Quarterly report pursuant to Section 13 or 15(d)

BORROWINGS

v3.23.3
BORROWINGS
9 Months Ended
Sep. 30, 2023
Borrowings [Abstract]  
BORROWINGS

​

​

6. BORROWINGS

Short-term Borrowings

The Company classifies all borrowings that will mature within a year from the date on which the Company enters into them as short-term borrowings. Total short-term borrowings consist primarily of securities sold under agreements to repurchase, which are secured transactions with customers and generally mature the day following the date sold, advances from the FHLB, federal funds purchased (which are secured overnight borrowings from other financial institutions), and other lines of credit.

Total short-term borrowings consist of the following as of September 30, 2023 and December 31, 2022 (dollars in thousands):

​

​

​

​

​

​

​

​

​

    

September 30, 

​

December 31, 

 

​

​

2023

​

2022

 

Securities sold under agreements to repurchase

​

$

134,936

​

$

142,837

​

Federal Funds Purchased

​

​

—

​

​

160,000

​

FHLB Advances

​

 

495,000

​

 

1,016,000

​

Total short-term borrowings

​

$

629,936

​

$

1,318,837

​

​

​

​

​

​

​

​

​

Average outstanding balance during the period

​

$

633,896

​

$

302,060

​

Average interest rate during the period

​

 

4.66

%  

 

1.79

%

Average interest rate at end of period

​

 

5.12

%  

 

3.89

%

​

The Bank maintains federal funds lines with several correspondent banks; the available balance was $737.0 million and $1.0 billion at September 30, 2023 and December 31, 2022, respectively. The Company maintains an alternate line of credit at a correspondent bank; the available balance was $25.0 million at both September 30, 2023 and December 31, 2022. The Company has certain restrictive covenants related to certain asset quality, capital, and profitability metrics associated with these lines and was in compliance with these covenants as of September 30, 2023 and December 31, 2022. Additionally, the Company had a collateral dependent line of credit with the FHLB of up to $6.2 billion at September 30, 2023 and $6.0 billion at December 31, 2022. The remaining credit availability on the collateral dependent line of credit with the FHLB was $5.7 billion and $4.9 billion at September 30, 2023 and December 31, 2022, respectively. Refer to Note 7 “Commitments and Contingencies” for additional information on the Company’s pledged collateral.

Starting in the first quarter of 2023, the Company was eligible to borrow from the Federal Reserve's BTFP, which provides additional contingent liquidity through the pledging of certain qualifying securities. The BTFP is a one-year program ending March 11, 2024, and the Company can borrow any time during the term and can repay the obligation at any time without penalty. As of September 30, 2023, liquidity of $531.0 million was available based on the par-value of qualifying securities from BTFP. The Company had not utilized the BTFP facility as of September 30, 2023.

Long-term Borrowings

In connection with several previous bank acquisitions, the Company issued $58.5 million and acquired $92.0 million of trust preferred capital notes. The remaining fair value discount on all acquired trust preferred capital notes was $11.9 million and $12.5 million at September 30, 2023 and December 31, 2022, respectively.

​

Total long-term borrowings consist of the following as of September 30, 2023 (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Spread to

​

​

​

​

​

​

​

​

​

Principal

​

3-Month SOFR (1)

​

Rate (2)

​

Maturity

​

Investment (3)

Trust Preferred Capital Securities

​

​

​

​

​

​

​

​

​

​

​

​

Trust Preferred Capital Note - Statutory Trust I

​

$

22,500

 

2.75

%  

8.41

%  

6/17/2034

​

$

696

Trust Preferred Capital Note - Statutory Trust II

​

 

36,000

 

1.40

%  

7.06

%  

6/15/2036

​

 

1,114

VFG Limited Liability Trust I Indenture

​

 

20,000

 

2.73

%  

8.39

%  

3/18/2034

​

 

619

FNB Statutory Trust II Indenture

​

 

12,000

 

3.10

%  

8.76

%  

6/26/2033

​

 

372

Gateway Capital Statutory Trust I

​

 

8,000

 

3.10

%  

8.76

%  

9/17/2033

​

 

248

Gateway Capital Statutory Trust II

​

 

7,000

 

2.65

%  

8.31

%  

6/17/2034

​

 

217

Gateway Capital Statutory Trust III

​

 

15,000

 

1.50

%  

7.16

%  

5/30/2036

​

 

464

Gateway Capital Statutory Trust IV

​

 

25,000

 

1.55

%  

7.21

%  

7/30/2037

​

 

774

MFC Capital Trust II

​

 

5,000

 

2.85

%  

8.51

%  

1/23/2034

​

 

155

Total Trust Preferred Capital Securities

​

$

150,500

 

  

 

  

 

  

​

$

4,659

Subordinated Debt (4)

​

​

​

​

​

​

​

​

​

​

​

​

2031 Subordinated Debt

​

​

250,000

​

—

%

2.875

%

12/15/2031

​

​

​

Total Subordinated Debt (5)

​

$

250,000

​

​

​

​

​

​

​

​

​

Fair Value Discount (6)

​

​

(14,426)

​

​

​

​

​

​

​

​

​

Investment in Trust Preferred Capital Securities

​

​

4,659

​

​

​

​

​

​

​

​

​

Total Long-term Borrowings

​

$

390,733

​

​

​

​

​

​

​

​

​

(1) As part of the adoption of ASC 848, the index changed from Three-Month LIBOR to Three-Month CME SOFR + 0.262% in the third quarter of 2023. For more information on ASC 848, refer to Note 1 “Summary of Significant Accounting Policies” in Part 1, Item 1 of this Quarterly Report.

(2) Rate as of September 30, 2023. Calculated using non-rounded numbers.

​

(3) Represents the junior subordinated debentures owned by the Company in trust and is reported in “Other assets” on the Company’s Consolidated Balance Sheets.

​

​

(4) Subordinated notes qualify as Tier 2 capital for the Company for regulatory purposes.

(5) Fixed-to-floating rate notes. On December 15, 2026, the interest rate changes to a floating rate of the then current Three-Month Term SOFR plus a spread of 186 bps through its maturity date or earlier redemption. The notes may be redeemed before maturity on any interest payment date occurring on or after December 15, 2026.

​

(6) Remaining discounts of $11.9 million and $2.6 million on Trust Preferred Capital Securities and Subordinated Debt, respectively.

​

​

Total long-term borrowings consist of the following as of December 31, 2022 (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Spread to

​

​

​

​

​

​

​

​

​

Principal

​

3-Month LIBOR (1)

​

Rate (2)

​

Maturity

​

Investment (3)

Trust Preferred Capital Securities

​

​

​

​

​

​

​

​

​

​

​

​

Trust Preferred Capital Note - Statutory Trust I

​

$

22,500

 

2.75

%  

7.52

%  

6/17/2034

​

$

696

Trust Preferred Capital Note - Statutory Trust II

​

 

36,000

 

1.40

%  

6.17

%  

6/15/2036

​

 

1,114

VFG Limited Liability Trust I Indenture

​

 

20,000

 

2.73

%  

7.50

%  

3/18/2034

​

 

619

FNB Statutory Trust II Indenture

​

 

12,000

 

3.10

%  

7.87

%  

6/26/2033

​

 

372

Gateway Capital Statutory Trust I

​

 

8,000

 

3.10

%  

7.87

%  

9/17/2033

​

 

248

Gateway Capital Statutory Trust II

​

 

7,000

 

2.65

%  

7.42

%  

6/17/2034

​

 

217

Gateway Capital Statutory Trust III

​

 

15,000

 

1.50

%  

6.27

%  

5/30/2036

​

 

464

Gateway Capital Statutory Trust IV

​

 

25,000

 

1.55

%  

6.32

%  

7/30/2037

​

 

774

MFC Capital Trust II

​

 

5,000

 

2.85

%  

7.62

%  

1/23/2034

​

 

155

Total Trust Preferred Capital Securities

​

$

150,500

 

  

 

  

 

  

​

$

4,659

Subordinated Debt (4)

​

​

​

​

​

​

​

​

​

​

​

​

2031 Subordinated Debt

​

​

250,000

​

—

%

2.875

%

12/15/2031

​

​

​

Total Subordinated Debt (5)

​

$

250,000

​

​

​

​

​

​

​

​

​

Fair Value Discount (6)

​

​

(15,296)

​

​

​

​

​

​

​

​

​

Investment in Trust Preferred Capital Securities

​

​

4,659

​

​

​

​

​

​

​

​

​

Total Long-term Borrowings

​

$

389,863

​

​

​

​

​

​

​

​

​

(1)The index rate changed from Three-Month LIBOR to Three-Month CME SOFR +0.262% in the third quarter of 2023 due to LIBOR cessation.

(2)Rate as of December 31, 2022. Calculated using non-rounded numbers.

​

(3) Represents the junior subordinated debentures owned by the Company in trust and is reported in "Other assets" on the Company’s Consolidated Balance Sheets.

​

(4) Subordinated notes qualify as Tier 2 capital for the Company for regulatory purposes.

(5) Fixed-to-floating rate notes. On December 15, 2026, the interest changes to a floating rate of the then current Three-Month Term SOFR plus a spread of 186 bps through its maturity date or earlier redemption. The notes may be redeemed before maturity on any interest payment date occurring on or after December 15, 2026.

​

(6) Remaining discounts of $12.5 million and $2.8 million on Trust Preferred Capital Securities and Subordinated Debt, respectively.

​

As of September 30, 2023, the contractual maturities of long-term debt are as follows for the years ending (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

  

Trust

  

​

  

​

  

​

​

  

Preferred

  

​

  

​

  

Total

​

  

Capital

  

Subordinated

  

Fair Value

  

 Long-term

​

  

Notes

  

Debt

  

Discount (1)

  

Borrowings

For the remaining three months of 2023

​

$

—

​

$

—

​

$

(292)

​

$

(292)

2024

​

 

—

​

 

—

​

 

(1,187)

​

 

(1,187)

2025

​

 

—

​

 

—

​

 

(1,211)

​

 

(1,211)

2026

​

 

—

​

 

—

​

 

(1,236)

​

 

(1,236)

2027

​

 

—

​

 

—

​

 

(1,263)

​

 

(1,263)

Thereafter

​

 

155,159

​

 

250,000

​

 

(9,237)

​

 

395,922

Total long-term borrowings

​

$

155,159

​

$

250,000

​

$

(14,426)

​

$

390,733

​

(1) Includes discount on Trust Preferred Capital Securities and Subordinated Debt.