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Shareholders' Equity, Capital Ratios and Other Regulatory Matters
3 Months Ended
Mar. 31, 2018
Banking and Thrift [Abstract]  
Shareholders' Equity, Capital Ratios and Other Regulatory Matters
SHAREHOLDERS' EQUITY, CAPITAL RATIOS AND OTHER REGULATORY MATTERS

Preferred Stock
The following table presents a summary of the Company's non-cumulative perpetual preferred stock:
 
 
 
 
 
 
 
 
 
March 31, 2018
 
December 31, 2017
 
Issuance Date
 
Earliest Redemption Date
 
Annual Dividend Rate
 
Liquidation Amount
 
Carrying Amount
 
Carrying Amount
(Dollars in thousands)
 
 
 
Series B Preferred Stock
8/5/2015
 
8/1/2025
 
6.625
%
 
$
80,000

 
$
76,812

 
$
76,812

Series C Preferred Stock
5/9/2016
 
5/1/2026
 
6.600
%
 
57,500

 
55,285

 
55,285

 
 
 
 
 
 
 
$
137,500

 
$
132,097

 
$
132,097


Common Stock
During the second quarter of 2016, the Company's Board of Directors authorized the repurchase of up to 950,000 shares of IBERIABANK Corporation's outstanding common stock. Stock repurchases under this program will be made from time to time, on the open market or in privately negotiated transactions. The timing of these repurchases will depend on market conditions and other requirements. The share repurchase program does not obligate the Company to repurchase any dollar amount or number of shares, and expires during the second quarter of 2018. The program may be extended, modified, suspended, or discontinued at any time. The Company did not repurchase any shares during the quarter ended March 31, 2018. At March 31, 2018, the remaining common shares that could be repurchased under the plan approved by the Board was 747,494 shares. Subsequent to quarter end and through May 7, 2018, the Company repurchased 180,000 common shares for approximately $13.7 million.
On March 23, 2018, as part of the Gibraltar acquisition, the Company issued 2,787,773 shares of common stock. The aggregate value of the acquisition consideration paid by the Company at the time of closing was approximately $214.7 million based on the Company's closing common stock price of $77.00 per share on March 23, 2018. Gibraltar common shareholders received 1.9749 shares of IBERIABANK Corporation common stock for each outstanding share of Gibraltar common stock. Refer to Note 3, Acquisition Activity, for further detail regarding the Gibraltar acquisition.
Regulatory Capital
The Company and IBERIABANK are subject to various regulatory capital requirements administered by the federal and state banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements. Under capital adequacy regulations and the regulatory framework for prompt corrective action, the Company and IBERIABANK, as applicable, must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.
Management believes that, as of March 31, 2018, the Company and IBERIABANK met all capital adequacy requirements to which they are subject.
As of March 31, 2018, the most recent notification from the FRB categorized IBERIABANK as well-capitalized under the regulatory framework for prompt corrective action (the prompt corrective action requirements are not applicable to the Company). To be categorized as well-capitalized, an institution must maintain minimum total risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth in the following table. There are no conditions or events since the notification that management believes have changed that categorization.
The Company’s and IBERIABANK’s actual capital amounts and ratios as of March 31, 2018 and December 31, 2017 are presented in the following tables.
(Dollars in thousands)
March 31, 2018
Minimum
 
Well-Capitalized
 
Actual
Amount
 
Ratio
 
Amount
 
Ratio
 
Amount
 
Ratio
Tier 1 Leverage
 
 
 
 
 
 
 
 
 
 
 
Consolidated
$
1,076,933

 
4.00
%
 
N/A

 
N/A
 
$
2,685,315

 
9.97
%
IBERIABANK
1,074,579

 
4.00

 
1,343,223

 
5.00
 
2,640,916

 
9.83

Common Equity Tier 1 (CET1) (1)
 
 
 
 
 
 
 
 
 
 
 
Consolidated
$
1,067,284

 
4.50
%
 
N/A

 
N/A
 
$
2,553,218

 
10.77
%
IBERIABANK
1,065,059

 
4.50

 
1,538,418

 
6.50
 
2,640,916

 
11.16

Tier 1 Risk-Based Capital (1)
 
 
 
 
 
 
 
 
 
 
 
Consolidated
$
1,423,046

 
6.00
%
 
N/A

 
N/A
 
$
2,685,315

 
11.32
%
IBERIABANK
1,420,078

 
6.00

 
1,893,437

 
8.00
 
2,640,916

 
11.16

Total Risk-Based Capital (1)
 
 
 
 
 
 
 
 
 
 
 
Consolidated
$
1,897,394

 
8.00
%
 
N/A

 
N/A
 
$
2,959,774

 
12.48
%
IBERIABANK
1,893,437

 
8.00

 
2,366,797

 
10.00
 
2,798,875

 
11.83



 
December 31, 2017
 
Minimum
 
Well-Capitalized
 
Actual
 
Amount
 
Ratio
 
Amount
 
Ratio
 
Amount
 
Ratio
Tier 1 Leverage
 
 
 
 
 
 
 
 
 
 
 
Consolidated
$
1,073,381

 
4.00
%
 
N/A

 
N/A
 
$
2,509,496

 
9.35
%
IBERIABANK
1,070,789

 
4.00

 
1,338,487

 
5.00
 
2,437,275

 
9.10

Common Equity Tier 1 (CET1) (1)
 
 
 
 
 
 
 
 
 
 
 
Consolidated
$
1,011,732

 
4.50
%
 
N/A

 
N/A
 
$
2,377,398

 
10.57
%
IBERIABANK
1,009,553

 
4.50

 
1,458,243

 
6.50
 
2,437,275

 
10.86

Tier 1 Risk-Based Capital (1)
 
 
 
 
 
 
 
 
 
 
 
Consolidated
$
1,348,977

 
6.00
%
 
N/A

 
N/A
 
$
2,509,496

 
11.16
%
IBERIABANK
1,346,070

 
6.00

 
1,794,760

 
8.00
 
2,437,275

 
10.86

Total Risk-Based Capital (1)
 
 
 
 
 
 
 
 
 
 
 
Consolidated
$
1,798,635

 
8.00
%
 
N/A

 
N/A
 
$
2,780,095

 
12.37
%
IBERIABANK
1,794,760

 
8.00

 
2,243,450

 
10.00
 
2,591,374

 
11.55


(1) Minimum capital ratios are subject to a capital conservation buffer. In order to avoid limitations on distributions, including dividend payments, and certain discretionary bonus payments to executive officers, an institution must hold a capital conservation buffer above its minimum risk-based capital requirements. This capital conservation buffer is calculated as the lowest of the differences between the actual CET1 ratio, Tier 1 Risk-Based Capital Ratio, and Total Risk-Based Capital ratio and the corresponding minimum ratios. At March 31, 2018, the required minimum capital conservation buffer was 1.875%, and will increase by 0.625% and be fully phased-in on January 1, 2019 at 2.50%. At March 31, 2018, the capital conservation buffers of the Company and IBERIABANK were 4.48% and 3.83%, respectively.