Regions Bank plans to pay $51 million to resolve charges related to the intentional misclassification of loans and accounting fraud.
The Securities and Exchange Commission said Wednesday it has filed fraud charges against three former senior managers of Regions Bank for intentionally misclassifying loans that should have been recorded as impaired for accounting purposes
The SEC said the scheme resulted in the bank’s publicly-traded holding company overstating its income and earnings per share in its financial reporting.
The SEC also entered into a deferred prosecution agreement with the bank’s holding company, Regions Financial Corp., which the agency said substantially cooperated with the SEC’s investigation and undertook extensive remedial actions. Regions will pay a total of $51 million to resolve parallel actions by the SEC, Federal Reserve Board, and Alabama Department of Banking.
According to the SEC’s orders instituting administrative proceedings against the three former managers, Thomas A. Neely Jr. was the principal architect of the scheme while serving as head of Regions Bank’s risk analytics group in 2009. Along with the bank’s head of special assets Jeffrey C. Kuehr and chief credit officer Michael J. Willoughby, Neely took intentional steps to circumvent internal accounting controls and improperly classify $168 million in commercial loans as performing so Regions could avoid recording a higher allowance for loan and lease losses.
Kuehr and Willoughby agreed to settle the SEC’s charges by paying penalties of $70,000 apiece and consenting to bars from serving as officers or directors of public companies. The SEC said its Division of Enforcement will continue to litigate its case against Neely.
“Our enforcement actions against three senior executives coupled with the deferred prosecution agreement with Regions demonstrate that we will aggressively pursue individual responsibility while rewarding extraordinary cooperation and remediation by companies,” said Andrew J. Ceresney, director of the SEC’s Division of Enforcement, in a statement. “The bank helped us bring a case against culpable individuals while remediating the misconduct by restructuring its processes and putting new management in place, among other things.”
Regions Bank tracked and recorded its non-performing loans, or NPLs, for internal performance metrics and regular financial reporting. The NPLs typically were placed on non-accrual status when it was determined that payment of all contractual principal and interest was 90 days past due or otherwise in doubt. Once a loan was placed in non-accrual status, uncollected interest accrued during that current year was reversed and Regions Bank’s interest income would be reduced. Non-accrual status also served as a trigger for Regions Bank to consider whether the specific loan was impaired and to determine an allowance for loan and lease losses in accordance with U.S. GAAP.
The SEC’s Division of Enforcement alleges that when personnel within Regions Bank’s special asset department initiated procedures to place approximately $168 million in NPLs into non-accrual status during the first quarter of 2009, Neely arbitrarily and without supporting documentation required the loans to remain in accrual status. By failing to classify the impaired loans in accordance with its policies, Regions’ financial statements for the quarter ended March 31, 2009, were materially misstated and not in conformity with GAAP. In furtherance of the scheme, Neely and Willoughby knowingly provided understated NPL data for the quarter to the Regions’ CFO and other senior executives during a meeting in late March.
The SEC’s order against Neely charges him with violations of the antifraud, reporting, books and records, and internal controls provisions of the federal securities laws. Kuehr and Willoughby consented to the entry of a cease-and-desist order finding that they violated or caused violations of the securities laws as well as the reporting, books and records, and internal controls provisions of the federal securities laws. Without admitting or denying the findings, Kuehr and Willoughby agreed to pay their respective $70,000 penalties plus be prohibited from serving as officers or directors of public companies for a period of five years.
The deferred prosecution agreement with Regions relates to the bank’s failure to maintain adequate accounting controls at the time. The agreement credits the company’s extensive remedial efforts, including the creation of a new problem asset division with entirely new management and significantly enhanced procedures. The agreement credits the substantial cooperation by Regions during the SEC’s investigation, and imposes a $26 million penalty that will be offset provided that the company pays a $46 million penalty assessed in the Federal Reserve’s action. Regions also will pay a $5 million penalty to the Alabama Department of Banking.
Regions Financial Corp. confirmed Wednesday that it has entered into a deferred prosecution agreement with the SEC and that Regions Bank, the principal banking subsidiary of Regions Financial Corporation, has entered into a consent order with the Federal Reserve Board of Governors and the Alabama State Banking Department. These agreements resolve previously disclosed regulatory inquiries involving the accounting for certain problem loans at the end of the first quarter of 2009.
Under the terms of the agreements, Regions Bank will pay a $51 million civil money penalty. The company said it has also established a reserve in the fourth quarter of 2013 sufficient to cover this matter.
In its agreement, the SEC noted that Regions "provided extensive cooperation" throughout the investigation, Regions pointed out. The company added that since the financial crisis, Regions has returned to sustainable profitability, significantly reduced credit losses, and strengthened its executive management team, including naming a new CEO and chairman as well as a new chief financial officer, general counsel, deputy general counsel, chief risk officer, and chief credit officer.
“In addition, Regions has significantly strengthened its risk management team and processes, including creating an Ethics Council, restructuring credit and problem asset management, enhancing loan portfolio analytics capabilities, and strengthening governance and Board oversight,” said the company.