ending balances with growth in all categories, except for home equity and construction. Core Deposit Growth: 4.5% increase in average balances and 5.4% increase in ending balances, both driven by interest bearing demand deposits. Net Interest Income & Margin: Relatively unchanged net interest income, reflecting the impact of interest-earning asset growth, offset by an 11 basis point decrease in net interest margin Non-Interest Income(1): 8.4% increase realized in all fee categories, except for merchant and commercial card income Investment Securities Gains: $4.3 million recognized from a restructuring of the balance sheet. Non-Interest Expense: 8.4% increase in non-interest expense, largely driven by a $4.3 million prepayment penalty on certain FHLB advances and subsidiary bank consolidation costs, partially offset by FDIC Insurance credits. Asset Quality: Increase in provision for credit losses, non-accrual loans and net charge-offs. 20 (1) Excluding investment securities gains.


 
Income Statement Summary Change from 3Q19 2Q19 3Q18 (dollars in thousands, except per-share data) Net Interest Income $ 161,260 $ (3,284) $ 1,133 Provision for Credit Losses 2,170 (2,855) 550 Non-Interest Income 55,321 1,182 4,302 Securities Gains 4,492 4,316 4,478 Non-Interest Expense 146,770 2,602 11,357 Income before Income Taxes 72,133 2,467 (1,994) Income Taxes 10,025 138 1,531 Net Income $ 62,108 $ 2,329 $ (3,525) Net income per share (diluted) $ 0.37 $ 0.02 $ - ROA (1) 1.15% 0.01% (0.13%) ROE (2) 10.64% 0.22% (0.84%) ROE (tangible) (3) 14.03% 0.43% (0.96%) Efficiency ratio (3) 63.6% (0.6%) 1.1% (1) ROA is return an average assets determined by dividing net income for the period indicated by average assets, annualized 21 (2) ROE is return on average shareholders’ equity determined by dividing net income for the period indicated by average shareholders’ equity, annualized (3) Non-GAAP based financial measure. Please refer to the calculation and management’s reasons for using this measure on the slide titled “Non-GAAP Reconciliation” at the end of this presentation


 
Net Interest Income And Margin AVERAGE INTEREST-EARNING ASSETS & YIELDS ($ IN BILLIONS) NET INTEREST INCOME & NET INTEREST MARGIN $20.0 $16.0 $16.2 $16.3 $16.4 5.00% ($ IN MILLIONS) $15.9 4.75% $15.0 $180.0 4.00% 4.35% 4.37% 4.50% 4.25% 4.22% $165.0 $10.0 4.13% 4.25% 3.75% $150.0 4.00% $5.0 ~ $730 $135.0 3.50% million 3.75% 3.49% $3.1 $3.2 $3.1 $3.2 $3.4 $120.0 3.44% 3.44% $- 3.50% ~ $610 3.42% 3.25% 3.31% 3Q18 4Q18 1Q19 2Q19million 3Q19 $105.0 Securities & Other Loans Earning Asset Yield (FTE) $90.0 3.00% $160.1 $162.9 $163.3 $164.5 $161.3 $75.0 ($ IN BILLIONS) 2.75% AVERAGE LIABILITIES & RATES $60.0 $20.0 1.50% $2.0 $1.8 $45.0 2.50% $1.7 $1.5 $1.8 $15.0 $30.0 1.29% 1.29% 1.00% 2.25% 1.10% 1.21% $15.0 1.01% $10.0 $- 2.00% 0.50% 3Q18 4Q18 1Q19 2Q19 3Q19 $16.0 $16.4 $16.3 $16.4 $17.0 $5.0 Net Interest Income Net Interest Margin (Fully-taxable equivalent basis, or FTE) $- 0.00% 3Q18 4Q18 1Q19 2Q19 3Q19 Deposits Borrowings Cost of Interest-bearing Liabilities (1) Using a 21% federal tax rate and statutory interest expense disallowances 22


 
Asset Quality PROVISION FOR CREDIT LOSSES NON-PERFORMING LOANS (NPLS) & NPLS TO LOANS ($ IN MILLIONS) $160.0 $147.7 2.00% $10.0 $139.7 $138.7 $136.0 $8.2 $120.1 $120.0 1.50% $5.1 $5.0 $80.0 1.00% 0.90% 0.86% 0.85% 0.81% $2.2 $40.0 0.75% 0.50% $1.6 $0.0 0.00% $- 3Q18 4Q18 1Q19 2Q19 3Q19 3Q18 4Q18 1Q19 2Q19 3Q19 NPL NPLs/Loans NET CHARGE-OFFS (NCOS) AND NCOS TO AVERAGE LOANS ALLOWANCE FOR CREDIT LOSSES (ALLOWANCE) TO NPLS & LOANS 150.0% $40.0 140% 1.00% 1.75% $30.0 0.17% 0.50% 127% $20.0 0.08% 0.10% 0.15% -0.04% 125.0% 123% 121% 120% 0.00% 1.25% $10.0 $6.6 $6.3 $4.1 $3.0 $(1.5) $- -0.50% 1.08% 1.05% 1.05% 1.05% 1.04% 3Q18 4Q18 1Q19 2Q19 3Q19 $(10.0) -1.00% 100.0% 0.75% 3Q18 4Q18 1Q19 2Q19 3Q19 Allowance/NPLs Allowance/Loans NCOs/(recoveries) NCOs/Average Loans (annualized) 23


 
Non-interest Income(1) Three months ended September 30, 2019 (percent of total non-interest income) 3Q19 2Q19 Change (in thousands) n Wealth management $ 13,867 $ 14,153 $ (286) n Mortgage banking 6,658 6,593 65 n Consumer banking 13,333 12,367 966 n Commercial banking 18,284 18,442 (158) ~ $730 n Other million 3,179 2,584 595 $ 55,321 $~ $610 54,139 1,182 million Three months ended June 30, 2019 (percent of total non-interest income) Non-interest income increased $1.2 million, or 2.2% Driven by increases in: Consumer banking - increases in card income and overdraft fees Other - increases due to additional investments in bank-owned life insurance Partially offset by decreases in: Wealth management - trust commission and brokerage income Commercial banking - merchant and card income (1) Excluding investment securities gains 24


 
Non-interest Expenses Three months ended September 30, 2019 (percent of total non-interest expense) 3Q19 2Q19 Change (in thousands) n Salaries and benefits $ 78,211 $ 78,991 $ (780) n Occupancy 12,368 14,469 (2,101) n Data Processing and software 11,590 11,268 322 n Other outside services 12,163 11,259 904 n Other 32,438 28,181 4,257 $146,770 $144,168 2,602 Non-interest expenses increased $2.6 million, or 1.8% Three months ended June 30, 2019 (percent of total non-interest expense) Driven by increases in: Other - $4.3 million of penalties related to the prepayment of FHLB advances Partially offset by decreases in: Other - $2.6 million of FDIC Insurance credits Salaries and benefits Occupancy Subsidiary bank consolidation costs of $5.2 million and $5.1 million were included in 3Q19 and 2Q19 other expense, respectively. 25


 
Profitability & Capital ROA(1) ROE AND ROE (TANGIBLE)(2) 1.40% 1.28% 16.00% 14.99% 14.03% 1.20% 1.12% 1.11% 1.14% 1.15% 13.17% 13.28% 13.60% 11.48% 1.00% 12.00% 10.10% 10.15% 10.42% 10.64% 0.80% 8.00% 0.60% 4.00% 0.40% 0.20% 0.00% 3Q18 4Q18 1Q19 2Q19 3Q19 0.00% 3Q18 4Q18 1Q19 2Q19 3Q19 ROE ROE (tangible) TANGIBLE COMMON EQUITY RATIO(2) NET INCOME PER DILUTED SHARE 12.0% $0.40 $0.37 $0.37 $0.35 $0.35 $0.33 $0.33 8.8% 8.5% 8.6% 8.5% 8.5% $0.30 8.0% $0.25 $0.20 4.0% $0.15 $0.10 $0.05 0.0% $- 3Q18 4Q18 1Q19 2Q19 3Q19 3Q18 4Q18 1Q19 2Q19 3Q19 In 2019, approximately 6.8 million shares were repurchased at a cost of $111.3 million through September 2019. (1) ROA is return an average assets determined by dividing net income for the period indicated by average assets, annualized 26 (2) Non-GAAP based financial measure. Please refer to the calculation and management’s reasons for using this measure on the slide titled “Non-GAAP Reconciliation” at the end of this presentation


 
2019 Outlook Changes from the outlook as of the end of the second quarter of 2019 have been underlined. • Loans & Deposits: Average annual loan and deposit growth rates in the low to mid single-digits • Net Interest Income: Low single-digit growth rate • Net Interest Margin: A decrease of 3 to 5 basis points over the full year 2019 vs. 2018 • Non-Interest Income: High single-digit growth rate • Non-Interest Expense: Excluding charter consolidation costs, low single-digit growth rate • Asset Quality: $3 million to $8 million provision for credit losses per quarter • Capital: Levels to remain consistent with December 31, 2018 • Effective Tax Rate: Anticipated to range between 14% and 16% 27 27


 
APPENDIX


 
Average Loan Portfolio And Yields Change in 3Q 2019 Balance From Yield From Balance Yield 2Q 2019 3Q 2018 2Q 2019 3Q 2018 (dollars in millions) Comm'l Mtg $ 6,489 4.57% $ 65 $ 179 (0.10%) 0.11% Commercial 4,415 4.56% (26) 111 (0.17%) 0.20% Res Mtg 2,513 4.06% 146 370 (0.03%) 0.10% Home Equity 1,364 5.27% (40) (110) (0.08%) 0.28% Construction 905 4.68% (38) (65) (0.61%) 0.10% Consumer 458 4.36% 12 82 (0.02%) (0.14%) Leasing 278 4.41% (2) 2 (0.04%) (0.25%) Other 15 - 4 6 - % - % - Total Loans $ 16,437 4.55% $ 121 $ 575 (0.14%) 0.11% Note: Presented on an FTE basis, using a 21% federal tax rate and statutory interest expense disallowances 29 Average loan portfolio and yield are for the three months ended September 30, 2019, June 30, 2019 and September 30, 2018


 
Average Customer Funding And Rates Change In 3Q 2019 Balance From Rate From Balance Rate 2Q 2019 3Q 2018 2Q 2019 3Q 2018 (dollars in millions) Non-int DDA $ 4,248 - % $ 47 $ (50) - % - % Int DDA 4,448 0.82% 262 332 0.04% 0.21% Savings/Money Mkt 5,026 0.87% 100 308 0.01% 0.23% Brokered 253 2.40% 7 91 (0.18%) 0.35% Time 2,975 1.86% 159 302 0.12% 0.52% Total Deposits 16,950 0.84% 575 983 0.04% 0.25% Cash Mgt 333 0.80% (12) (115) 0.03% 0.32% Total Customer Funding $ 17,283 0.84% $ 563 $ 868 0.04% 0.25% 30


 
Non-Interest Income(1) Change From 3Q 2019 2Q 2019 3Q 2018 2Q 2019 3Q 2018 (in thousands) Wealth management $ 13,867 $ 14,153 $ 13,066 $ (286) $ 801 Commercial banking: Merchant and card 6,166 6,512 6,307 (346) (141) Cash management 4,696 4,638 4,472 58 224 Commercial loan interest rate swap 3,944 3,477 3,607 467 337 Other commercial banking 3,478 3,815 3,154 (337) 324 Total commercial banking 18,284 18,442 17,540 (158) 744 Consumer banking: Card 5,791 5,047 5,382 744 409 Overdraft 4,682 4,413 4,443 269 239 Other consumer banking 2,860 2,907 2,840 (47) 20 Total consumer banking 13,333 12,367 12,665 966 668 Mortgage banking: Gains on sales of mortgage loans 5,520 5,180 3,659 340 1,861 Mortgage servicing 1,138 1,413 1,237 (275) (99) Total mortgage banking 6,658 6,593 4,896 65 1,762 Other 3,179 2,584 2,852 595 327 Total Non-Interest Income(1) $ 55,321 $ 54,139 $ 51,019 $ 1,182 $ 4,302 31 (1) Excluding securities gains


 
Non-Interest Expense Change From 3Q 2019 2Q 2019 3Q 2018 2Q 2019 3Q 2018 (in thousands) Salaries and employee benefits $ 78,211 $ 78,991 $ 76,770 $ (780) $ 1,441 Net occupancy 12,368 14,469 12,578 (2,101) (210) Other outside services 12,163 11,259 9,122 904 3,041 Data processing and software 11,590 11,268 10,157 322 1,433 Prepayment of FHLB advances 4,326 - - 4,326 4,326 Equipment 3,459 3,299 3,000 160 459 Professional fees 3,331 2,970 3,427 361 (96) Marketing 3,322 2,863 2,692 459 630 Amortization of tax credit investments 1,533 1,492 1,637 41 (104) Intangible amortization 1,071 107 - 964 1,071 FDIC insurance 239 2,755 2,814 (2,516) (2,575) Other 15,157 14,695 13,216 462 1,941 Total Non-Interest Expense $ 146,770 $ 144,168 $ 135,413 $ 2,602 $ 11,357 32


 
Non-GAAP Reconciliation Three Months Ended Sep 30 Dec 31 Mar 31 Jun 30 Sep 30 2018 2018 2019 2019 2019 Note: The Corporation has presented the Tangible Common Equity to Tangible Assets (TCE Ratio) (dollars in thousands) following non-GAAP (Generally Accepted Accounting Principles) financial measures Shareholders' equity $ 2,283,014 $ 2,247,573 $ 2,301,019 $ 2,308,798 $ 2,324,016 because it believes that these measures Less: Intangible assets (531,556) (531,556) (535,356) (535,249) (534,178) provide useful and comparative information Tangible shareholders' equity (numerator) $ 1,751,458 $ 1,716,017 $ 1,765,663 $ 1,773,549 $ 1,789,838 to assess trends in the Corporation's results of operations and financial condition. Total assets $ 20,364,810 $ 20,682,152 $ 20,974,649 $ 21,308,670 $ 21,703,618 Presentation of these non-GAAP financial Less: Intangible assets (531,556) (531,556) (535,356) (535,249) (534,178) measures is consistent with how the Total tangible assets (denominator) $ 19,833,254 $ 20,150,596 $ 20,439,293 $ 20,773,421 $ 21,169,440 Corporation evaluates its performance internally and these non-GAAP financial Tangible Common Equity to Tangible Assets 8.8% 8.5% 8.6% 8.5% 8.5% measures are frequently used by securities analysts, investors and other interested Three Months Ended parties in the evaluation of companies in the Corporation's industry. Investors should Sep 30 Dec 31 Mar 31 Jun 30 Sep 30 recognize that the Corporation's 2018 2018 2019 2019 2019 presentation of these non-GAAP financial Pre-Provision Net Revenue (in thousands) measures might not be comparable to Net interest income $ 160,127 $ 162,944 $ 163,315 $ 164,544 $ 161,260 similarly-titled measures of other Non-interest income 51,033 49,523 46,751 54,315 59,813 companies. These non-GAAP financial Less: Investment securities gains (14) - (65) (176) (4,492) measures should not be considered a Total Revenue $ 211,146 $ 212,467 $ 210,001 $ 218,683 $ 216,581 substitute for GAAP basis measures and the Corporation strongly encourages a review of Non-interest expense $ 135,413 $ 140,685 $ 137,824 $ 144,168 $ 146,770 its condensed consolidated financial Less: Prepayment penalty on FHLB advances - - - - (4,326) statements in their entirety. Less: Amortization of tax credit investments (1,637) (6,538) (1,491) (1,492) (1,533) Less: Intangible Amortization - - (107) (107) (1,071) Total Non-interest expense $ 133,776 $ 134,147 $ 136,226 $ 142,569 $ 139,840 Pre-Provision Net Revenue $ 77,370 $ 78,320 $ 73,775 $ 76,114 $ 76,741 33


 
Non-GAAP Reconciliation Years Ended Nine Months Ended Three Months Ended Sep 30 Sep 30 Dec 31 Mar 31 Jun 30 2014 2015 2016 2017 2018 2019 2018 2018 2019 2019 Efficiency ratio Non-interest expense $ 459,246 $ 480,160 $ 489,519 $ 525,579 $ 546,104 $ 428,762 $ 135,413 $ 140,685 $ 137,824 $ 144,168 Less: Intangible Amortization - - - - - (1,285) - - (107) (107) Less: Amortization of tax credit investments (1,259) (247) - (11,028) (11,449) (4,516) (1,637) (6,538) (1,491) (1,492) Less: Loss on redemption of trust preferred securities - (5,626) - - - - - - - - Less: Prepeyment penalty on FHLB advances - - - - - (4,326) - - - - Non-interest expense (numerator) $ 457,987 $ 474,287 $ 489,519 $ 514,551 $ 534,655 $ 418,635 $ 133,776 $ 134,147 $ 136,226 $ 142,569 Net interest income (fully taxable-equivalent) $ 532,322 $ 518,464 $ 541,271 $ 598,565 $ 642,577 $ 498,877 $ 163,194 $ 166,123 $ 166,564 $ 167,796 Plus: Total Non-interest income 167,379 181,839 190,178 207,974 195,525 160,879 51,033 49,523 46,751 54,315 Less: Investment securities gains (2,041) (9,066) (2,550) (9,071) (37) (4,733) (14) - (65) (176) Net interest income (denominator) $ 697,660 $ 691,237 $ 728,899 $ 797,468 $ 838,065 $ 655,023 $ 214,213 $ 215,646 $ 213,250 $ 221,935 Efficiency ratio 65.6% 68.6% 67.2% 64.5% 63.8% 63.9% 62.5% 62.2% 63.9% 64.2% Three Months Ended Sep 30 Dec 31 Mar 31 Jun 30 2018 2018 2019 2019 Return on Average Shareholders' Equity (ROE) (Tangible) Net income $ 65,633 $ 58,083 $ 56,663 $ 59,779 Plus: Intangible amortization, net of tax - - 85 85 Net income (numerator) $ 65,633 $ 58,083 $ 56,748 $ 59,864 Average shareholders' equity $ 2,269,093 $ 2,281,669 $ 2,265,097 $ 2,301,258 Less: Average goodwill and intangible assets (531,556) (531,556) (531,767) (535,301) Average tangible shareholders' equity (denominator) $ 1,737,537 $ 1,750,113 $ 1,733,330 $ 1,765,957 34


 
Peer Group . Atlantic Union Bankshares Corporation . Prosperity Bancshares, Inc. . BancorpSouth Bank . Provident Financial Services, Inc. . Commerce Bancshares, Inc. . Trustmark Corporation . First Midwest Bancorp, Inc. . UMB Financial Corporation . F.N.B. Corporation . Umpqua Holdings Corporation . Hancock Whitney Corporation . United Bankshares, Inc. . IBERIABANK Corporation . United Community Banks, Inc. . Investors Bancorp, Inc. . Valley National Bancorp . Northwest Bancshares, Inc. . Webster Financial Corporation . Old National Bancorp . Wintrust Financial Corporation 35


 
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