10-Q 1 v465836_10q.htm 10-Q

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 10-Q

 

 

 

(Mark One)

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2017

 

OR

 

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number: 001-13901

 

 

 

 

 

AMERIS BANCORP

(Exact name of registrant as specified in its charter)

 

 

 

GEORGIA 58-1456434
(State of incorporation) (IRS Employer ID No.)

 

310 FIRST STREET, S.E., MOULTRIE, GA 31768

(Address of principal executive offices)

 

(229) 890-1111

(Registrant’s telephone number)

 

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ¨

 

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No   ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer x Accelerated filer ¨
       
Non-accelerated filer ¨  (Do not check if a smaller reporting company) Smaller reporting company ¨
       
    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. ¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

 

There were 37,144,266 shares of Common Stock outstanding as of May 3, 2017.

 

 

 

 

 

 

AMERIS BANCORP

TABLE OF CONTENTS

 

  Page
   
PART I – FINANCIAL INFORMATION  
     
Item 1. Financial Statements 1
     
  Consolidated Balance Sheets as of March 31, 2017 and December 31, 2016 1
     
  Consolidated Statements of Income and Comprehensive Income for the Three Months Ended March 31, 2017 and 2016 2
     
  Consolidated Statements of Shareholders’ Equity for the Three Months Ended March 31, 2017 and 2016 3
     
  Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2017 and 2016 4
     
  Notes to Consolidated Financial Statements 6
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 40
     
Item 3. Quantitative and Qualitative Disclosures About Market Risk 58
     
Item 4. Controls and Procedures 58
   
PART II – OTHER INFORMATION  
     
Item 1. Legal Proceedings 59
     
Item 1A. Risk Factors 59
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 59
     
Item 3. Defaults Upon Senior Securities 59
     
Item 4. Mine Safety Disclosures 59
     
Item 5. Other Information 59
     
Item 6. Exhibits 59
   
Signatures 60

  

 

 

 

Item 1. Financial Statements.

 

AMERIS BANCORP AND SUBSIDIARIES

Consolidated Balance Sheets (unaudited)

(dollars in thousands, except per share data)

 

  

March 31,
2017

  

December 31,
2016

 
Assets          
Cash and due from banks  $127,164   $127,164 
Federal funds sold and interest-bearing deposits in banks   232,045    71,221 
Investment securities available for sale, at fair value   830,765    822,735 
Other investments   35,950    29,464 
Loans held for sale, at fair value   105,637    105,924 
           
Loans   3,785,480    3,626,821 
Purchased loans   1,006,935    1,069,191 
Purchased loan pools   529,099    568,314 
Loans, net of unearned income   5,321,514    5,264,326 
Allowance for loan losses   (25,250)   (23,920)
Loans, net   5,296,264    5,240,406 
           
Other real estate owned, net   10,466    10,874 
Purchased other real estate owned, net   11,668    12,540 
Total other real estate owned, net   22,134    23,414 
           
Premises and equipment, net   121,610    121,217 
Goodwill   125,532    125,532 
Other intangible assets, net   16,391    17,428 
Deferred income taxes, net   41,505    40,776 
Cash value of bank owned life insurance   78,442    78,053 
Other assets   61,417    88,697 
Total assets  $7,094,856   $6,892,031 
           
Liabilities          
Deposits:          
Noninterest-bearing  $1,654,723   $1,573,389 
Interest-bearing   3,987,646    4,001,774 
Total deposits   5,642,369    5,575,163 
Securities sold under agreements to repurchase   40,415    53,505 
Other borrowings   525,669    492,321 
Subordinated deferrable interest debentures   84,559    84,228 
Other liabilities   43,628    40,377 
Total liabilities   6,336,640    6,245,594 
           
Commitments and Contingencies (Note 10)          
Shareholders’ Equity          
Preferred stock, stated value $1,000 (5,000,000 shares authorized; 0 shares issued and outstanding at March 31, 2017 and December 31, 2016)   -    - 
Common stock, par value $1 (100,000,000 shares authorized; 38,602,949 and 36,377,807 shares issued at March 31, 2017 and December 31, 2016, respectively)   38,603    36,378 
Capital surplus   503,543    410,276 
Retained earnings   231,894    214,454 
Accumulated other comprehensive income (loss), net of tax   (1,209)   (1,058)
Treasury stock, at cost (1,474,235 shares and 1,456,333 shares at March 31, 2017 and December 31, 2016, respectively)   (14,615)   (13,613)
           
Total shareholders’ equity   758,216    646,437 
           
Total liabilities and shareholders’ equity  $7,094,856   $6,892,031 

 

See notes to unaudited consolidated financial statements.

 

 1 

 

 

AMERIS BANCORP AND SUBSIDIARIES

Consolidated Statements of Income and Comprehensive Income (unaudited)

(dollars in thousands, except per share data)

 

  

Three Months Ended
March 31,

 
  

2017

  

2016

 
Interest income          
Interest and fees on loans  $61,521   $49,191 
Interest on taxable securities   4,800    4,586 
Interest on nontaxable securities   416    446 
Interest on deposits in other banks and federal funds sold   313    336 
Total interest income   67,050    54,559 
           
Interest expense          
Interest on deposits   3,763    2,741 
Interest on other borrowings   2,697    1,382 
Total interest expense   6,460    4,123 
           
Net interest income   60,590    50,436 
Provision for loan losses   1,836    681 
Net interest income after provision for loan losses   58,754    49,755 
           
Noninterest income          
Service charges on deposit accounts   10,563    9,915 
Mortgage banking activity   11,215    10,211 
Other service charges, commissions and fees   709    1,111 
Gain on sale of securities   -    94 
Other noninterest income   3,219    2,955 
Total noninterest income   25,706    24,286 
Noninterest expense          
Salaries and employee benefits   27,794    26,187 
Occupancy and equipment expense   5,877    5,700 
Data processing and communications costs   6,572    6,113 
Credit resolution-related expenses   933    1,799 
Advertising and marketing expense   1,106    805 
Amortization of intangible assets   1,036    1,020 
Merger and conversion charges   402    6,359 
Other noninterest expenses   9,373    7,617 
Total noninterest expense   53,093    55,600 
Income before income tax expense   31,367    18,441 
Income tax expense   10,214    6,124 
Net income   21,153    12,317 
           
Other comprehensive income (loss)          
Net unrealized holding gains (losses) arising during period on investment securities available for sale, net of tax expense (benefit) of ($105) and $2,011   (194)   3,734 
Reclassification adjustment for gains on investment securities included in earnings, net of tax of $0 and $33   -    (61)
Unrealized gains (losses) on cash flow hedges arising during period, net of tax expense (benefit) of $23 and ($331)   43    (615)
Other comprehensive income (loss)   (151)   3,058 
Total comprehensive income  $21,002   $15,375 
Basic earnings per common share  $0.59   $0.38 
Diluted earnings per common share  $0.59   $0.37 
Dividends declared per common share  $0.10   $0.05 
Weighted average common shares outstanding (in thousands)          
Basic   35,664    32,752 
Diluted   36,040    33,054 

 

See notes to unaudited consolidated financial statements.

 

 2 

 

 

AMERIS BANCORP AND SUBSIDIARIES

Consolidated Statements of Shareholders’ Equity (unaudited)

(dollars in thousands, except per share data)

 

   Three Months Ended
March 31, 2017
   Three Months Ended
March 31, 2016
 
  

Shares

  

Amount

  

Shares

  

Amount

 
Common Stock                    
Balance at beginning of period   36,377,807   $36,378    33,625,162   $33,625 
Issuance of common stock   2,141,072    2,141    2,549,469    2,549 
Issuance of restricted shares   67,721    68    96,749    97 
Cancellation of restricted shares   -    -    (3,000)   (3)
Proceeds from exercise of stock options   16,349    16    3,805    4 
Issued at end of period   38,602,949   $38,603    36,272,185   $36,272 
                     
Capital Surplus                    
Balance at beginning of period       $410,276        $337,349 
Share-based compensation        673         492 
Issuance of common shares, net of issuance costs of $4,925 and $0        92,359         69,906 
Issuance of restricted shares        (68)        (97)
Cancellation of restricted shares        -         3 
Proceeds from exercise of stock options        303         73 
Balance at end of period       $503,543        $407,726 
                     
Retained Earnings                    
Balance at beginning of period       $214,454        $152,820 
Net income        21,153         12,317 
Dividends on common shares        (3,713)        (1,742)
Balance at end of period       $231,894        $163,395 
                     
Accumulated Other Comprehensive Income (Loss),                    
Net of Tax                    
Unrealized gains on securities and derivatives:                    
Balance at beginning of period       $(1,058)       $3,353 
Other comprehensive income (loss) during the period        (151)        3,058 
Balance at end of period       $(1,209)       $6,411 
                     
Treasury Stock                    
Balance at beginning of period   1,456,333   $(13,613)   1,413,777   $(12,388)
Purchase of treasury shares   17,902    (1,002)   20,954    (588)
Balance at end of period   1,474,235   $(14,615)   1,434,731   $(12,976)
                     
Total Shareholders’ Equity       $758,216        $600,828 

 

See notes to unaudited consolidated financial statements.

 

 3 

 

 

AMERIS BANCORP AND SUBSIDIARIES

Consolidated Statements of Cash Flows (unaudited)

(dollars in thousands)

 

   Three Months Ended
March 31,
 
   2017   2016 
Operating Activities          
Net income  $21,153   $12,317 
Adjustments reconciling net income to net cash provided by operating activities:          
Depreciation   2,341    2,261 
Net losses (gains) on sale or disposal of premises and equipment   295    (77)
Provision for loan losses   1,836    681 
Net losses (gains) on sale of other real estate owned including write-downs   (127)   1,498 
Share-based compensation expense   673    492 
Amortization of intangible assets   1,036    1,020 
Provision for deferred taxes   (580)   (1,665)
Net amortization of investment securities available for sale   1,697    1,441 
Net gains on securities available for sale   -    (94)
Accretion of discount on purchased loans   (3,097)   (4,134)
Amortization of premium on purchased loan pools   1,148    771 
Net accretion of other borrowings   (57)   - 
Amortization of subordinated deferrable interest debentures   331    462 
Originations of mortgage loans held for sale   (311,813)   (266,587)
Payments received on mortgage loans held for sale   430    270 
Proceeds from sales of mortgage loans held for sale   294,045    279,752 
Net gains on sale of mortgage loans held for sale   (9,200)   (11,405)
Originations of SBA loans   (19,003)   (17,134)
Proceeds from sales of SBA loans   4,600    13,300 
Net gains on sale of SBA loans   (1,407)   (1,086)
Increase in cash surrender value of BOLI   (389)   (357)
Changes in FDIC loss-share receivable/payable, net of cash payments received   735    1,805 
Change attributable to other operating activities   28,606    719 
Net cash provided by (used in) operating activities   13,253    14,250 
           
           
Investing Activities, net of effects of business combinations          
Purchase of securities available for sale   (40,145)   (56,168)
Proceeds from maturities of securities available for sale   30,119    24,666 
Proceeds from sales of securities available for sale   -    41,564 
Net increase in other investments   (642)   (1,274)
Net increase in loans, excluding purchased loans   (117,681)   (94,916)
Payments received on purchased loans   63,061    52,025 
Purchases of loan pools   -    (90,369)
Payments received on purchased loan pools   38,067    25,827 
Purchases of premises and equipment   (1,219)   (3,694)
Proceeds from sales of premises and equipment   -    131 
Proceeds from sales of other real estate owned   4,568    4,497 
Payments received from (paid to) FDIC under loss-share agreements   (559)   3,299 
Net cash proceeds received (paid) from acquisitions   -    (7,205)
Net cash used in investing activities   (24,431)   (101,617)
         (Continued) 

 

 4 

 

 

AMERIS BANCORP AND SUBSIDIARIES

Consolidated Statements of Cash Flows (unaudited)

(dollars in thousands)

 

   Three Months Ended
March 31,
 
  

2017

  

2016

 
Financing Activities, net of effects of business combinations          
Net increase (decrease) in deposits  $67,206   $(49,863)
Net decrease in securities sold under agreements to repurchase   (13,090)   (19,844)
Proceeds from other borrowings   518,755    23,000 
Repayment of other borrowings   (485,350)   - 
Issuance of common stock   88,656    - 
Proceeds from exercise of stock options   319    77 
Dividends paid - common stock   (3,492)   (1,742)
Purchase of treasury shares   (1,002)   (588)
Net cash provided by (used in) financing activities   172,002    (48,960)
Net increase (decrease) in cash and cash equivalents   160,824    (136,327)
Cash and cash equivalents at beginning of period   198,385    390,563 
Cash and cash equivalents at end of period  $359,209   $254,236 
           
Supplemental Disclosures of Cash Flow Information          
Cash paid during the period for:          
Interest  $6,348   $4,059 
Income taxes   18    804 
Loans (excluding purchased loans) transferred to other real estate owned   1,657    1,044 
Purchased loans transferred to other real estate owned   1,489    1,401 
Loans transferred from loans held for sale to loans   45,828    23,118 
Loans provided for the sales of other real estate owned   264    585 
Assets acquired in business acquisitions   -    561,440 
Liabilities assumed in business acquisitions   -    465,048 
Issuance of common stock in acquisitions   -    72,455 
Issuance of common stock in exchange for equity investment in US Premium Finance Holding Company   5,844    - 
Change in unrealized gain (loss) on securities available for sale, net of tax   (194)   3,673 
Change in unrealized gain (loss) on cash flow hedge (interest rate swap), net of tax   43    (615)
         (Concluded) 

 

See notes to unaudited consolidated financial statements.

 

 5 

 

 

AMERIS BANCORP AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

March 31, 2017

 

NOTE 1 – BASIS OF PRESENTATION AND ACCOUNTING POLICIES

 

Nature of Business

 

Ameris Bancorp (the “Company” or “Ameris”) is a financial holding company headquartered in Moultrie, Georgia. Ameris conducts substantially all of its operations through its wholly owned banking subsidiary, Ameris Bank (the “Bank”). At March 31, 2017, the Bank operated 97 branches in select markets in Georgia, Alabama, Florida and South Carolina. Our business model capitalizes on the efficiencies of a large financial services company while still providing the community with the personalized banking service expected by our customers. We manage our Bank through a balance of decentralized management responsibilities and efficient centralized operating systems, products and loan underwriting standards. The Company’s Board of Directors and senior managers establish corporate policy, strategy and administrative policies. Within our established guidelines and policies, the banker closest to the customer responds to the differing needs and demands of his or her unique market.

 

Basis of Presentation

 

The accompanying unaudited consolidated financial statements for Ameris have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statement presentation. The interim consolidated financial statements included herein are unaudited but reflect all adjustments (consisting of normal recurring accruals) which, in the opinion of management, are necessary for a fair presentation of the consolidated financial position and results of operations for the interim periods presented. All significant intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the period ended March 31, 2017 are not necessarily indicative of the results to be expected for the full year. These financial statements should be read in conjunction with the financial statements and notes thereto and the report of our registered independent public accounting firm included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

 

Accounting Policy Update

 

Other InvestmentsOther investments include Federal Home Loan Bank (“FHLB”) stock, Federal Reserve Bank stock and a minority equity investment in US Premium Finance Holding Company, a Florida corporation (“USPF”). These investments do not have readily determinable fair values and are carried at cost. They are periodically reviewed for impairment based on ultimate recovery of par value or cost basis. Both stock and cash dividends are reported as income. For additional information regarding the Company’s minority equity investment in USPF, see Note 3.

 

Reclassifications

 

Certain reclassifications of prior year amounts have been made to conform with the current year presentations.

 

Accounting Standards Adopted in 2017

 

ASU 2016-09 – Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). ASU 2016-09 simplifies various aspects of how share-based payments are accounted for and presented in the financial statements. Under ASU 2016-09, companies will record all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement and will no longer record excess tax benefits and certain tax deficiencies in additional paid-in capital. The standard eliminates the requirement that excess tax benefits be realized before companies can recognize them. The excess tax benefits will be reported as an operating activity on the statement of cash flows, and the cash paid to a tax authority when shares are withheld to satisfy a company’s statutory income tax withholding obligation will be reported as a financing activity on its statement of cash. In addition, the standard increases the amount an employer can withhold to cover income taxes on awards and still qualify for the exception to liability classification for shares used to satisfy the employer’s statutory income tax withholding obligation. ASU 2016-09 permits companies to make an accounting policy election for the impact of forfeitures on the recognition of expense for share-based payment awards. Forfeitures can be estimated, as required today, or recognized when they occur. The Company has elected to recognize forfeitures as they occur. ASU 2016-09 became effective on January 1, 2017 and did not have a material impact on the consolidated financial statements.

 

 6 

 

 

Accounting Standards Pending Adoption

 

ASU 2017-08 – “Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities (“ASU 2017-08”). ASU 2017-08 shortens the amortization period for certain purchased callable debt securities held at a premium, shortening such period to the earliest call date. Under the current guidance, entities generally amortize the premium on a callable debt security as an adjustment of yield over the contractual life (to maturity date) of the instrument. This ASU does not require any accounting change in the accounting for debt securities held at a discount; the discount continues to be amortized as an adjustment of yield over the contractual life (to maturity) of the instrument. ASU 2017-08 is effective for interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. Upon adoption, ASU 2017-08 provides for a modified retrospective transition by means of a cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is adopted. The Company is currently evaluating the provisions of ASU 2017-08 to determine the potential impact the new standard will have on the Company’s results of operations, financial position and disclosures.

 

ASU 2017-04 – Intangibles: Goodwill and Other: Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). ASU 2017-04 eliminates Step 2 from the goodwill impairment test to simplify the subsequent measurement of goodwill. The annual, or interim, goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. In addition, the income tax effects of tax deductible goodwill on the carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable. ASU 2017-04 also eliminates the requirements for any reporting unit with a zero or negative carrying amount to perform Step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the qualitative impairment test is necessary. The standard must be adopted using a prospective basis and the nature and reason for the change in accounting principle should be disclosed upon transition. ASU 2017-04 is effective for annual or any interim goodwill impairment tests in reporting periods beginning after December 15, 2019. Early adoption is permitted on testing dates after January 1, 2017. The Company is currently evaluating the impact this standard will have on the Company’s results of operations, financial position and disclosures, but it is not expected to have a material impact.

 

ASU 2017-01 – Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”). ASU 2017-01 provides a framework to use in determining when a set of assets and activities is a business. The standard provides more consistency in applying the business combination guidance, reduces the costs of application, and makes the definition of a business more operable. ASU 2017-01 is effective for interim and annual periods within those annual periods beginning after December 15, 2017. The Company is currently evaluating the impact this standard will have on the Company’s results of operations, financial position and disclosures, but it is not expected to have a material impact.

 

ASU 2016-13 - Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 significantly changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The standard will replace the current incurred loss approach with an expected loss model, referred to as the current expected credit loss (“CECL”) model. The new standard will apply to financial assets subject to credit losses and measured at amortized cost and certain off-balance-sheet credit exposures, which include, but are not limited to, loans, leases, held-to-maturity securities, loan commitments and financial guarantees. ASU 2016-13 simplifies the accounting for purchased credit-impaired debt securities and loans and expands the disclosure requirements regarding an entity’s assumptions, models and methods for estimating the allowance for loan and lease losses. In addition, entities will need to disclose the amortized cost balance for each class of financial asset by credit quality indicator, disaggregated by the year of origination. ASU 2016-13 is effective for interim and annual reporting periods beginning after December 15, 2019. Early adoption is permitted for interim and annual reporting periods beginning after December 15, 2018. Upon adoption, ASU 2016-13 provides for a modified retrospective transition by means of a cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is effective. While the Company is currently evaluating the impact this standard will have on the results of operations, financial position and disclosures, the Company expects to recognize a one-time cumulative effect adjustment to the allowance for loan losses as of the beginning of the first reporting period in which the new standard is effective. The Company has established a steering committee which includes the appropriate members of management to evaluate the impact this ASU will have on Company’s financial position, results of operations and financial statement disclosures and determine the most appropriate method of implementing the amendments in this ASU as well as any resources needed to implement the amendments.

 

ASU 2016-02 – Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 amends the existing standards for lease accounting effectively requiring most leases be carried on the balance sheets of the related lessees by requiring them to recognize a right-of-use asset and a corresponding lease liability. ASU 2016-02 includes qualitative and quantitative disclosure requirements intended to provide greater insight into the nature of an entity’s leasing activities. The standard must be adopted using a modified retrospective transition with a cumulative-effect adjustment to equity as of the beginning of the period in which it is adopted. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, and interim periods within those annual periods with early adoption permitted. The Company is currently evaluating the impact this standard will have on the Company’s results of operations, financial position and disclosures, but it is not expected to have a material impact.

 7 

 

 

ASU 2014-09 – Revenue from Contracts with Customers (“ASU 2014-09”). ASU 2014-09 provides guidance that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 is effective prospectively, for annual and interim periods, beginning after December 15, 2017. The Company is currently evaluating the impact this standard will have on the Company’s results of operations, financial position and disclosures, but it is not expected to have a material impact.

 

NOTE 2 – BUSINESS COMBINATIONS

 

Jacksonville Bancorp, Inc.

 

On March 11, 2016, the Company completed its acquisition of Jacksonville Bancorp, Inc. (“JAXB”), a bank holding company headquartered in Jacksonville, Florida.  Upon consummation of the acquisition, JAXB was merged with and into the Company, with Ameris as the surviving entity in the merger. At that time, JAXB’s wholly owned banking subsidiary, The Jacksonville Bank (“Jacksonville Bank”), was also merged with and into the Bank. The acquisition expanded the Company’s existing market presence, as Jacksonville Bank had a total of eight full-service branches located in Jacksonville and Jacksonville Beach, Duval County, Florida. Under the terms of the merger, JAXB’s common shareholders received 0.5861 shares of Ameris common stock or $16.50 in cash for each share of JAXB common stock or nonvoting common stock they previously held, subject to the total consideration being allocated 75% stock and 25% cash. As a result, the Company issued 2,549,469 common shares at a fair value of $72.5 million and paid $23.9 million in cash to former shareholders of JAXB.

 

The acquisition of JAXB was accounted for using the acquisition method of accounting in accordance with FASB ASC 805, Business Combinations. Assets acquired, liabilities assumed and consideration exchanged were recorded at their respective acquisition date fair values. Determining the fair value of assets and liabilities is a complicated process involving significant judgment regarding methods and assumptions used to calculate estimated fair values. Fair values are preliminary and subject to refinement for up to one year after the closing date of the acquisition as additional information regarding the closing date fair values becomes available. During the third and fourth quarters of 2016, management revised its initial estimates regarding the valuation of loans, other real estate owned, premises and equipment, core deposit intangible and other assets acquired. In addition, management assessed and recorded the deferred tax assets resulting from differences in the carrying values of acquired assets and assumed liabilities for financial reporting purposes and their basis for income tax purposes. This estimate also reflects acquired net operating loss carryforwards and other acquired assets with built-in losses that are expected to be settled or otherwise recovered in future periods where the realization of such benefits would be subject to applicable limitations under Section 382 of the Internal Revenue Code of 1986, as amended.

 

 8 

 

 

The following table presents the assets acquired and liabilities assumed of JAXB as of March 11, 2016 and their fair value estimates.

 

(dollars in thousands)  As Recorded
by
JAXB
   Initial Fair
Value
Adjustments
   Subsequent Fair
Value
Adjustments
   As Recorded
by Ameris
 
Assets                    
Cash and cash equivalents  $9,704   $-   $-   $9,704 
Federal funds sold and interest-bearing balances   7,027    -    -    7,027 
Investment securities   60,836    (942)(a)   -    59,894 
Other investments   2,458    -    -    2,458 
Loans   416,831    (15,746)(b)   553(j)   401,638 
Allowance for loan losses   (12,613)   12,613(c)   -    - 
Loans, net   404,218    (3,133)   553    401,638 
Other real estate owned   2,873    (1,035)(d)   88(k)   1,926 
Premises and equipment   4,798    -    (119)(l)   4,679 
Intangible assets   288    5,566(e)   (1,108)(m)   4,746 
Other assets   14,141    23,266(f)   (3,524)(n)   33,883 
Total assets  $506,343   $23,722   $(4,110)  $525,955 
Liabilities                    
Deposits:                    
Noninterest-bearing  $123,399   $-   $-   $123,399 
Interest-bearing   277,539    421(g)   -    277,960 
Total deposits   400,938    421    -    401,359 
Other borrowings   48,350    84(h)   -    48,434 
Subordinated deferrable interest debentures   16,294    (3,393)(i)   -    12,901 
Other liabilities   2,354    -    -    2,354 
Total liabilities   467,936    (2,888)   -    465,048 
Net identifiable assets acquired over (under) liabilities assumed   38,407    26,610    (4,110)   60,907 
Goodwill   -    31,375    4,110    35,485 
Net assets acquired over (under) liabilities assumed  $38,407   $57,985   $-   $96,392 
Consideration:                    
Ameris common shares issued   2,549,469                
Price per share of the Company’s common stock  $28.42                
Company common stock issued  $72,455                
Cash exchanged for shares  $23,937                
Fair value of total consideration transferred  $96,392                

 

 

Explanation of fair value adjustments

 

(a)Adjustment reflects the fair value adjustments of the portfolio of securities available for sale as of the acquisition date.

 

(b)Adjustment reflects the fair value adjustments based on the Company’s evaluation of the acquired loan portfolio, net of the reversal of JAXB remaining fair value adjustments from their prior acquisitions.

 

(c)Adjustment reflects the elimination of JAXB’s allowance for loan losses.

 

(d)Adjustment reflects the fair value adjustment based on the Company’s evaluation of the acquired OREO portfolio, which is based largely on contracted sale prices.

 

(e)Adjustment reflects the recording of core deposit intangible on the acquired core deposit accounts.

 

(f)Adjustment reflects the deferred taxes on the difference in the carrying values of acquired assets and assumed liabilities for financial reporting purposes and their basis for federal income tax purposes and the reversal of JAXB valuation allowance established on their deferred tax assets.

 

(g)Adjustment reflects the fair value adjustments based on the Company’s evaluation of the acquired deposits.

 

 9 

 

 

(h)Adjustment reflects the fair value adjustments based on the Company’s evaluation of the liability for other borrowings.

 

(i)Adjustment reflects the fair value adjustment to the subordinated deferrable interest debentures at the acquisition date, net of the reversal of JAXB remaining fair value adjustments from their prior acquisitions.

 

(j)Adjustment reflects additional recording of fair value adjustment of the acquired loan portfolio.

 

(k)Adjustment reflects additional recording of fair value adjustment of other real estate owned.

 

(l)Adjustment reflects recording of fair value adjustment of the premises and equipment.

 

(m)Adjustment reflects adjustment to the core deposit intangible on the acquired core deposit accounts.

 

(n)Adjustment reflects additional recording of deferred taxes on the difference in the carrying values of acquired assets and assumed liabilities for financial reporting purposes and their basis for federal income tax purposes.

 

Goodwill of $35.5 million, which is the excess of the purchase price over the fair value of net assets acquired, was recorded in the JAXB acquisition and is the result of expected operational synergies and other factors. This goodwill is not expected to be deductible for tax purposes.

 

In the acquisition, the Company purchased $401.6 million of loans at fair value, net of $15.2 million, or 3.64%, estimated discount to the outstanding principal balance. Of the total loans acquired, management identified $27.0 million that were considered to be credit impaired and are accounted for under ASC Topic 310-30. The table below summarizes the total contractually required principal and interest cash payments, management’s estimate of expected total cash payments and fair value of the loans as of acquisition date for purchased credit impaired loans. Contractually required principal and interest payments have been adjusted for estimated prepayments.

 

(dollars in thousands)    
Contractually required principal and interest  $42,314 
Non-accretable difference   (9,181)
Cash flows expected to be collected   33,133 
Accretable yield   (6,182)
Total purchased credit-impaired loans acquired  $26,951 

 

The following table presents the acquired loan data for the JAXB acquisition.

 

(dollars in thousands)  Fair Value of
Acquired Loans at
Acquisition Date
   Gross
Contractual
Amounts
Receivable at
Acquisition
Date
   Best Estimate
at Acquisition
Date of
Contractual
Cash Flows
Not Expected
to be Collected
 
Acquired receivables subject to ASC 310-30  $26,951   $42,314   $9,181 
Acquired receivables not subject to ASC 310-30  $374,687   $488,346   $- 

 

The results of operations of JAXB subsequent to its acquisition date are included in the Company’s consolidated statements of income and comprehensive income. The following unaudited pro forma information reflects the Company’s estimated consolidated results of operations as if the acquisition had occurred on January 1, 2016, unadjusted for potential cost savings. Since the JAXB acquisition was completed March 11, 2016, the 2017 information was not impacted by any pro forma adjustments.

 

   Three Months Ended
 March 31,
 
(dollars in thousands, except per share data) 

2017

  

2016

 
Net interest income and noninterest income  $86,296   $78,798 
Net income  $21,153   $13,052 
Net income available to common shareholders  $21,153   $13,052 
Income per common share available to common shareholders – basic  $0.59   $0.38 
Income per common share available to common shareholders – diluted  $0.59   $0.37 
Average number of shares outstanding, basic   35,664    34,741 
Average number of shares outstanding, diluted   36,040    35,043 

 

 10 

 

 

A rollforward of all purchased loans, including loans purchased as part of the JAXB acquisition, for the three months ended March 31, 2017 and 2016 is shown below:

 

(dollars in thousands)  March 31,
2017
   March 31,
2016
 
Balance, January 1  $1,069,191   $909,083 
Charge-offs, net of recoveries   (803)   (678)
Additions due to acquisitions   -    401,085 
Accretion   3,097    4,134 
Transfers to purchased other real estate owned   (1,489)   (1,401)
Payments received   (63,061)   (52,025)
Ending balance  $1,006,935   $1,260,198 

 

The following is a summary of changes in the accretable discounts of all purchased loans, including loans purchased as part of the JAXB acquisition, during the three months ended March 31, 2017 and 2016:

 

(dollars in thousands) 

March 31,
2017

  

March 31,
2016

 
Balance, January 1  $30,624   $33,848 
Additions due to acquisitions   -    9,991 
Accretion   (3,097)   (4,134)
Accretable discounts removed due to charge-offs   (13)   355 
Transfers between non-accretable and accretable discounts, net   (659)   353 
Ending balance  $26,855   $40,413 

 

NOTE 3 – INVESTMENT IN US PREMIUM FINANCE HOLDING COMPANY

 

On December 15, 2016, the Bank entered into a Management and License Agreement with William J. Villari and USPF pursuant to which Mr. Villari will manage a division of the Bank to be operated under the name “US Premium Finance” and which is to be engaged in the business of soliciting, originating, servicing, administering and collecting loans made for purposes of funding insurance premiums and other loans made to persons engaged in the insurance business.

 

Also on December 15, 2016, the Company entered into a Stock Purchase Agreement with Mr. Villari pursuant to which the Company agreed to purchase from Mr. Villari 4.99% of the outstanding shares of common stock of USPF. As consideration for such shares, the Company agreed to issue to Mr. Villari 128,572 unregistered shares of its common stock in a private placement transaction pursuant to the exemptions from registration provided in Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder. Those transactions closed on January 18, 2017, and a registration statement was filed with the Securities and Exchange Commission on February 13, 2017 to register the resale or other disposition of the shares of common stock that were issued to Mr. Villari.

 

The Company’s 4.99% investment in USPF was valued at $5.8 million, based upon the closing price of the Company’s common stock immediately prior to the parties’ execution of the Stock Purchase Agreement, as follows:

 

(dollars in thousands, except per share amount)    
Ameris common shares issued   128,572 
Price per share of the Company’s common stock  $45.45 
Fair value of consideration transferred  $5,844 

 

Because USPF does not have a readily determinable fair value and Ameris does not exercise significant influence over USPF, the investment is carried at cost and is included in other investments in the Company’s consolidated balance sheet. The net carrying value of the Company’s investment in USPF was $5.8 million as of March 31, 2017.

 

 11 

 

 

NOTE 4 – INVESTMENT SECURITIES

 

The Company’s investment policy blends the Company’s liquidity needs and interest rate risk management with its desire to increase income and provide funds for expected growth in loans. The investment securities portfolio consists primarily of U.S. government-sponsored mortgage-backed securities and state, county and municipal securities. The Company’s portfolio and investing philosophy concentrate activities in obligations where the credit risk is limited. For the small portion of the Company’s portfolio found to present credit risk, the Company has reviewed the investments and financial performance of the obligors and believes the credit risk to be acceptable.

 

The amortized cost and estimated fair value of investment securities available for sale, along with unrealized gains and losses, are summarized as follows:

 

(dollars in thousands)  Amortized
Cost
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
   Estimated
Fair
Value
 
                 
March 31, 2017                    
U.S. government sponsored agencies  $999   $16   $-   $1,015 
State, county and municipal securities   147,109    2,762    (315)   149,556 
Corporate debt securities   44,801    372    (271)   44,902 
Mortgage-backed securities   640,055    2,094    (6,857)   635,292 
Total debt securities  $832,964   $5,244   $(7,443)  $830,765 
                     
December 31, 2016                    
U.S. government sponsored agencies  $999   $21   $-   $1,020 
State, county and municipal securities   149,899    2,605    (469)   152,035 
Corporate debt securities   32,375    167    (370)   32,172 
Mortgage-backed securities   641,362    2,700    (6,554)   637,508 
Total debt securities  $824,635   $5,493   $(7,393)  $822,735 

 

The amortized cost and fair value of available-for-sale securities at March 31, 2017 by contractual maturity are summarized in the table below. Expected maturities for mortgage-backed securities may differ from contractual maturities because in certain cases borrowers can prepay obligations without prepayment penalties. Therefore, these securities are not included in the following maturity summary.

 

(dollars in thousands)  Amortized
Cost
   Estimated
Fair
Value
 
Due in one year or less  $9,947   $10,075 
Due from one year to five years   63,050    63,720 
Due from five to ten years   65,834    67,069 
Due after ten years   54,078    54,609 
Mortgage-backed securities   640,055    635,292 
   $832,964   $830,765 

 

Securities with a carrying value of approximately $495.5 million serve as collateral to secure public deposits, securities sold under agreements to repurchase and for other purposes required or permitted by law at March 31, 2017, compared with $618.2 million at December 31, 2016.

 

 12 

 

 

 

The following table details the gross unrealized losses and fair value of securities aggregated by category and duration of continuous unrealized loss position at March 31, 2017 and December 31, 2016.

 

   Less Than 12 Months   12 Months or More   Total 
(dollars in thousands)  Estimated 
Fair
Value
   Unrealized
Losses
   Estimated 
Fair
Value
   Unrealized
Losses
   Estimated 
Fair 
Value
   Unrealized
Losses
 
                         
March 31, 2017                              
U.S. government sponsored agencies  $-   $-   $-   $-   $-   $- 
State, county and municipal securities   38,520    (315)   -    -    38,520    (315)
Corporate debt securities   18,430    (263)   492    (8)   18,922    (271)
Mortgage-backed securities   435,815    (6,503)   11,138    (354)   446,953    (6,857)
Total debt securities  $492,765   $(7,081)  $11,630   $(362)  $504,395   $(7,443)
                               
December 31, 2016                              
U.S. government sponsored agencies  $-   $-   $-   $-   $-   $- 
State, county and municipal securities   47,647    (469)   -    -    47,647    (469)
Corporate debt securities   18,377    (363)   493    (7)   18,870    (370)
Mortgage-backed securities   414,300    (6,177)   11,791    (377)   426,091    (6,554)
Total debt securities  $480,324   $(7,009)  $12,284   $(384)  $492,608   $(7,393)

 

As of March 31, 2017, the Company’s securities portfolio consisted of 423 securities, 192 of which were in an unrealized loss position. The majority of unrealized losses are related to the Company’s mortgage-backed securities, as discussed below.

 

At March 31, 2017, the Company held 161 mortgage-backed securities that were in an unrealized loss position, all of which were issued by U.S. government-sponsored entities and agencies. Because the decline in fair value is attributable to changes in interest rates and illiquidity, and not credit quality, and because the Company does not have the intent to sell these mortgage-backed securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the Company does not consider these securities to be other-than-temporarily impaired at March 31, 2017.

 

At March 31, 2017, the Company held 22 state, county and municipal securities and nine corporate debt securities that were in an unrealized loss position. Because the decline in fair value is attributable to changes in interest rates and illiquidity, and not credit quality, and because the Company does not have the intent to sell these securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the Company does not consider these securities to be other-than-temporarily impaired at March 31, 2017.

 

The Company’s investments in subordinated debt include investments in regional and super-regional banks on which the Company prepares regular analysis through review of financial information and credit ratings. Investments in preferred securities are also concentrated in the preferred obligations of regional and super-regional banks through non-pooled investment structures. The Company did not have investments in “pooled” trust preferred securities at March 31, 2017 or December 31, 2016.

 

Management and the Company’s Asset and Liability Committee (the “ALCO Committee”) evaluate securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market conditions warrant such evaluation. While the majority of the unrealized losses on debt securities relate to changes in interest rates, corporate debt securities have also been affected by reduced levels of liquidity and higher risk premiums. Occasionally, management engages independent third parties to evaluate the Company’s position in certain corporate debt securities to aid management and the ALCO Committee in its determination regarding the status of impairment. The Company believes that each investment poses minimal credit risk and further, that the Company does not intend to sell these investment securities at an unrealized loss position at March 31, 2017, and it is more likely than not that the Company will not be required to sell these securities prior to recovery or maturity. Therefore, at March 31, 2017, these investments are not considered impaired on an other-than-temporary basis.

 

At March 31, 2017 and December 31, 2016, all of the Company’s mortgage-backed securities were obligations of government-sponsored agencies.

 

 13 

 

 

The following table is a summary of sales activities in the Company’s investment securities available for sale for the three months ended March 31, 2017 and 2016:

 

(dollars in thousands) 

March 31,

2017

  

March 31,

2016

 
Gross gains on sales of securities  $-   $312 
Gross losses on sales of securities   -    (218)
Net realized gains on sales of securities available for sale  $-   $94 
Sales proceeds  $-   $41,564 

 

 

NOTE 5 – LOANS

 

The Bank engages in a full complement of lending activities, including real estate-related loans, agriculture-related loans, commercial and financial loans and consumer installment loans within select markets in Georgia, Alabama, Florida and South Carolina. The Bank purchased residential mortgage loan pools during 2015 and 2016 collateralized by properties located outside our Southeast markets, specifically in California, Washington and Illinois. During the third quarter of 2016, the Bank began purchasing from an unrelated third party consumer installment home improvement loans made to borrowers throughout the United States. As of March 31, 2017 and December 31, 2016, the net carrying value of these consumer installment home improvement loans was approximately $80.0 million and $60.8 million, respectively. During the fourth quarter of 2016, the Bank purchased a pool of commercial insurance premium finance loans made to borrowers throughout the United States and began to originate, administer and service these types of loans. As of March 31, 2017 and December 31, 2016, the net carrying value of commercial insurance premium loans was approximately $425.9 million and $353.9 million, respectively, and such loans are reported in the commercial, financial and agricultural loan category.

 

The Bank concentrates the majority of its lending activities in real estate loans. While risk of loss in the Company’s portfolio is primarily tied to the credit quality of the various borrowers, risk of loss may increase due to factors beyond the Company’s control, such as local, regional and/or national economic downturns. General conditions in the real estate market may also impact the relative risk in the real estate portfolio. A substantial portion of the Bank’s loans are secured by real estate in the Bank’s primary market area. In addition, a substantial portion of the OREO is located in those same markets. Accordingly, the ultimate collectability of a substantial portion of the Bank’s loan portfolio and the recovery of a substantial portion of the carrying amount of OREO are susceptible to changes in real estate conditions in the Bank’s primary market area.

 

Commercial, financial and agricultural loans include both secured and unsecured loans for working capital, expansion, crop production, commercial insurance premium finance, and other business purposes. Commercial, financial and agricultural loans also include SBA loans and municipal loans. Short-term working capital loans are secured by non-real estate collateral such as accounts receivable, crops, inventory and equipment. The Bank evaluates the financial strength, cash flow, management, credit history of the borrower and the quality of the collateral securing the loan. The Bank often requires personal guarantees and secondary sources of repayment on commercial, financial and agricultural loans.

 

Real estate loans include construction and development loans, commercial and farmland loans and residential loans. Construction and development loans include loans for the development of residential neighborhoods, one-to-four family home residential construction loans to builders and consumers, and commercial real estate construction loans, primarily for owner-occupied properties. The Company limits its construction lending risk through adherence to established underwriting procedures. Commercial real estate loans include loans secured by owner-occupied commercial buildings for office, storage, retail, farmland and warehouse space. They also include non-owner occupied commercial buildings such as leased retail and office space. Commercial real estate loans may be larger in size and may involve a greater degree of risk than one-to-four family residential mortgage loans. Payments on such loans are often dependent on successful operation or management of the properties. The Company’s residential loans represent permanent mortgage financing and are secured by residential properties located within the Bank’s market areas, along with warehouse lines of credit secured by residential mortgages.

 

Consumer installment loans and other loans include home improvement loans, automobile loans, boat and recreational vehicle financing, and secured and unsecured personal loans. Consumer loans carry greater risks than other loans, as the collateral can consist of rapidly depreciating assets such as automobiles and equipment that may not provide an adequate source of repayment of the loan in the case of default.

 

 14 

 

 

Loans are stated at unpaid balances, net of unearned income and deferred loan fees. Balances within the major loans receivable categories are presented in the following table, excluding purchased loans:

 

(dollars in thousands)  March 31,
2017
   December 31,
2016
 
Commercial, financial and agricultural  $1,061,599   $967,138 
Real estate – construction and development   415,029    363,045 
Real estate – commercial and farmland   1,458,110    1,406,219 
Real estate – residential   726,795    781,018 
Consumer installment   115,919    96,915 
Other   8,028    12,486 
   $3,785,480   $3,626,821 

 

Purchased loans are defined as loans that were acquired in bank acquisitions including those that are covered by a loss-sharing agreement with the Federal Deposit Insurance Corporation (the “FDIC”). Purchased loans totaling $1.01 billion and $1.07 billion at March 31, 2017 and December 31, 2016, respectively, are not included in the above schedule.

 

Purchased loans are shown below according to major loan type as of the end of the periods shown:

 

(dollars in thousands)  March 31,
2017
   December 31,
2016
 
Commercial, financial and agricultural  $89,897   $96,537 
Real estate – construction and development   82,378    81,368 
Real estate – commercial and farmland   538,046    576,355 
Real estate – residential   292,911    310,277 
Consumer installment   3,703    4,654 
   $1,006,935   $1,069,191 

 

Purchased loan pools are defined as groups of residential mortgage loans that were not acquired in bank acquisitions or FDIC-assisted transactions. As of March 31, 2017, purchased loan pools totaled $529.1 million and consisted of whole-loan, adjustable rate residential mortgages on properties outside the Company’s markets, with principal balances totaling $521.3 million and $7.8 million of remaining purchase premium paid at acquisition. As of December 31, 2016, purchased loan pools totaled $568.3 million and consisted of whole-loan, adjustable rate residential mortgages on properties outside the Company’s markets, with principal balances totaling $559.4 million and $8.9 million of remaining purchase premium paid at acquisition. At March 31, 2017 and December 31, 2016, one loan in the purchased loan pools with a principal balance of $918,000 and $925,000, respectively, was classified as a troubled debt restructuring and risk-rated grade 40, while all other loans included in the purchased loan pools were performing current loans risk-rated grade 20. At March 31, 2017 and December 31, 2016, the Company had allocated $2.1 million and $1.8 million, respectively, of allowance for loan losses for the purchased loan pools. As part of the due diligence process prior to purchasing an individual mortgage pool, a complete re-underwrite of the individual loan files was conducted. The underwriting process included a review of all income, asset, credit and property related documentation that was used to originate the loan. Underwriters utilized the originating lender’s program guidelines, as well as general prudent mortgage lending standards, to assess each individual loan file.  Additional research was conducted to assess the real estate market conditions and market expectations in the geographic areas where a collateral concentration existed. As part of this review, an automated valuation model was employed to provide current collateral valuations and to support individual loan-to-value ratios.  Additionally, a sample of site inspections was completed to provide further assurance.  The results of the due diligence review were evaluated by officers of the Company in order to determine overall conformance to the Bank’s credit and lending policies.

 

Nonaccrual and Past-Due Loans

 

A loan is placed on nonaccrual status when, in management’s judgment, the collection of the interest income appears doubtful. Interest receivable that has been accrued and is subsequently determined to have doubtful collectability is charged against interest income.  Interest on loans that are classified as nonaccrual is subsequently applied to principal until the loans are returned to accrual status. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.  Past-due loans are loans whose principal or interest is past due 30 days or more. In some cases, where borrowers are experiencing financial difficulties, loans may be restructured to provide terms significantly different from the original contractual terms.

 

 15 

 

 

The following table presents an analysis of loans accounted for on a nonaccrual basis, excluding purchased loans:

 

(dollars in thousands)  March 31,
2017
   December 31,
2016
 
Commercial, financial and agricultural  $2,663   $1,814 
Real estate – construction and development   613    547 
Real estate – commercial and farmland   7,506    8,757 
Real estate – residential   6,929    6,401 
Consumer installment   570    595 
   $18,281   $18,114 

 

The following table presents an analysis of purchased loans accounted for on a nonaccrual basis:

 

(dollars in thousands)  March 31,
2017
   December 31,
2016
 
Commercial, financial and agricultural  $376   $692 
Real estate – construction and development   2,469    2,611 
Real estate – commercial and farmland   11,465    10,174 
Real estate – residential   9,276    9,476 
Consumer installment   20    13 
   $23,606   $22,966 

 

The following table presents an analysis of past-due loans, excluding purchased past-due loans as of March 31, 2017 and December 31, 2016:

 

(dollars in thousands)  Loans
30-59
Days Past
Due
   Loans
60-89
Days
Past Due
   Loans 90
or More
Days Past
Due
   Total
Loans
Past Due
   Current
Loans
   Total
Loans
   Loans 90
Days or
More Past
Due and
Still
Accruing
 
     
March 31, 2017                                   
Commercial, financial & agricultural  $4,641   $3,756   $2,381   $10,778   $1,050,821   $1,061,599   $933 
Real estate – construction & development   799    133    577    1,509    413,520    415,029    - 
Real estate – commercial & farmland   2,558    1,526    6,986    11,070    1,447,040    1,458,110    - 
Real estate – residential   5,088    1,011    5,945    12,044    714,751    726,795    - 
Consumer installment loans   571    252    364    1,187    114,732    115,919    - 
Other   -    -    -    -    8,028    8,028    - 
Total  $13,657   $6,678   $16,253   $36,588   $3,748,892   $3,785,480   $933 
                                    
December 31, 2016                                   
Commercial, financial & agricultural  $565   $82   $1,293   $1,940   $965,198   $967,138   $- 
Real estate – construction & development   908    446    439    1,793    361,252    363,045    - 
Real estate – commercial & farmland   6,329    1,711    6,945    14,985    1,391,234    1,406,219    - 
Real estate – residential   6,354    1,282    5,302    12,938    768,080    781,018    - 
Consumer installment loans   624    263    350    1,237    95,678    96,915    - 
Other   -    -    -    -    12,486    12,486    - 
Total  $14,780   $3,784   $14,329   $32,893   $3,593,928   $3,626,821   $- 

 

 16 

 

 

The following table presents an analysis of purchased past-due loans as of March 31, 2017 and December 31, 2016:

 

(dollars in thousands)

  Loans
30-59
Days Past
Due
   Loans
60-89
Days
Past Due
   Loans 90
or More
Days Past
Due
   Total
Loans
Past Due
   Current
Loans
   Total
Loans
   Loans 90
Days or
More Past
Due and
Still
Accruing
 
                             
March 31, 2017                                   
Commercial, financial & agricultural  $92   $6   $349   $447   $89,450   $89,897   $- 
Real estate – construction & development   517    154    1,812    2,483    79,895    82,378    - 
Real estate – commercial & farmland   4,220    209    6,938    11,367    526,679    538,046    - 
Real estate – residential   6,629    1,315    5,751    13,695    279,216    292,911    - 
Consumer installment loans   24    13    12    49    3,654    3,703    - 
Total  $11,482   $1,697   $14,862   $28,041   $978,894   $1,006,935   $- 
                                    
December 31, 2016                                   
Commercial, financial & agricultural  $113   $18   $593   $724   $95,813   $96,537   $- 
Real estate – construction & development   161    11    2,518    2,690    78,678    81,368    - 
Real estate – commercial & farmland   2,034    326    7,152    9,512    566,843    576,355    - 
Real estate – residential   4,566    698    6,835    12,099    298,178    310,277    - 
Consumer installment loans   22    -    13    35    4,619    4,654    - 
Total  $6,896   $1,053   $17,111   $25,060   $1,044,131   $1,069,191   $- 

 

Impaired Loans

 

Loans are considered impaired when, based on current information and events, it is probable the Company will be unable to collect all amounts due in accordance with the original contractual terms of the loan agreements. Impaired loans include loans on nonaccrual status and accruing troubled debt restructurings. When determining if the Company will be unable to collect all principal and interest payments due in accordance with the contractual terms of the loan agreement, the Company considers the borrower’s capacity to pay, which includes such factors as the borrower’s current financial statements, an analysis of global cash flow sufficient to pay all debt obligations and an evaluation of secondary sources of repayment, such as guarantor support and collateral value. The Company individually assesses for impairment all nonaccrual loans greater than $100,000 and all troubled debt restructurings greater than $100,000 (including all troubled debt restructurings, whether or not currently classified as such). The tables below include all loans deemed impaired, whether or not individually assessed for impairment. If a loan is deemed impaired, a specific valuation allowance is allocated, if necessary, so that the loan is reported net, at the present value of estimated future cash flows using the loan’s existing rate or at the fair value of collateral if repayment is expected solely from the collateral. Interest payments on impaired loans are typically applied to principal unless collectability of the principal amount is reasonably assured, in which case interest is recognized on a cash basis.

 

 17 

 

 

The following is a summary of information pertaining to impaired loans, excluding purchased loans:

 

   As of and for the
 Three Months Ended
 
(dollars in thousands)  March 31,
2017
   December 31,
2016
   March 31,
2016
 
             
Nonaccrual loans  $18,281   $18,114   $15,700 
Troubled debt restructurings not included above   13,659    14,209    14,385 
Total impaired loans  $31,940   $32,323   $30,085 
Interest income recognized on impaired loans  $240   $225   $318 
Foregone interest income on impaired loans  $274   $267   $242 

 

The following table presents an analysis of information pertaining to impaired loans, excluding purchased loans as of March 31, 2017, December 31, 2016 and March 31, 2016:

 

(dollars in thousands)

  Unpaid
Contractual
Principal
Balance
   Recorded
Investment
With No
Allowance
   Recorded
Investment
With
Allowance
   Total
Recorded
Investment
   Related
Allowance
  

Three
Month
Average
Recorded
Investment

 
March 31, 2017                              
Commercial, financial & agricultural  $3,891   $202   $2,503   $2,705   $637   $2,283 
Real estate – construction & development   1,875    -    1,048    1,048    356    1,140 
Real estate – commercial & farmland   12,450    5,655    5,795    11,450    1,572    12,163 
Real estate – residential   14,344    2,422    13,727    16,149    2,645    16,866 
Consumer installment loans   666    -    588    588    6    601 
Total  $33,226   $8,279   $23,661   $31,940   $5,216   $33,053 

 

(dollars in thousands)  Unpaid
Contractual
Principal
Balance
   Recorded
Investment
With No
Allowance
   Recorded
Investment
With
Allowance
   Total
Recorded
Investment
   Related
Allowance
   Three
 Month
Average
Recorded
Investment
 
December 31, 2016                              
Commercial, financial & agricultural  $3,068   $204   $1,656   $1,860   $134   $1,613 
Real estate – construction & development   2,047    -    1,233    1,233    273    1,590 
Real estate – commercial & farmland   13,906    6,811    6,065    12,876    1,503    12,948 
Real estate – residential   15,482    2,238    13,503    15,741    3,080    15,525 
Consumer installment loans   671    -    613    613    5    576 
Total  $35,174   $9,253   $23,070   $32,323   $4,995   $32,252 

 

(dollars in thousands)  Unpaid
Contractual
Principal
Balance
   Recorded
Investment
With No
Allowance
   Recorded
Investment
With
Allowance
   Total
Recorded
Investment
   Related
Allowance
   Three
 Month
Average
Recorded
Investment
 
March 31, 2016    
Commercial, financial & agricultural  $3,150   $339   $1,206   $1,545   $408   $1,544 
Real estate – construction & development   3,278    230    2,022    2,252    742    2,428 
Real estate – commercial & farmland   14,530    5,142    7,870    13,012    874    12,898 
Real estate – residential   13,976    1,662    11,177    12,839    2,223    13,345 
Consumer installment loans   519    -    437    437    7    466 
Total  $35,453   $7,373   $22,712   $30,085   $4,254   $30,681 

 

 18 

 

 

The following is a summary of information pertaining to purchased impaired loans:

 

   As of and for the
Three Months Ended
 
(dollars in thousands)  March 31,
2017
   December 31,
2016
   March 31,
2016
 
Nonaccrual loans  $23,606   $22,966   $32,518 
Troubled debt restructurings not included above   20,448    23,543    21,501 
Total impaired loans  $44,054   $46,509   $54,019 
                
Interest income recognized on impaired loans  $379   $377   $542 
Foregone interest income on impaired loans  $337   $354   $526 

 

The following table presents an analysis of information pertaining to purchased impaired loans as of March 31, 2017, December 31, 2016 and March 31, 2016:

 

(dollars in thousands)  Unpaid
Contractual
Principal
Balance
   Recorded
Investment
With No
Allowance
   Recorded
Investment
With
Allowance
   Total
Recorded
Investment
   Related
Allowance
   Three
Month
Average
Recorded
Investment
 
March 31, 2017                              
Commercial, financial & agricultural  $2,806   $151   $225   $376   $-   $534 
Real estate – construction & development   25,748    287    3,203    3,490    250    3,730 
Real estate – commercial & farmland   30,419    768    17,532    18,300    855    18,467 
Real estate – residential   25,855    7,155    14,713    21,868    1,091    22,529 
Consumer installment loans   34    20    -    20    -    22 
Total  $84,862   $8,381   $35,673   $44,054   $2,196   $45,282 

 

(dollars in thousands)  Unpaid
Contractual
Principal
Balance
   Recorded
Investment
With No
Allowance
   Recorded
Investment
With
Allowance
   Total
Recorded
Investment
   Related
Allowance
   Three Month
Average
Recorded
Investment
 
December 31, 2016                              
Commercial, financial & agricultural  $5,031   $370   $322   $692   $-   $783 
Real estate – construction & development   24,566    493    3,477    3,970    153    3,888 
Real estate – commercial & farmland   36,174    3,598    15,036    18,634    385    17,806 
Real estate – residential   27,022    7,883    15,306    23,189    1,088    23,201 
Consumer installment loans   37    24    -    24    -    51 
Total  $92,830   $12,368   $34,141   $46,509   $1,626   $45,729 

 

(dollars in thousands)  Unpaid
Contractual
Principal
Balance
   Recorded
Investment
With No
Allowance
   Recorded
Investment
With
Allowance
   Total
Recorded
Investment
   Related
Allowance
   Three
Month
Average
Recorded
Investment
 
March 31, 2016                              
Commercial, financial & agricultural  $7,474   $236   $3,533   $3,769   $111   $3,665 
Real estate – construction & development   11,946    892    3,591    4,483    86    4,202 
Real estate – commercial & farmland   25,622    8,480    15,406    23,886    350    20,943 
Real estate – residential   25,231    5,815    15,931    21,746    436    22,682 
Consumer installment loans   138    135    -    135    -    130 
Total  $70,411   $15,558   $38,461   $54,019   $983   $51,622 

 

 19 

 

  

Credit Quality Indicators

The Company uses a nine category risk grading system to assign a risk grade to each loan in the portfolio. The following is a description of the general characteristics of the grades:

 

Grade 10 – Prime Credit – This grade represents loans to the Company’s most creditworthy borrowers or loans that are secured by cash or cash equivalents.

 

Grade 15 – Good Credit – This grade includes loans that exhibit one or more characteristics better than that of a Satisfactory Credit. Generally, the debt service coverage and borrower’s liquidity is materially better than required by the Company’s loan policy.

 

Grade 20 – Satisfactory Credit – This grade is assigned to loans to borrowers who exhibit satisfactory credit histories, contain acceptable loan structures and demonstrate ability to repay.

 

Grade 23 – Performing, Under-Collateralized Credit – This grade is assigned to loans that are currently performing and supported by adequate financial information that reflects repayment capacity but exhibits a loan-to-value ratio greater than 110%, based on a documented collateral valuation.

 

Grade 25 – Minimum Acceptable Credit – This grade includes loans which exhibit all the characteristics of a Satisfactory Credit, but warrant more than normal level of banker supervision due to (i) circumstances which elevate the risks of performance (such as start-up operations, untested management, heavy leverage and interim losses); (ii) adverse, extraordinary events that have affected, or could affect, the borrower’s cash flow, financial condition, ability to continue operating profitability or refinancing (such as death of principal, fire and divorce); (iii) loans that require more than the normal servicing requirements (such as any type of construction financing, acquisition and development loans, accounts receivable or inventory loans and floor plan loans); (iv) existing technical exceptions which raise some doubts about the Bank’s perfection in its collateral position or the continued financial capacity of the borrower; or (v) improvements in formerly criticized borrowers, which may warrant banker supervision.

 

Grade 30 – Other Asset Especially Mentioned – This grade includes loans that exhibit potential weaknesses that deserve management’s close attention. If left uncorrected, these weaknesses may result in deterioration of the repayment prospects for the asset or in the Company’s credit position at some future date.

 

Grade 40 – Substandard – This grade represents loans which are inadequately protected by the current credit worthiness and paying capacity of the borrower or of the collateral pledged, if any. These assets exhibit a well-defined weakness or are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. These weaknesses may be characterized by past due performance, operating losses or questionable collateral values.

 

Grade 50 – Doubtful – This grade includes loans which exhibit all of the characteristics of a substandard loan with the added provision that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable or improbable.

 

Grade 60 – Loss – This grade is assigned to loans which are considered uncollectible and of such little value that their continuance as active assets of the Bank is not warranted. This classification does not mean that the loan has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing it off.

 

 20 

 

  

The following table presents the loan portfolio, excluding purchased loans, by risk grade as of March 31, 2017 and December 31, 2016 (in thousands):

 

Risk

Grade 

  Commercial,
Financial &
Agricultural
   Real Estate -
Construction &
Development
   Real Estate -
Commercial &
Farmland
   Real Estate -
Residential
   Consumer
Installment
Loans
   Other   Total 
March 31, 2017
10  $404,968   $-   $6,617   $53   $9,176   $-   $420,814 
15   446,942    5,846    83,239    50,805    348    -    587,180 
20   101,370    38,618    982,901    563,555    24,277    8,028    1,718,749 
23   350    6,673    7,981    5,880    5    -    20,889 
25   99,989    360,390    333,232    83,750    81,262    -    958,623 
30   3,631    1,829    26,574    5,142    122    -    37,298 
40   4,342    1,673    17,566    17,511    729    -    41,821 
50   7    -    -    99    -    -    106 
60   -    -    -    -    -    -    - 
Total   $1,061,599   $415,029   $1,458,110   $726,795   $115,919   $8,028   $3,785,480 
                                    
December 31, 2016                    
10  $397,093   $-   $8,814   $125   $8,532   $-   $414,564 
15   376,323    5,390    102,893    54,136    405    -    539,147 
20   97,057    36,307    889,539    609,583    25,026    12,486    1,669,998 
23   366    6,803    8,533    7,470    14    -    23,186 
25   92,066    307,903    357,151    88,370    62,098    -    907,588 
30   144    719    22,986    5,197    126    -    29,172 
40   4,089    5,923    16,303    16,038    714    -    43,067 
50   -    -    -    99    -    -    99 
60   -    -    -    -    -    -    - 
  Total   $967,138   $363,045   $1,406,219   $781,018   $96,915   $12,486   $3,626,821 

 

The following table presents the purchased loan portfolio by risk grade as of March 31, 2017 and December 31, 2016 (in thousands):

 

Risk
Grade
  Commercial,
Financial &
Agricultural
   Real Estate -
Construction &
Development
   Real Estate -
Commercial &
Farmland
   Real Estate -
Residential
   Consumer
Installment Loans
   Other   Total 
March 31, 2017                    
10  $5,320   $-   $-   $-   $697   $-   $6,017 
15   1,314    -    7,403    29,088    374    -    38,179 
20   19,926    10,746    216,663    116,681    1,418    -    365,434 
23   22    3,493    5,731    12,835    -    -    22,081 
25   49,514    56,263    264,504    105,579    1,094    -    476,954 
30   11,275    8,457    16,073    7,600    45    -    43,450 
40   2,526    3,419    27,672    21,128    75    -    54,820 
50   -    -    -    -    -    -    - 
60   -    -    -    -    -    -    - 
Total   $89,897   $82,378   $538,046   $292,911   $3,703   $-   $1,006,935 
                                    
December 31, 2016                    
10  $5,722   $-   $-   $-   $814   $-   $6,536 
15   1,266    -    7,619    31,331    570    -    40,786 
20   16,204    10,686    194,168    111,712    1,583    -    334,353 
23   22    3,643    9,019    14,791    -    -    27,475 
25   67,123    56,006    323,242    121,379    1,276    -    569,026 
30   5,072    7,271    15,039    7,605    45    -    35,032 
40   1,128    3,762    27,268    23,459    366    -    55,983 
50   -    -    -    -    -    -    - 
60   -    -    -    -    -    -    - 
Total   $96,537   $81,368   $576,355   $310,277   $4,654   $-   $1,069,191 

 

 21 

 

  

Troubled Debt Restructurings

 

The restructuring of a loan is considered a “troubled debt restructuring” if both (i) the borrower is experiencing financial difficulties and (ii) the Company has granted a concession. Concessions may include interest rate reductions to below market interest rates, principal forgiveness, restructuring amortization schedules and other actions intended to minimize potential losses. The Company has exhibited the greatest success for rehabilitation of the loan by a reduction in the rate alone (maintaining the amortization of the debt) or a combination of a rate reduction and the forbearance of previously past due interest or principal. This has most typically been evidenced in certain commercial real estate loans whereby a disruption in the borrower’s cash flow resulted in an extended past due status, of which the borrower was unable to catch up completely as the cash flow of the property ultimately stabilized at a level lower than its original level. A reduction in rate, coupled with a forbearance of unpaid principal and/or interest, allowed the net cash flows to service the debt under the modified terms.

 

The Company’s policy requires a restructure request to be supported by a current, well-documented credit evaluation of the borrower’s financial condition and a collateral evaluation that is no older than six months from the date of the restructure. Key factors of that evaluation include the documentation of current, recurring cash flows, support provided by the guarantor(s) and the current valuation of the collateral. If the appraisal in the file is older than six months, an evaluation must be made as to the continued reasonableness of the valuation. For certain income-producing properties, current rent rolls and/or other income information can be utilized to support the appraisal valuation, when coupled with documented cap rates within our markets and a physical inspection of the collateral to validate the current condition.

 

The Company’s policy states that in the event a loan has been identified as a troubled debt restructuring, it should be assigned a grade of substandard and placed on nonaccrual status until such time the borrower has demonstrated the ability to service the loan payments based on the restructured terms – generally defined as six months of satisfactory payment history. Missed payments under the original loan terms are not considered under the new structure; however, subsequent missed payments are considered non-performance and are not considered toward the six month required term of satisfactory payment history. The Company’s loan policy states that a nonaccrual loan may be returned to accrual status when (i) none of its principal and interest is due and unpaid, and the Company expects repayment of the remaining contractual principal and interest or (ii) it otherwise becomes well secured and in the process of collection. Restoration to accrual status on any given loan must be supported by a well-documented credit evaluation of the borrower’s financial condition and the prospects for full repayment and approved by the Company’s Chief Credit Officer.

 

In the normal course of business, the Company renews loans with a modification of the interest rate or terms that are not deemed as troubled debt restructurings because the borrower is not experiencing financial difficulty. The Company modified loans in the first three months of 2017 and 2016 totaling $16.2 million and $36.8 million, respectively, under such parameters.

 

As of March 31, 2017 and December 31, 2016, the Company had a balance of $16.6 million and $18.2 million, respectively, in troubled debt restructurings, excluding purchased loans. The Company has recorded $1.2 million previous charge-offs on such loans at both March 31, 2017 and December 31, 2016. The Company’s balance in the allowance for loan losses allocated to such troubled debt restructurings was $2.9 million and $3.1 million at March 31, 2017 and December 31, 2016, respectively. At March 31, 2017, the Company did not have any commitments to lend additional funds to debtors whose terms have been modified in troubled restructurings.

 

During the three months ending March 31, 2017 and 2016, the Company modified loans as troubled debt restructurings, excluding purchased loans, with principal balances of $93,000 and $1.7 million, respectively, and these modifications did not have a material impact on the Company’s allowance for loan loss. The following table presents the loans by class modified as troubled debt restructurings, excluding purchased loans, which occurred during the three months ending March 31, 2017 and 2016:

 

   March 31, 2017   March 31, 2016 
Loan Class  #  

Balance

(in thousands)

   #  

Balance

(in thousands)

 
Commercial, financial & agricultural   -   $-    1   $12 
Real estate – construction & development   -    -    -    - 
Real estate – commercial & farmland   -    -    2    1,605 
Real estate – residential   1    77    1    60 
Consumer installment   4    16    -    - 
Total   5   $93    4   $1,676 

 

 22 

 

 

 

Troubled debt restructurings, excluding purchased loans, with an outstanding balance of $1.6 million and $793,000 defaulted during the three months ended March 31, 2017 and 2016, respectively, and these defaults did not have a material impact on the Company’s allowance for loan loss. The following table presents for loans, excluding purchased loans, the troubled debt restructurings by class that defaulted (defined as 30 days past due) during the three months ending March 31, 2017 and 2016:

 

   March 31, 2017   March 31, 2016 
Loan Class  #  

Balance

(in thousands)

   #  

Balance

(in thousands)

 
Commercial, financial & agricultural   3   $55    2   $7 
Real estate – construction & development   1    26    1    18 
Real estate – commercial & farmland   3    150    1    194 
Real estate – residential   18    1,380    9    563 
Consumer installment   8    21    1    11 
Total   33   $1,632    14   $793 

 

The following table presents the amount of troubled debt restructurings by loan class, excluding purchased loans, classified separately as accrual and nonaccrual at March 31, 2017 and December 31, 2016:

 

March 31, 2017  Accruing Loans   Non-Accruing Loans 
Loan Class  #  

Balance

(in thousands)

   #  

Balance

(in thousands)

 
Commercial, financial & agricultural   3   $43    15   $142 
Real estate – construction & development   7    435    2    34 
Real estate – commercial & farmland   14    3,944    5    1,617 
Real estate – residential   78    9,220    20    998 
Consumer installment   8    18    33    129 
Total   110   $13,660    75   $2,920 

 

December 31, 2016  Accruing Loans   Non-Accruing Loans 
Loan Class  #  

Balance

(in thousands)

   #  

Balance

(in thousands)

 
Commercial, financial & agricultural   4   $47    15   $114 
Real estate – construction & development   8    686    2    34 
Real estate – commercial & farmland   16    4,119    5    2,970 
Real estate – residential   82    9,340    15    739 
Consumer installment   7    17    32    130 
Total   117   $14,209    69   $3,987 

 

 23 

 

 

As of March 31, 2017 and December 31, 2016, the Company had a balance of $27.4 million and $28.1 million, respectively, in troubled debt restructurings included in purchased loans. The Company has recorded $1.5 million in previous charge-offs on such loans at both March 31, 2017 and December 31, 2016. At March 31, 2017, the Company did not have any commitments to lend additional funds to debtors whose terms have been modified in troubled restructurings.

 

During the three months ending March 31, 2017 and 2016, the Company modified purchased loans as troubled debt restructurings, with principal balances of $355,000 and $1.1 million, respectively, and these modifications did not have a material impact on the Company’s allowance for loan loss. The following table presents the purchased loans by class modified as troubled debt restructurings, which occurred during the three months ending March 31, 2017 and 2016:

 

   March 31, 2017   March 31, 2016 
Loan Class  #  

Balance

(in thousands)

   #  

Balance

(in thousands)

 
Commercial, financial & agricultural   -   $-    1   $76 
Real estate – construction & development   -    -    -    - 
Real estate – commercial & farmland   1    231    2    504 
Real estate – residential   1    124    2    488 
Consumer installment   -    -    -    - 
Total   2   $355    5   $1,068 

 

Troubled debt restructurings included in purchased loans with an outstanding balance of $2.1 million and $1.1 million defaulted during the three months ended March 31, 2017 and 2016, respectively, and these defaults did not have a material impact on the Company’s allowance for loan loss. The following table presents purchased loan troubled debt restructurings by class that defaulted (defined as 30 days past due) during the three months ending March 31, 2017 and 2016:

 

   March 31, 2017   March 31, 2016 
Loan Class  #  

Balance

(in thousands)

   #  

Balance

(in thousands)

 
Commercial, financial & agricultural   -   $-    -   $- 
Real estate – construction & development   2    336    1    12 
Real estate – commercial & farmland   3    1,149    1    613 
Real estate – residential   8    565    7    489 
Consumer installment   -    -    -    - 
Total   13   $2,050    9   $1,114 

 

The following table presents the amount of troubled debt restructurings by loan class of purchased loans, classified separately as accrual and nonaccrual at March 31, 2017 and December 31, 2016.

 

March 31, 2017  Accruing Loans   Non-Accruing Loans 
Loan Class  #  

Balance

(in thousands)

   #  

Balance

(in thousands)

 
Commercial, financial & agricultural   1   $1    3   $16 
Real estate – construction & development   3    1,020    7    421 
Real estate – commercial & farmland   16    6,835    10    3,996 
Real estate – residential   120    12,592    34    2,528 
Consumer installment   -    -    2    8 
Total   140   $20,448    56   $6,969 

 

December 31, 2016  Accruing Loans   Non-Accruing Loans 
Loan Class  #  

Balance

(in thousands)

   #  

Balance

(in thousands)

 
Commercial, financial & agricultural   1   $1    4   $91 
Real estate – construction & development   6    1,358    3    30 
Real estate – commercial & farmland   20    8,460    5    2,402 
Real estate – residential   123    13,713    33    2,077 
Consumer installment   3    11    1    - 
Total   153   $23,543    46   $4,600 

 

 24 

 

 

Allowance for Loan Losses

 

The allowance for loan losses represents an allowance for probable incurred losses in the loan portfolio. The adequacy of the allowance for loan losses is evaluated periodically based on a review of all significant loans, with a particular emphasis on non-accruing, past-due and other loans that management believes might be potentially impaired or warrant additional attention. The Company segregates the loan portfolio by type of loan and utilizes this segregation in evaluating exposure to risks within the portfolio. In addition, based on internal reviews and external reviews performed by regulatory authorities, the Company further segregates the loan portfolio by loan grades based on an assessment of risk for a particular loan or group of loans. Certain reviewed loans are assigned specific allowances when a review of relevant data determines that a general allocation is not sufficient or when the review affords management the opportunity to adjust the amount of exposure in a given credit. In establishing allowances, management considers historical loan loss experience but adjusts this data with a significant emphasis on current loan quality trends, current economic conditions and other factors in the markets where the Company operates. Factors considered include, among others, current valuations of real estate in the Company’s markets, unemployment rates, the effect of weather conditions on agricultural related entities and other significant local economic events, such as major plant closings.

  

The Company has developed a methodology for determining the adequacy of the allowance for loan losses which is monitored by the Company’s Chief Credit Officer. Procedures provide for the assignment of a risk rating for every loan included in the total loan portfolio. Mortgage warehouse lines of credit, overdraft protection loans, commercial insurance premium finance loans, and certain consumer and mortgage loans serviced by outside processors are treated as pools for risk rating purposes. The risk rating schedule provides nine ratings of which five ratings are classified as pass ratings and four ratings are classified as criticized ratings. Each risk rating is assigned a percentage factor to be applied to the loan balance to determine the adequate amount of reserve. All relationships greater than $1.0 million and a sample of relationships greater than $250,000 are reviewed annually by the Bank’s independent internal loan review department. As a result of these loan reviews, certain loans may be identified as having deteriorating credit quality. Other loans that surface as problem loans may also be assigned specific reserves. Past-due loans are assigned risk ratings based on the number of days past due. The calculation of the allowance for loan losses, including underlying data and assumptions, is reviewed regularly by the Company’s Chief Financial Officer and the independent internal loan review department.

 

Loan losses are charged against the allowance when management believes the collection of a loan’s principal is unlikely. Subsequent recoveries are credited to the allowance. Consumer loans are charged-off in accordance with the Federal Financial Institutions Examination Council’s (“FFIEC”) Uniform Retail Credit Classification and Account Management Policy. Commercial loans are charged-off when they are deemed uncollectible, which usually involves a triggering event within the collection effort. If the loan is collateral dependent, the loss is more easily identified and is charged-off when it is identified, usually based upon receipt of an appraisal. However, when a loan has guarantor support, the Company may carry the estimated loss as a reserve against the loan while collection efforts with the guarantor are pursued. If, after collection efforts with the guarantor are complete, the deficiency is still considered uncollectible, the loss is charged-off and any further collections are treated as recoveries. In all situations, when a loan is downgraded to an Asset Quality Rating of 60 (Loss per the regulatory guidance), the uncollectible portion is charged-off.

 

 25 

 

  

The following tables detail activity in the allowance for loan losses by portfolio segment for the three months ended March 31, 2017, the year ended December 31, 2016 and the three months ended March 31, 2016. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.

 

(dollars in thousands)

 

Commercial,
Financial &
Agricultural

  

Real Estate –
Construction &
Development

  

Real Estate –
Commercial &
Farmland

  

Real Estate –
Residential

  

Consumer
Installment
Loans and
Other

  

Purchased
Loans

  

Purchased
Loan
Pools

  

Total

 
Three months ended March 31, 2017:
Balance, December 31, 2016  $2,192   $2,990   $7,662   $6,786   $827   $1,626   $1,837   $23,920 
Provision for loan losses   641    640    217    (791)   174    706    249    1,836 
Loans charged off   (104)   (53)   (9)   (216)   (164)   (556)   -    (1,102)
Recoveries of loans previously charged off   69    20    9    61    17    420    -    596 
Balance, March 31, 2017  $2,798   $3,597   $7,879   $5,840   $854   $2,196   $2,086   $25,250 
                                         
Period-end allocation:                                        
Loans individually evaluated for impairment (1)  $626   $354   $1,574   $2,538   $-   $2,196   $376   $7,664 
Loans collectively evaluated for impairment   2,172    3,243    6,305    3,302    854    -    1,710    17,586 
Ending balance  $2,798   $3,597   $7,879   $5,840   $854   $2,196   $2,086   $25,250 
                                         
Loans:                                        
Individually evaluated for impairment (1)  $1,937   $843   $11,260   $9,630   $-   $35,673   $3,446   $62,789 
Collectively evaluated for impairment   1,059,662    414,186    1,446,850    717,165    123,947    836,146    525,653    5,123,609 
Acquired with deteriorated credit quality   -    -    -    -    -    135,116    -    135,116 
Ending balance  $1,061,599   $415,029   $1,458,110   $726,795   $123,947   $1,006,935   $529,099   $5,321,514 

 

(1)At March 31, 2017, loans individually evaluated for impairment includes all nonaccrual loans greater than $100,000 and all troubled debt restructurings greater than $100,000, including all troubled debt restructurings and not only those currently classified as troubled debt restructurings.

 

(dollars in thousands)  Commercial,
Financial &
Agricultural
   Real Estate –
Construction &
Development
   Real Estate –
Commercial &
Farmland
   Real Estate -
Residential
   Consumer
Installment
Loans and
Other
   Purchased
Loans
   Purchased
Loan
Pools
   Total 
Twelve months ended December 31, 2016:         
Balance, January 1, 2016  $1,144   $5,009   $7,994   $4,760   $1,574   $-   $581   $21,062 
Provision for loan losses   2,647    (1,921)   107    2,757    (523)   (232)   1,256    4,091 
Loans charged off   (1,999)   (588)   (708)   (1,122)   (351)   (1,559)   -    (6,327)
Recoveries of loans previously charged off   400    490    269    391    127    3,417    -    5,094 
Balance, December 31, 2016  $2,192   $2,990   $7,662   $6,786   $827   $1,626   $1,837   $23,920 
                                         
Period-end allocation:                                        
Loans individually evaluated for impairment (1)  $120   $266   $1,502   $2,893   $-   $1,626   $-   $6,407 
Loans collectively evaluated for impairment   2,072    2,724    6,160    3,893    827    -    1,837    17,513 
Ending balance  $2,192   $2,990   $7,662   $6,786   $827   $1,626   $1,837   $23,920 
                                         
Loans:                                        
Individually evaluated for impairment (1)  $501   $659   $12,423   $12,697   $-   $34,141   $-   $60,421 
Collectively evaluated for impairment   966,637    362,386    1,393,796    768,321    109,401    886,516    568,314    5,055,371 
Acquired with deteriorated credit quality   -    -    -    -    -    148,534    -    148,534 
Ending balance  $967,138   $363,045   $1,406,219   $781,018   $109,401   $1,069,191   $568,314   $5,264,326 

  

(1)At December 31, 2016, loans individually evaluated for impairment includes all nonaccrual loans greater than $100,000 and all troubled debt restructurings greater than $100,000, including all troubled debt restructurings and not only those currently classified as troubled debt restructurings.

 

 26 

 

  

(dollars in thousands)

  Commercial,
Financial &
Agricultural
   Real Estate –
Construction &
Development
   Real Estate –
Commercial
& Farmland
   Real Estate -
Residential
   Consumer
Installment
Loans and
Other
   Purchased
Loans
   Purchased
Loan
Pools
   Total 
Three months ended March 31, 2016:                                        
Balance, December 31, 2015  $1,144   $5,009   $7,994   $4,760   $1,574   $-   $581   $21,062 
Provision for loan losses   788    (1,051)   (669)   25    399    464    725    681 
Loans charged off   (406)   (155)   (347)   (468)   (59)   (379)   -    (1,814)
Recoveries of loans previously charged off   73    122    121    314    25    898    -    1,553 
Balance, March 31, 2016  $1,599   $3,925   $7,099   $4,631   $1,939   $983   $1,306   $21,482 
                                         
Period-end allocation:                                        
Loans individually evaluated for impairment (1)  $400   $733   $873   $2,153   $-   $983   $-   $5,142 
Loans collectively evaluated for impairment   1,199    3,192    6,226    2,478    1,939    -    1,306    16,340 
Ending balance  $1,599   $3,925   $7,099   $4,631   $1,939   $983   $1,306   $21,482 
                                         
Loans:                                        
Individually evaluated for impairment (1)  $799   $1,604   $12,050   $9,540   $-   $38,461   $-   $62,454 
Collectively evaluated for impairment   433,274    263,216    1,142,837    619,598    45,089    1,007,754    656,734    4,168,502 
Acquired with deteriorated credit quality   -    -    -    -    -    213,983    -    213,983 
Ending balance  $434,073   $264,820   $1,154,887   $629,138   $45,089   $1,260,198   $656,734   $4,444,939 

 

(1)At March 31, 2016, loans individually evaluated for impairment includes all nonaccrual loans greater than $100,000 and all troubled debt restructurings greater than $100,000, including all troubled debt restructurings and not only those currently classified as troubled debt restructurings.

 

NOTE 6 – ASSETS ACQUIRED IN FDIC-ASSISTED ACQUISITIONS

 

From October 2009 through July 2012, the Company participated in ten FDIC-assisted acquisitions whereby the Company purchased certain failed institutions out of the FDIC’s receivership. These institutions include the following:

 

Bank Acquired 

 

Location 

 

Branches 

 

Date Acquired 

American United Bank (“AUB”)   Lawrenceville, Ga.   1   October 23, 2009
United Security Bank (“USB”)   Sparta, Ga.   2   November 6, 2009
Satilla Community Bank (“SCB”)   St. Marys, Ga.   1   May 14, 2010
First Bank of Jacksonville (“FBJ”)   Jacksonville, Fl.   2   October 22, 2010
Tifton Banking Company (“TBC”)   Tifton, Ga.   1   November 12, 2010
Darby Bank & Trust (“DBT”)   Vidalia, Ga.   7   November 12, 2010
High Trust Bank (“HTB”)   Stockbridge, Ga.   2   July 15, 2011
One Georgia Bank (“OGB”)   Midtown Atlanta, Ga.   1   July 15, 2011
Central Bank of Georgia (“CBG”)   Ellaville, Ga.   5   February 24, 2012
Montgomery Bank & Trust (“MBT”)   Ailey, Ga.   2   July 6, 2012

 

The determination of the initial fair values of loans at the acquisition date and the initial fair values of the related FDIC indemnification assets involves a high degree of judgment and complexity. The carrying values of the acquired loans and the FDIC indemnification assets reflect management’s best estimate of the fair value of each of these assets as of the date of acquisition. However, the amount that the Company realizes on these assets could differ materially from the carrying values reflected in the financial statements included in this report, based upon the timing and amount of collections on the acquired loans in future periods. Because of the loss-sharing agreements with the FDIC on these assets, the Company does not expect to incur any significant losses. To the extent the actual values realized for the acquired loans are different from the estimates, the indemnification assets will generally be affected in an offsetting manner due to the loss-sharing support from the FDIC.

 

 27 

 

  

FASB ASC 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality (“ASC 310-30”), applies to a loan with evidence of deterioration of credit quality since origination, acquired by completion of a transfer for which it is probable, at acquisition, that the investor will be unable to collect all contractually required payments receivable. ASC 310-30 prohibits carrying over or creating an allowance for loan losses upon initial recognition for loans which fall under the scope of this statement. At the acquisition dates, a majority of these loans were valued based on the liquidation value of the underlying collateral because the future cash flows are primarily based on the liquidation of underlying collateral. There was no allowance for credit losses established related to these ASC 310-30 loans at the acquisition dates, based on the provisions of this statement. Over the life of the acquired loans, the Company continues to estimate cash flows expected to be collected. If the expected cash flows expected to be collected increases, then the Company adjusts the amount of accretable discount recognized on a prospective basis over the loan’s remaining life. If the expected cash flows expected to be collected decreases, then the Company records a provision for loan loss in its consolidated statements of income and comprehensive income.

 

Each acquisition with loss-sharing agreements has separate agreements for the single family residential assets (“SFR”) and the non-single family assets (“NSF”). The SFR agreements cover losses and recoveries for ten years. The NSF agreements are for eight years. During the first five years, losses and recoveries are covered. During the final three years, only recoveries, net of expenses, are covered. The AUB SFR agreement was terminated during 2012 and Ameris received a payment of $87,000. The AUB and USB NSF agreements passed their five-year anniversaries during the fourth quarter of 2014, the SCB NSF agreement passed its five-year anniversary during the second quarter of 2015, the FBJ, TBC and DBT NSF agreements passed their five-year anniversaries during the fourth quarter of 2015, the HTB and OGB NSF agreements passed their five-year anniversaries during the third quarter of 2016, and the CBG NSF passed its five-year anniversary during the first quarter of 2017. Losses will no longer be reimbursed on these agreements. MBT did not have a loss-sharing agreement.

 

At March 31, 2017, the Company’s FDIC loss-sharing payable totaled $6.5 million, which is comprised of an accrued clawback liability of $9.4 million, less $1.5 million in current activity incurred but not yet remitted to the FDIC (net charge-offs offset by reimbursable expenses) and remaining indemnification of $1.4 million (for reimbursements associated with anticipated losses in future quarters).

 

The following table summarizes components of all covered assets at March 31, 2017 and December 31, 2016 and their origin:

 

(dollars in thousands) 

  Covered
Loans
   Less: Fair
Value
Adjustments
   Total
Covered
Loans
   OREO   Less: Fair
Value
Adjustments
   Total
Covered
OREO
   Total
Covered
Assets
   FDIC Loss-
Share
Receivable
(Payable)
 
March 31, 2017                                        
AUB  $-   $-   $-   $-   $-   $-   $-   $(34)
USB   3,118    12    3,106    -    -    -    3,106    (1,655)
SCB   3,989    36    3,953    -    -    -    3,953    (19)
FBJ   3,714    433    3,281    -    -    -    3,281    (255)
DBT   11,655    486    11,169    -    -    -    11,169    (4,229)
TBC   1,737    -    1,737    -    -    -    1,737    (48)
HTB   1,899    30    1,869    -    -    -    1,869    708 
OGB   1,068    32    1,036    -    -    -    1,036    (1,040)
CBG   11,454    881    10,573    215    -    215    10,788    83 
Total  $38,634   $1,910   $36,724   $215   $-   $215   $36,939   $(6,489)
                                         
December 31, 2016                                        
AUB  $-   $-   $-   $-   $-   $-   $-   $(27)
USB   3,199    13    3,186    51    -    51    3,237    (1,642)
SCB   4,019    51    3,968    -    -    -    3,968    (32)
FBJ   3,767    452    3,315    -    -    -    3,315    (234)
DBT   12,166    565    11,601    -    -    -    11,601    (4,591)
TBC   1,679    -    1,679    -    -    -    1,679    (33)
HTB   1,913    33    1,880    -    -    -    1,880    734 
OGB   1,077    32    1,045    -    -    -    1,045    (993)
CBG   33,449    1,963    31,486    1,161    4    1,157    32,643    505 
Total  $61,269   $3,109   $58,160   $1,212   $4   $1,208   $59,368   $(6,313)

 

The shared-loss agreements are subject to the servicing procedures as specified in the agreement with the FDIC. The expected reimbursements under the shared-loss agreements were recorded as an indemnification asset at their estimated fair values on the acquisition dates. As of March 31, 2017 and December 31, 2016, the Company has recorded a clawback liability of $9.4 million and $9.3 million, respectively, which represents the obligation of the Company to reimburse the FDIC should actual losses be less than certain thresholds established in each loss-share agreement.

 

 28 

 

  

Changes in the FDIC shared-loss receivable (payable) for the three months ended March 31, 2017 and 2016 are as follows:

 

(dollars in thousands)  March 31,
2017
   March 31,
2016
 
Beginning balance, January 1  $(6,313)  $6,301 
Payments paid to (received from) FDIC   559    (3,299)
Amortization   (415)   (1,545)
Changes in clawback liability   (101)   (91)
Increase in receivable due to:          
Net charge-offs (recoveries) on covered loans   (224)   (673)
Loss (gain) on covered other real estate owned   (15)   581 
Reimbursable expenses on covered assets   171    244 
Other activity, net   (151)   (321)
Ending balance  $(6,489)  $1,197 

 

The FDIC loss-sharing payable is included in other liabilities in the consolidated balance sheets. The FDIC loss-sharing receivable is included in other assets in the consolidated balance sheets.

 

NOTE 7 – OTHER REAL ESTATE OWNED

 

The following is a summary of the activity in other real estate owned during the three months ended March 31, 2017 and 2016:

 

(dollars in thousands)  March 31,
2017
   March 31,
2016
 
Beginning balance, January 1  $10,874   $16,147 
Loans transferred to other real estate owned   1,657    1,044 
Net gains (losses) on sale and write-downs recorded in statement of income   (322)   (736)
Sales proceeds   (1,743)   (1,488)
Ending balance  $10,466   $14,967 

 

The following is a summary of the activity in purchased other real estate owned during the three months ended March 31, 2017 and 2016:

 

(dollars in thousands)  March 31,
2017
   March 31,
2016
 
Beginning balance, January 1  $12,540   $19,344 
Loans transferred to other real estate owned   1,489    1,401 
Acquired in acquisitions   -    1,838 
Portion of gains (losses) on sale and write-downs payable (receivable from) the FDIC under loss-sharing agreements   15    - 
Net gains (losses) on sale and write-downs recorded in statement of income   449    (763)
Sales proceeds   (2,825)   (3,008)
Ending balance  $11,668   $18,812 

 

NOTE 8 – SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

 

The Company classifies the sales of securities under agreements to repurchase as short-term borrowings. The amounts received under these agreements are reflected as a liability in the Company’s consolidated balance sheets and the securities underlying these agreements are included in investment securities in the Company’s consolidated balance sheets. At March 31, 2017 and December 31, 2016, all securities sold under agreements to repurchase mature on a daily basis. The market value of the securities fluctuate on a daily basis due to market conditions. The Company monitors the market value of the securities underlying these agreements on a daily basis and is required to transfer additional securities if the market value of the securities fall below the repurchase agreement price. The Company maintains an unpledged securities portfolio that it believes is sufficient to protect against a decline in the market value of the securities sold under agreements to repurchase.

 

 29 

 

  

The following is a summary of the Company’s securities sold under agreements to repurchase at March 31, 2017 and December 31, 2016:

 

(dollars in thousands)  March 31,
2017
   December 31,
2016
 
Securities sold under agreements to repurchase  $40,415   $53,505 

 

At March 31, 2017 and December 31, 2016, the investment securities underlying these agreements were comprised of state, county and municipal securities and mortgage-backed securities.

 

NOTE 9 – OTHER BORROWINGS

 

The Company has, from time to time, utilized certain borrowing arrangements to fund growth in earning assets or provide additional liquidity when appropriate spreads can be realized. At March 31, 2017 and December 31, 2016, there were $525.7 million and $492.3 million, respectively, in outstanding other borrowings.

Other borrowings consist of the following:

 

(dollars in thousands)  March 31,
2017
   December 31,
2016
 
FHLB borrowings:          
Advance from FHLB due April 6, 2017; fixed interest rate of 0.71%  $445,000   $- 
Advance from FHLB due May 30, 2017; fixed interest rate of 1.23%   5,002    5,006 
Daily Rate Credit from FHLB with a variable interest rate (0.80% at December 31, 2016)   -    150,000 
Advance from FHLB due January 6, 2017; fixed interest rate of 0.56%   -    292,500 
Advance from FHLB due January 9, 2017; fixed interest rate of 1.40%   -    4,002 
Subordinated notes payable:          
Subordinated notes payable due March 15, 2027 net of unamortized debt issuance cost of $1,245; fixed interest rate of 5.75% through March 14, 2022; variable interest rate thereafter at three-month LIBOR plus 3.616%   73,755    - 
Other debt:          
Advance from correspondent bank due October 5, 2019; secured by a loan receivable; fixed interest rate of 4.25%   70    77 
Advance from correspondent bank due September 5, 2026; secured by a loan receivable; fixed interest rate of 2.09%   1,842    1,886 
Advances under revolving credit agreement with a regional bank due September 26, 2017; secured by subsidiary bank stock; variable interest rate at 90-day LIBOR plus 3.50% (4.43% at December 31, 2016)   -    38,000 
Advances under revolving credit agreement with a regional bank due January 7, 2017; fixed interest rate of 8.00%   -    850 
Total  $525,669   $492,321 

 

The advances from the FHLB are collateralized by a blanket lien on all first mortgage loans and other specific loans in addition to FHLB stock. At March 31, 2017, $766.4 million was available for borrowing on lines with the FHLB.

 

At March 31, 2017, $60.0 million was available for borrowing under the revolving credit agreement with a regional bank, secured by subsidiary bank stock.

 

As of March 31, 2017, the Company maintained credit arrangements with various financial institutions to purchase federal funds up to $82.0 million.

 

The Company also participates in the Federal Reserve discount window borrowings program. At March 31, 2017, the Company had $907.8 million of loans pledged at the Federal Reserve discount window and had $594.7 million available for borrowing.

 

 30 

 

 

Subordinated Notes Payable

 

On March 13, 2017, the Company completed the public offering and sale of $75.0 million in aggregate principal amount of its 5.75% Fixed-To-Floating Rate Subordinated Notes due 2027 (the “subordinated notes”). The subordinated notes were sold to the public at par pursuant to an underwriting agreement and were issued pursuant to an indenture and a supplemental indenture. The subordinated notes will mature on March 15, 2027 and through March 14, 2022 will bear a fixed rate of interest of 5.75% per annum, payable semi-annually in arrears on September 15 and March 15 of each year. Beginning March 15, 2022, the interest rate on the subordinated notes resets quarterly to a floating rate per annum equal to the then-current three-month LIBOR plus 3.616%, payable quarterly in arrears on June 15, September 15, December 15, and March 15 of each year to the maturity date or earlier redemption.

 

On any scheduled interest payment date beginning March 15, 2022, the Company may, at its option, redeem the subordinated notes, in whole or in part, at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest.

 

The subordinated notes are unsecured and rank equally with all other unsecured subordinated indebtedness of the Company, including any subordinated indebtedness issued in the future under the indenture governing the subordinated notes. The subordinated notes are subordinated in right of payment to all senior indebtedness of the Company. The subordinated notes are obligations of the Company only and are not guaranteed by any subsidiaries, including the Bank. Additionally, the subordinated notes are structurally subordinated to all existing and future indebtedness and other liabilities of the Company’s subsidiaries, meaning that creditors of the Company’s subsidiaries (including, in the case of the Bank, its depositors) generally will be paid from those subsidiaries’ assets before holders of the subordinated notes have any claim to those assets.

 

For regulatory capital adequacy purposes, the subordinated notes qualify as Tier 2 capital for the Company. If in the future the subordinated notes no longer qualify as Tier 2 capital, the subordinated notes may be redeemed by the Company at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest, subject to prior approval by the Board of Governors of the Federal Reserve System.

 

NOTE 10 – COMMITMENTS AND CONTINGENCIES

 

Loan Commitments

 

The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. They involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amount recognized in the Company’s balance sheets.

 

The Company’s exposure to credit loss is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments. 

 

A summary of the Company’s commitments is as follows:

 

(dollars in thousands)  March 31,
2017
   December 31,
2016
 
Commitments to extend credit  $1,167,344   $1,101,257 
Unused home equity lines of credit   62,927    62,586 
Financial standby letters of credit   15,810    14,257 
Mortgage interest rate lock commitments   124,565    91,426 
Mortgage forward contracts with positive fair value   -    150,000 

 

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. These commitments, predominantly at variable interest rates, generally have fixed expiration dates of one year or less or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the customer.

 

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. Collateral is required in instances which the Company deems necessary.

 

Other Commitments

 

As of March 31, 2017, a $75.0 million letter of credit issued by the FHLB was used to guarantee the Bank’s performance related to public fund deposit balances.

 

 31 

 

 

Contingencies

 

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

 

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.

 

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.

 

A former borrower of the Company has filed a claim related to a loan previously made by the Company asserting lender liability.  The case was tried without a jury and an order was issued by the court against the Company awarding the borrower approximately $2.9 million on August 8, 2013.  The order is currently on appeal to the South Carolina Court of Appeals and the Company is asserting it had no fiduciary responsibility to the borrower.  As of March 31, 2017, the Company believes that it has valid bases in law and fact to overturn on appeal the verdict. As a result, the Company believes that the likelihood that the amount of the judgment will be affirmed is not probable, and, accordingly, that the amount of any loss cannot be reasonably estimated at this time. Because the Company believes that this potential loss is not probable or estimable, it has not recorded any reserves or contingencies related to this legal matter. In the event that the Company’s assumptions used to evaluate this matter as neither probable nor estimable change in future periods, it may be required to record a liability for an adverse outcome.

 

NOTE 11 – SHAREHOLDERS’ EQUITY

 

On January 18, 2017, the Company issued 128,572 unregistered shares of its common stock to William J. Villari in exchange for 4.99% of the outstanding shares of common stock of USPF. A registration statement was filed with the Securities and Exchange Commission on February 13, 2017 to register the resale or other disposition of such shares. The issuance of the 128,572 common shares was valued at $45.45 per share, resulting in an increase in shareholders’ equity of $5.8 million. For additional information regarding the investment in USPF, see Note 3.

 

On March 6, 2017, the Company completed an underwritten public offering of 2,012,500 shares of the Company’s common stock at a price to the public of $46.50 per share. The Company received net proceeds from the issuance of approximately $88.7 million, after deducting $4.9 million in underwriting discounts and commissions and other issuance costs.

 

In March 2017, the Company made a capital contribution to the Bank in the amount of $110.0 million, using the net proceeds of the March 6, 2017 issuance of common stock as well as a portion of the net proceeds of the March 13, 2017 issuance of the Company’s 5.75% Fixed-To-Floating Rate Subordinated Notes due 2027 discussed in Note 9.

 

NOTE 12 – ACCUMULATED OTHER COMPREHENSIVE INCOME

 

Accumulated other comprehensive income for the Company consists of changes in net unrealized gains and losses on investment securities available for sale and an interest rate swap derivative designated as a cash flow hedge. The following tables present a summary of the accumulated other comprehensive income balances, net of tax, as of March 31, 2017 and 2016:

 

(dollars in thousands)  Unrealized
Gain (Loss)
on Derivatives
   Unrealized
Gain (Loss)
on Securities
  

Accumulated
Other

Comprehensive
Income (Loss)

 
Balance, January 1, 2017  $176   $(1,234)  $(1,058)
Current year changes, net of tax   43    (194)   (151)
Balance, March 31, 2017  $219   $(1,428)  $(1,209)

 

(dollars in thousands)  Unrealized
 Gain (Loss)
 on Derivatives
   Unrealized
 Gain (Loss)
 on Securities
  

Accumulated
 Other

Comprehensive
 Income (Loss)

 
Balance, January 1, 2016  $152   $3,201   $3,353 
Reclassification for gains included in net income, net of tax   -    (61)   (61)
Current year changes, net of tax   (615)   3,734    3,119 
Balance, March 31, 2016  $(463)  $6,874   $6,411 

 

 32 

 

 

NOTE 13 – WEIGHTED AVERAGE SHARES OUTSTANDING

 

Earnings per share have been computed based on the following weighted average number of common shares outstanding:

 

   For the Three Months
Ended March 31,
 
(share data in thousands)  2017   2016 
Average common shares outstanding   35,664    32,752 
Common share equivalents:          
Stock options   120    114 
Nonvested restricted share grants   256    188 
Average common shares outstanding, assuming dilution   36,040    33,054 

 

For the three-month periods ended March 31, 2017 and 2016, there were no potential common shares with strike prices that would cause them to be anti-dilutive.

 

NOTE 14 – FAIR VALUE MEASURES

 

The fair value of an asset or liability is the current amount that would be exchanged between willing parties, other than in a forced liquidation. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various assets and liabilities. In cases where quoted market prices are not available, fair value is based on discounted cash flows or other valuation techniques. These techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the asset or liability. The accounting standard for disclosures about the fair value measures excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.

 

The Company’s loans held for sale are carried at fair value and are comprised of the following:

 

(dollars in thousands)  March 31,
2017
   December 31,
2016
 
Mortgage loans held for sale  $86,635   $105,924 
SBA loans held for sale   19,002    - 
Total loans held for sale  $105,637   $105,924 

 

The Company has elected to record mortgage loans held for sale at fair value in order to eliminate the complexities and inherent difficulties of achieving hedge accounting and to better align reported results with the underlying economic changes in value of the loans and related hedge instruments. This election impacts the timing and recognition of origination fees and costs, as well as servicing value, which are now recognized in earnings at the time of origination. Interest income on mortgage loans held for sale is recorded on an accrual basis in the consolidated statements of income and comprehensive income under the heading interest income – interest and fees on loans. The servicing value is included in the fair value of the interest rate lock commitments (“IRLCs”) with borrowers. The mark to market adjustments related to mortgage loans held for sale and the associated economic hedges are captured in mortgage banking activities. Net gains of $3.0 million and $3.0 million resulting from fair value changes of these mortgage loans were recorded in income during the three months ended March 31, 2017 and 2016, respectively. The amount does not reflect changes in fair values of related derivative instruments used to hedge exposure to market-related risks associated with these mortgage loans. The change in fair value of both mortgage loans held for sale and the related derivative instruments are recorded in mortgage banking activity in the consolidated statements of income and comprehensive income. The Company’s valuation of mortgage loans held for sale incorporates an assumption for credit risk; however, given the short-term period that the Company holds these loans, valuation adjustments attributable to instrument-specific credit risk is nominal.

 

The following table summarizes the difference between the fair value and the principal balance for mortgage loans held for sale measured at fair value as of March 31, 2017 and December 31, 2016:

 

(dollars in thousands)

  March 31,
2017
   December 31,
2016
 
Aggregate fair value of mortgage loans held for sale  $86,635   $105,924 
Aggregate unpaid principal balance   83,649    103,691 
Past-due loans of 90 days or more   -    - 
Nonaccrual loans   -    - 

 

 33 

 

 

The Company utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Securities available for sale, mortgage loans held for sale and derivatives are recorded at fair value on a recurring basis. From time to time, the Company may be required to record at fair value other assets on a nonrecurring basis, such as impaired loans and OREO. Additionally, the Company is required to disclose, but not record, the fair value of other financial instruments.

 

Fair Value Hierarchy

 

The Company groups assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are:

 

Level 1 Quoted prices in active markets for identical assets or liabilities.

 

Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

The following methods and assumptions were used by the Company in estimating the fair value of its assets and liabilities recorded at fair value and for estimating the fair value of its financial instruments:

 

Cash, Due From Banks, Federal Funds Sold and Interest-Bearing Accounts: The carrying amount of cash, due from banks, federal funds sold and interest-bearing deposits in banks approximates fair value.

 

Investment Securities Available for Sale: The fair value of securities available for sale is determined by various valuation methodologies. Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash flows. Level 2 securities include certain U.S. agency bonds, mortgage-backed securities, collateralized mortgage and debt obligations, and municipal securities. The Level 2 fair value pricing is provided by an independent third party and is based upon similar securities in an active market. In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy and include certain residual municipal securities and other less liquid securities.

 

Other Investments: FHLB stock, Federal Reserve Bank stock and the Company’s minority equity investment in USPF are included in other investment securities at original cost basis. These investments do not have readily determinable fair values and are carried at original cost basis. It is not practical to determine the fair value of these investments due to restrictions placed on transferability. These investments are periodically evaluated for impairment based on ultimate recovery of par value or cost basis. Cost basis approximates fair value for these investments.

 

Loans Held for Sale: The Company records loans held for sale at fair value. The fair value of loans held for sale is determined on outstanding commitments from third party investors in the secondary markets and is classified within Level 2 of the valuation hierarchy.

 

Loans: The carrying amount of variable-rate loans that reprice frequently and have no significant change in credit risk approximates fair value. The fair value of fixed-rate loans is estimated based on discounted contractual cash flows, using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality. The fair value of impaired loans is estimated based on discounted contractual cash flows or underlying collateral values, where applicable. A loan is determined to be impaired if the Company believes it is probable that all principal and interest amounts due according to the terms of the note will not be collected as scheduled. The fair value of impaired loans is determined in accordance with ASC 310-10, Accounting by Creditors for Impairment of a Loan, and generally results in a specific reserve established through a charge to the provision for loan losses. Losses on impaired loans are charged to the allowance when management believes the uncollectability of a loan is confirmed. Management has determined that the majority of impaired loans are Level 3 assets due to the extensive use of market appraisals.

 

Other Real Estate Owned: The fair value of other real estate owned (“OREO”) is determined using certified appraisals, internal evaluations and broker price opinions that value the property at its highest and best uses by applying traditional valuation methods common to the industry. The Company does not hold any OREO for profit purposes and all other real estate is actively marketed for sale. In most cases, management has determined that additional write-downs are required beyond what is calculable from the appraisal to carry the property at levels that would attract buyers. Because this additional write-down is not based on observable inputs, management has determined that other real estate owned should be classified as Level 3.

 

Intangible Assets: Intangible assets consist of core deposit premiums acquired in connection with business combinations and are based on the established value of acquired customer deposits. The core deposit premium is initially recognized based on a valuation performed as of the consummation date and is amortized over an estimated useful life of seven to ten years.

 

 34 

 

 

FDIC Loss-Share Receivable/Payable: Because the FDIC will reimburse the Company for certain acquired loans should the Company experience a loss, an indemnification asset is recorded at fair value at the acquisition date. The indemnification asset is recognized at the same time as the indemnified loans, and measured on the same basis, subject to collectability or contractual limitations. The shared loss agreements on the acquisition date reflect the reimbursements expected to be received from the FDIC, using an appropriate discount rate, which reflects counterparty credit risk and other uncertainties. The shared loss agreements continue to be measured on the same basis as the related indemnified loans, and the loss-share receivable/payable is impacted by changes in estimated cash flows associated with these loans.

 

Accrued Interest Receivable/Payable: The carrying amount of accrued interest receivable and accrued interest payable approximates fair value.

 

Cash Value of Bank Owned Life Insurance: The carrying value of cash value of bank owned life insurance approximates fair value.

 

Deposits: The carrying amount of demand deposits, savings deposits and variable-rate certificates of deposit approximates fair value. The fair value of fixed-rate certificates of deposit is estimated based on discounted contractual cash flows using interest rates currently being offered for certificates of similar maturities.

 

Securities Sold under Agreements to Repurchase and Other Borrowings: The carrying amount of variable rate borrowings and securities sold under repurchase agreements approximates fair value and are classified as Level 1. The fair value of fixed rate other borrowings is estimated based on discounted contractual cash flows using the current incremental borrowing rates for similar borrowing arrangements and are classified as Level 2.

 

Subordinated Deferrable Interest Debentures: The fair value of the Company’s trust preferred securities is based primarily upon discounted cash flows using rates for securities with similar terms and remaining maturities and are classified as Level 2.

 

Off-Balance-Sheet Instruments: Because commitments to extend credit and standby letters of credit are typically made using variable rates and have short maturities, the carrying value and fair value are immaterial for disclosure.

 

Derivatives: The Company has entered into derivative financial instruments to manage interest rate risk. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of the derivatives. This analysis reflects the contractual terms of the derivative, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The fair value of the derivatives is determined using the market standard methodology of netting the discounted future fixed cash receipts and the discounted expected variable cash payments. The variable cash payments are based on an expectation of future interest rates (forward curves derived from observable market interest rate curves).

 

The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting any applicable credit enhancements such as collateral postings, thresholds, mutual puts and guarantees.

 

Although the Company has determined that the majority of the inputs used to value its derivative fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself or the counterparty. However, as of March 31, 2017 and December 31, 2016, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustment is not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuation in its entirety is classified in Level 2 of the fair value hierarchy.

 

 35 

 

 

The following table presents the fair value measurements of assets and liabilities measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall as of March 31, 2017 and December 31, 2016:

 

   Fair Value Measurements on a Recurring Basis
As of March 31, 2017
 
(dollars in thousands)  Fair Value   Level 1   Level 2   Level 3 
Financial assets:                    
U.S. government sponsored agencies  $1,015   $-   $1,015   $- 
State, county and municipal securities   149,556    -    149,556    - 
Corporate debt securities   44,902    -    43,402    1,500 
Mortgage-backed securities   635,292    -    635,292    - 
Loans held for sale   105,637    -    105,637    - 
Mortgage banking derivative instruments   4,704    -    4,704    - 
Total recurring assets at fair value  $941,106   $-   $939,606   $1,500 
                     
Financial liabilities:                    
Derivative financial instruments  $806   $-   $806   $- 
Mortgage banking derivative instruments   572    -    572    - 
Total recurring liabilities at fair value  $1,378   $-   $1,378   $- 

 

   Fair Value Measurements on a Recurring Basis
As of December 31, 2016
 
(dollars in thousands)  Fair Value   Level 1   Level 2   Level 3 
Financial assets:                    
U.S. government sponsored agencies  $1,020   $-   $1,020   $- 
State, county and municipal securities   152,035    -    152,035    - 
Corporate debt securities   32,172    -    30,672    1,500 
Mortgage-backed securities   637,508    -    637,508    - 
Loans held for sale   105,924    -    105,924    - 
Mortgage banking derivative instruments   4,314    -    4,314    - 
Total recurring assets at fair value  $932,973   $-   $931,473   $1,500 
                     
Financial liabilities:                    
Derivative financial instruments  $978   $-   $978   $- 
Total recurring liabilities at fair value  $978   $-   $978   $- 

 

The following table presents the fair value measurements of assets measured at fair value on a non-recurring basis, as well as the general classification of such instruments pursuant to the valuation hierarchy as of March 31, 2017 and December 31, 2016:

 

   Fair Value Measurements on a Nonrecurring Basis 
(dollars in thousands)  Fair Value   Level 1   Level 2   Level 3 
March 31, 2017                    
Impaired loans carried at fair value  $27,643   $-   $-   $27,643 
Other real estate owned   2,841    -    -    2,841 
Purchased other real estate owned   11,668    -    -    11,668 
Total nonrecurring assets at fair value  $42,152   $-   $-   $42,152 
December 31, 2016                    
Impaired loans carried at fair value  $28,253   $-   $-   $28,253 
Other real estate owned   1,172    -    -    1,172 
Purchased other real estate owned   12,540    -    -    12,540 
Total nonrecurring assets at fair value  $41,965   $-   $-   $41,965 

 

The inputs used to determine estimated fair value of impaired loans include market conditions, loan terms, underlying collateral characteristics and discount rates. The inputs used to determine fair value of other real estate owned include market conditions, estimated marketing period or holding period, underlying collateral characteristics and discount rates.

 

For the three months ended March 31, 2017 and the year ended December 31, 2016, there was not a change in the methods and significant assumptions used to estimate fair value.

 

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The following table shows significant unobservable inputs used in the fair value measurement of Level 3 assets and liabilities:

 

(dollars in thousands)  Fair Value   Valuation Technique  Unobservable Inputs  Range of
Discounts
  Weighted
Average
Discount
 
March 31, 2017
Recurring:
                   
Investment securities available for sale  $1,500   Discounted par values  Credit quality of underlying issuer  0%   0%
Nonrecurring:                   
Impaired loans  $27,643   Third-party appraisals and discounted cash flows  Collateral discounts and discount rates  15% - 99%   28%
Other real estate owned  $2,841   Third-party appraisals, sales contracts, broker price opinions  Collateral discounts and estimated costs to sell  15% - 83%   21%
Purchased other real estate owned  $11,668   Third-party appraisals  Collateral discounts and estimated costs to sell  10% - 74%   14%
                    
December 31, 2016
Recurring:
                   
Investment securities available for sale  $1,500   Discounted par values  Credit quality of underlying issuer  0%   0%
Nonrecurring:                   
Impaired loans  $28,253   Third-party appraisals and discounted cash flows  Collateral discounts and discount rates  15% - 100%   28%
Other real estate owned  $1,172   Third-party appraisals, sales contracts, broker price opinions  Collateral discounts and estimated costs to sell  15% - 74%   22%
Purchased other real estate owned  $12,540   Third-party appraisals  Collateral discounts and estimated costs to sell  10% - 74%   15%

 

The carrying amount and estimated fair value of the Company’s financial instruments, not shown elsewhere in these financial statements, were as follows:

 

       Fair Value Measurements at March 31, 2017 Using: 
(dollars in thousands)  Carrying
Amount
   Level 1   Level 2   Level 3   Total 
Financial assets:                         
Cash and due from banks  $127,164   $127,164   $-   $-   $127,164 
Federal funds sold and interest-bearing accounts   232,045    232,045    -    -    232,045 
Loans, net   5,268,621    -    -    5,289,414    5,289,414 
Accrued interest receivable   20,412    20,412    -    -    20,412 
Financial liabilities:                         
Deposits  $5,642,369   $-   $5,642,757   $-   $5,642,757 
Securities sold under agreements to repurchase   40,415    40,415    -    -    40,415 
Other borrowings   525,669    -    526,914    -    526,914 
Subordinated deferrable interest debentures   84,559    -    68,507    -    68,507 
FDIC loss-share payable   6,489    -    -    8,002    8,002 
Accrued interest payable   1,614    1,614    -    -    1,614 

 

 37 

 

 

       Fair Value Measurements at December 31, 2016 Using: 
(dollars in thousands)  Carrying
Amount
   Level 1   Level 2   Level 3   Total 
Financial assets:                         
Cash and due from banks  $127,164   $127,164   $-   $-   $127,164 
Federal funds sold and interest-bearing accounts   71,221    71,221    -    -    71,221 
Loans, net   5,212,153    -    -    5,236,034    5,236,034 
Accrued interest receivable   22,278    22,278    -    -    22,278 
Financial liabilities:                         
Deposits   5,575,163    -    5,575,288    -    5,575,288 
Securities sold under agreements to repurchase   53,505    53,505    -    -    53,505 
Other borrowings   492,321    -    492,321    -    492,321 
Subordinated deferrable interest debentures   84,228    -    67,321    -    67,321 
FDIC loss-share payable   6,313    -    -    8,243    8,243 
Accrued interest payable   1,501    1,501    -    -    1,501 

 

NOTE 15 – SEGMENT REPORTING

 

The Company has the following five reportable segments: Banking Division, Retail Mortgage Division, Warehouse Lending Division, SBA Division and Premium Finance Division. The Banking Division derives its revenues from the delivery of full-service financial services, including commercial loans, consumer loans and deposit accounts. The Retail Mortgage Division derives its revenues from the origination, sales and servicing of one-to-four family residential mortgage loans. The Warehouse Lending Division derives its revenues from the origination and servicing of warehouse lines to other businesses that are secured by underlying one-to-four family residential mortgage loans. The SBA Division derives its revenues from the origination, sales and servicing of SBA loans. The Premium Finance Division derives its revenues from the origination and servicing of commercial insurance premium finance loans.

 

The Banking, Retail Mortgage, Warehouse Lending, SBA and Premium Finance Divisions are managed as separate business units because of the different products and services they provide. The Company evaluates performance and allocates resources based on profit or loss from operations. There are no material intersegment sales or transfers.

 

The following tables present selected financial information with respect to the Company’s reportable business segments for the three months ended March 31, 2017 and 2016:

 

   Three Months Ended
March 31, 2017
 
(dollars in thousands)  Banking
Division
   Retail
Mortgage
Division
   Warehouse
Lending
Division
   SBA
Division
   Premium
 Finance
 Division
   Total 
Interest income  $54,212   $4,054   $1,333   $1,213   $6,238   $67,050 
Interest expense   4,086    1,078    228    306    762    6,460 
Net interest income   50,126    2,976    1,105    907    5,476    60,590 
Provision for loan losses   1,982    8    (232)   48    30    1,836 
Noninterest income   13,013    10,513    319    1,815    46    25,706 
Noninterest expense                              
Salaries and employee benefits   18,844    7,216    147    591    996    27,794 
Equipment and occupancy expenses   5,257    519    1    51    49    5,877 
Data processing and telecommunications expenses   6,043    317    27    1    184    6,572 
Other expenses   9,241    1,141    32    211    2,225    12,850 
Total noninterest expense   39,385    9,193    207    854    3,454    53,093 
Income before income tax expense   21,772    4,288    1,449    1,820    2,038    31,367 
Income tax expense   6,856    1,501    507    637    713    10,214 
Net income  $14,916   $2,787   $942   $1,183   $1,325   $21,153 
Total assets  $6,100,876   $378,897   $107,937   $76,405   $430,741   $7,094,856 
Goodwill   125,532    -    -    -    -    125,532 
Other intangible assets, net   16,391    -    -    -    -    16,391 

 

 38 

 

 

   Three Months Ended
March 31, 2016
 
(dollars in thousands)  Banking
Division
   Retail
Mortgage
Division
   Warehouse
Lending
Division
   SBA
Division
   Premium
Finance
Division
   Total 
Interest income  $49,779   $3,020   $1,019   $741   $-   $54,559 
Interest expense   3,296    590    92    145    -    4,123 
Net interest income   46,483    2,430    927    596    -    50,436 
Provision for loan losses   681    -    -    -    -    681 
Noninterest income   12,735    9,624    333    1,594    -    24,286 
Noninterest expense                              
Salaries and employee benefits   18,989    6,347    188    663    -    26,187 
Equipment and occupancy expenses   5,150    488    1    61    -    5,700 
Data processing and telecommunications expenses   5,820    272    20    1    -    6,113 
Other expenses   16,436    956    25    183    -    17,600 
Total noninterest expense   46,395    8,063    234    908    -    55,600 
Income before income tax expense   12,142    3,991    1,026    1,282    -    18,441 
Income tax expense   3,919    1,397    359    449    -    6,124 
Net income  $8,223   $2,594   $667   $833   $-   $12,317 
Total assets  $5,634,850   $260,038   $137,461   $65,422   $-   $6,097,771 
Goodwill   121,512    -    -    -    -    121,512 
Other intangible assets, net   21,892    -    -    -    -    21,892 

 

NOTE 16 – REGULATORY MATTERS

 

On December 16, 2016, the Bank entered into a Stipulation to the Issuance of a Consent Order with its bank regulatory agencies, the FDIC and the Georgia Department of Banking and Finance (the “GDBF”), consenting to the issuance of a consent order (the “Order”) relating to the Bank’s Bank Secrecy Act (together with its implementing regulations, the “BSA”) compliance program. In consenting to the issuance of the Order, the Bank did not admit or deny any charges of unsafe or unsound banking practices related to its BSA compliance program.

 

Under the terms of the Order, the Bank or its board of directors is required to take certain affirmative actions to comply with the Bank’s obligations under the BSA. These include, but are not limited to, the following: strengthening the board of directors’ oversight of BSA activities; enhancing and adopting a revised BSA compliance program; completing a BSA risk assessment; developing a revised system of internal controls designed to ensure full compliance with the BSA; reviewing and revising customer due diligence and risk assessment processes, policies and procedures; developing, adopting and implementing effective BSA training programs; assessing BSA staffing needs and resources and appointing a qualified BSA officer; establishing an independent BSA testing program; ensuring that all reports required by the BSA are accurately and properly filed; and engaging an independent firm to review past account activity to determine whether suspicious activity was properly identified and reported.

 

Prior to implementation, certain of the actions required by the Order were subject to review by, and approval or non-objection from, the FDIC and the GDBF. The Order will remain in effect and be enforceable until it is modified, terminated, suspended or set aside by the FDIC and the GDBF. The Bank expects that it will continue to meet the required actions within the time periods specified in the Order based upon ongoing communications with its regulators.

 

 39 

 

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Cautionary Note Regarding Forward-Looking Statements

 

Certain of the statements made in this report are “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions and future performance and involve known and unknown risks, uncertainties and other factors, many of which may be beyond our control and which may cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.

 

All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as “may,” “will,” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “plan,” “point to,” “project,” “predict,” “could,” “intend,” “target,” “potential” and other similar words and expressions of the future. These forward-looking statements may not be realized due to a variety of factors, including, without limitation, the following: legislative and regulatory initiatives; additional competition in our markets; potential business strategies, including acquisitions or dispositions of assets or internal restructuring, that may be pursued by us; state and federal banking regulations; changes in or application of environmental and other laws and regulations to which we are subject; political, legal and economic conditions and developments; financial market conditions and the results of financing efforts; changes in commodity prices and interest rates; weather, natural disasters and other catastrophic events; and other factors discussed in our filings with the Securities and Exchange Commission under the Exchange Act.

 

All written or oral forward-looking statements that are made by or are attributable to us are expressly qualified in their entirety by this cautionary notice. Our forward-looking statements apply only as of the date of this report or the respective date of the document from which they are incorporated herein by reference. We have no obligation and do not undertake to update, revise or correct any of the forward-looking statements after the date of this report, or after the respective dates on which such statements otherwise are made, whether as a result of new information, future events or otherwise.

 

Overview

 

The following is management’s discussion and analysis of certain significant factors which have affected the financial condition and results of operations of the Company as reflected in the unaudited consolidated balance sheet as of March 31, 2017, as compared with December 31, 2016, and operating results for the three-month periods ended March 31, 2017 and 2016. These comments should be read in conjunction with the Company’s unaudited consolidated financial statements and accompanying notes appearing elsewhere herein.

 

 40 

 

 

The following table sets forth unaudited selected financial data for the previous five quarters. This data should be read in conjunction with the unaudited consolidated financial statements and the notes thereto and the information contained in this Item 2.

 

(in thousands, except share data)  First
Quarter
 2017
   Fourth
Quarter
 2016
   Third
Quarter
 2016
   Second
Quarter
 2016
   First
Quarter
 2016
 
                          
Results of Operations:                         
Net interest income  $60,590   $57,279   $57,067   $54,589   $50,436 
Net interest income (tax equivalent)   62,108    58,897    58,024    55,525    51,177 
Provision for loan losses   1,836    1,710    811    889    681 
Non-interest income   25,706    24,272    28,864    28,379    24,286 
Non-interest expense   53,093    54,677    53,199    52,359    55,600 
Income tax expense   10,214    6,987    10,364    9,671    6,124 
Net income available to common shareholders   21,153    18,177    21,557    20,049    12,317 
Selected Average Balances:                         
Investment securities  $862,616   $856,671   $857,433   $850,435   $806,699 
Loans held for sale   77,617    102,926    105,859    96,998    82,803 
Loans   3,678,149    3,145,714    2,897,771    2,653,171    2,410,747 
Purchased loans   1,034,983    1,101,907    1,199,175    1,239,409    970,570 
Purchased loan pools   547,057    590,617    629,666    630,503    627,178 
Earning assets   6,347,807    5,925,634    5,780,455    5,574,608    5,106,011 
Assets   6,915,965    6,573,344    6,330,350    6,138,757    5,618,397 
Deposits   5,491,324    5,490,657    5,221,219    5,211,355    4,874,310 
Shareholders’ equity   695,830    653,991    640,382    616,361    542,264 
Period-End Balances:                         
Investment securities  $866,715   $852,199   $862,702   $862,771   $849,905 
Loans held for sale   105,637    105,924    126,263    102,757    97,439 
Loans   3,785,480    3,626,821    3,091,039    2,819,071    2,528,007 
Purchased loans   1,006,935    1,069,191    1,129,381    1,193,635    1,260,198 
Purchased loan pools   529,099    568,314    624,886    610,425    656,734 
Earning assets   6,525,911    6,293,670    5,925,072    5,656,932    5,499,656 
Total assets   7,094,856    6,892,031    6,493,495    6,221,294    6,097,771 
Deposits   5,642,369    5,575,163    5,306,098    5,179,532    5,230,787 
Shareholders’ equity   758,216    646,437    642,583    625,915    600,828 
Per Common Share Data:                         
Earnings per share - basic  $0.59   $0.52   $0.62   $0.58   $0.38 
Earnings per share - diluted  $0.59   $0.52   $0.61   $0.57   $0.37 
Book value per common share  $20.42   $18.51   $18.42   $17.96   $17.25 
Tangible book value per common share  $16.60   $14.42   $14.38   $13.89   $13.13 
End of period shares outstanding   37,128,714    34,921,474    34,891,304    34,847,311    34,837,454 
Weighted Average Shares Outstanding:                         
Basic   35,664,420    34,915,459    34,869,747    34,832,621    32,752,063 
Diluted   36,040,240    35,293,035    35,194,739    35,153,311    33,053,554 
Market Price:                         
High intraday price  $49.50   $47.70   $36.20   $32.76   $33.81 
Low intraday price  $41.60   $34.61   $28.90   $27.73   $24.96 
Closing price for quarter  $46.10   $43.60   $34.95   $29.70   $29.58 
Average daily trading volume   242,982    191,894    166,841    215,409    253,779 
Cash dividends declared per share  $0.10   $0.10   $0.10   $0.05   $0.05 
Closing price to book value   2.26    2.36    1.90    1.65    1.71 
Performance Ratios:                         
Return on average assets   1.24%   1.10%   1.35%   1.31%   0.88%
Return on average common equity   12.33%   11.06%   13.39%   13.08%   9.14%
Average loans to average deposits   97.20%   89.99%   92.55%   88.65%   83.94%
Average equity to average assets   10.06%   9.95%   10.12%   10.04%   9.65%
Net interest margin (tax equivalent)   3.97%   3.95%   3.99%   4.01%   4.03%
Efficiency ratio   61.52%   67.05%   61.91%   63.11%   74.41%

 

 41 

 

 

Results of Operations for the Three Months Ended March 31, 2017 and 2016

 

Consolidated Earnings and Profitability

 

Ameris reported net income available to common shareholders of $21.2 million, or $0.59 per diluted share, for the quarter ended March 31, 2017, compared with $12.3 million, or $0.37 per diluted share, for the same period in 2016. The Company’s return on average assets and average shareholders’ equity were 1.24% and 12.33%, respectively, in the first quarter of 2017, compared with 0.88% and 9.14%, respectively, in the first quarter of 2016. During the first quarter of 2017 and 2016, the Company incurred pre-tax merger and conversion charges of $402,000 and $6.4 million, respectively, as well as pre-tax losses on the sale of premises totaling $295,000 in 2017 and pre-tax gains on the sale of premises of $77,000 in 2016. Excluding these merger and conversion charges and losses and gains on the sale of premises, the Company’s net income would have been $21.6 million, or $0.60 per diluted share, for the first quarter of 2017 and $16.4 million, or $0.50 per diluted share, for the first quarter of 2016.

 

Below is a reconciliation of adjusted operating net income to net income, as discussed above.

 

   For the Three Months
Ended March 31,
 
(dollars in thousands)  2017   2016 
Net income available to common shareholders  $21,153   $12,317 
Adjustment items:          
Merger and conversion charges   402    6,359 
Losses (gains) on sale of premises   295    (77)
Tax effect of management adjusted charges   (244)   (2,199)
           
After tax management-adjusted charges   453    4,083 
           
Adjusted operating net income  $21,606   $16,400 

 

 42 

 

 

Below is additional information regarding the retail banking activities, mortgage banking activities, warehouse lending activities, SBA activities and premium finance activities of the Company during the first quarter of 2017 and 2016, respectively:

 

   Three Months Ended
March 31, 2017
 
(dollars in thousands)  Banking
Division
   Retail
Mortgage
Division
   Warehouse
Lending
Division
   SBA
Division
   Premium
 Finance
 Division
   Total 
Interest income  $54,212   $4,054   $1,333   $1,213   $6,238   $67,050 
Interest expense   4,086    1,078    228    306    762    6,460 
Net interest income   50,126    2,976    1,105    907    5,476    60,590 
Provision for loan losses   1,982    8    (232)   48    30    1,836 
Noninterest income   13,013    10,513    319    1,815    46    25,706 
Noninterest expense                              
Salaries and employee benefits   18,844    7,216    147    591    996    27,794 
Equipment and occupancy expenses   5,257    519    1    51    49    5,877 
Data processing and telecommunications expenses   6,043    317    27    1    184    6,572 
Other expenses   9,241    1,141    32    211    2,225    12,850 
Total noninterest expense   39,385    9,193    207    854    3,454    53,093 
Income before income tax expense   21,772    4,288    1,449    1,820    2,038    31,367 
Income tax expense   6,856    1,501    507    637    713    10,214 
Net income  $14,916   $2,787   $942   $1,183   $1,325   $21,153 

 

   Three Months Ended
March 31, 2016
 
(dollars in thousands)  Banking
Division
   Retail
Mortgage
Division
   Warehouse
Lending
Division
   SBA
Division
   Premium
Finance
 Division
   Total 
Interest income  $49,779   $3,020   $1,019   $741   $-   $54,559 
Interest expense   3,296    590    92    145    -    4,123 
Net interest income   46,483    2,430    927    596    -    50,436 
Provision for loan losses   681    -    -    -    -    681 
Noninterest income   12,735    9,624    333    1,594    -    24,286 
Noninterest expense                              
Salaries and employee benefits   18,989    6,347    188    663    -    26,187 
Equipment and occupancy expenses   5,150    488    1    61    -    5,700 
Data processing and telecommunications expenses   5,820    272    20    1    -    6,113 
Other expenses   16,436    956    25    183    -    17,600 
Total noninterest expense   46,395    8,063    234    908    -    55,600 
Income before income tax expense   12,142    3,991    1,026    1,282    -    18,441 
Income tax expense   3,919    1,397    359    449    -    6,124 
Net income  $8,223   $2,594   $667   $833   $-   $12,317 

 

 43 

 

 

Net Interest Income and Margins

 

The following table sets forth the average balance, interest income or interest expense, and average yield/rate paid for each category of interest-earning assets and interest-bearing liabilities, net interest spread, and net interest margin on average interest-earning assets for the three months ended March 31, 2017 and 2016. Federally tax-exempt income is presented on a taxable-equivalent basis assuming a 35% federal tax rate.

 

   Quarter Ended
 March 31,
 
   2017   2016 

(dollars in thousands)

  Average
Balance
   Interest
Income/
Expense
   Average
Yield/
Rate Paid
   Average
Balance
   Interest
Income/
Expense
   Average
Yield/
Rate Paid
 
Assets                              
Interest-earning assets:                              
Federal funds sold and interest-bearing deposits in banks  $147,385   $313    0.86%  $208,014   $336    0.65%
Investment securities   862,616    5,440    2.56    806,699    5,188    2.59 
Loans held for sale   77,617    653    3.41    82,803    755    3.67 
Loans   3,678,149    43,157    4.76    2,410,747    28,684    4.79 
Purchased loans   1,034,983    15,173    5.95    970,570    15,193    6.30 
Purchased loan pools   547,057    3,832    2.84    627,178    5,144    3.30 
Total interest-earning assets   6,347,807    68,568    4.38    5,106,011    55,300    4.36 
Noninterest-earning assets   568,158              512,386           
Total assets  $6,915,965             $5,618,397           
                               
Liabilities and Shareholders’ Equity                              
Interest-bearing liabilities:                              
Savings and interest-bearing demand deposits  $2,925,280   $2,078    0.29%  $2,666,383   $1,551    0.23%
Time deposits   961,549    1,685    0.71    845,920    1,190    0.57 
Federal funds purchased and securities sold under agreements to repurchase   42,589    20    0.19    52,787    35    0.27 
FHLB advances   525,583    907    0.70    9,648    23    0.96 
Other borrowings   47,738    559    4.75    42,096    370    3.54 
Subordinated deferrable interest debentures   84,379    1,211    5.82    72,589    954    5.29 
Total interest-bearing liabilities   4,587,118    6,460    0.57    3,689,423    4,123    0.45 
Demand deposits   1,604,495              1,362,007           
Other liabilities   28,522              24,703           
Shareholders’ equity   695,830              542,264           
Total liabilities and shareholders’ equity  $6,915,965             $5,618,397           
Interest rate spread             3.81%             3.91%
Net interest income       $62,108             $51,177      
Net interest margin             3.97%             4.03%

 

On a tax-equivalent basis, net interest income for the first quarter of 2017 was $62.1 million, an increase of $10.9 million, or 21.4%, compared with $51.2 million reported in the same quarter in 2016. The higher net interest income is a result of growth in average interest earning assets which increased $1.2 billion, or 24.3%, from $5.1 billion in the first quarter of 2016 to $6.3 billion for the first quarter of 2017. The Company’s net interest margin increased during the first quarter of 2017 to 3.97%, compared with 3.95% during the fourth quarter of 2016, but decreased compared with 4.03% reported in the first quarter of 2016.

 

 44 

 

 

Total interest income, on a tax-equivalent basis, during the first quarter of 2017 was $68.6 million, compared with $55.3 million in the same quarter of 2016. Yields on earning assets increased to 4.38%, compared with 4.36% reported in the first quarter of 2016. During the first quarter of 2017, loans comprised 84.1% of earning assets, compared with 80.1% in the same quarter of 2016. This increase is a result of growth in average legacy loans which increased $1.3 billion, or 52.6%, to $3.7 billion in the first quarter 2017 from $2.4 billion in the same period of 2016. Yields on legacy loans decreased to 4.76% in the first quarter of 2017, compared with 4.79% in the same period of 2016. The yield on purchased loans decreased from 6.30% in the first quarter of 2016 to 5.95% during the first quarter of 2017. Accretion income for the first quarter of 2017 was $2.8 million, compared with $2.9 million in the first quarter of 2016. Excluding the effect of accretion on purchased loans, the yield on purchased loans was 5.08% for the first three months 2016, compared with 4.84% in the same period of 2017. Yields on purchase loan pools declined from 3.30% in the first quarter of 2016 to 2.84% in the same period in 2017 due to higher purchase premium amortization reflecting accelerated prepayments. Management anticipates improving economic conditions and increased loan demand will provide consistent interest income.

 

The yield on total interest-bearing liabilities increased from 0.45% in the first quarter of 2016 to 0.57% in the first quarter of 2017. Total funding costs, inclusive of noninterest bearing demand deposits, increased to 0.42% in the first quarter of 2017, compared with 0.33% during the first quarter of 2016. Deposit costs increased from 0.23% in the first quarter of 2016 to 0.28% in the first quarter of 2017. Non-deposit funding costs decreased from 3.14% in the first quarter of 2016 to 1.56% in the first quarter of 2017. The decrease in non-deposit funding costs was driven primarily by an increased utilization of low rate short-term FHLB advances. Ongoing efforts to maintain the percentage of funding from transaction deposits have succeeded such that non-CD deposits averaged 82.5% of total deposits in the first quarter of 2017, compared with 82.6% during the first quarter of 2016. Average balances of interest bearing deposits and their respective costs for the first quarter of 2017 and 2016 are shown below:

 

   Three Months Ended
March 31, 2017
   Three Months Ended
March 31, 2016
 
(dollars in thousands)  Average
Balance
   Average
Cost
   Average
Balance
   Average
Cost
 
NOW  $1,169,567    0.17%  $1,137,076    0.17%
MMDA   1,486,972    0.42%   1,278,199    0.33%
Savings   268,741    0.06%   251,108    0.07%
Retail CDs < $100,000   444,195    0.51%   438,122    0.47%
Retail CDs > $100,000   517,354    0.88%   406,699    0.67%
Brokered CDs   -    -%   1,099    0.73%
Interest-bearing deposits  $3,886,829    0.39%  $3,512,303    0.31%

 

Provision for Loan Losses

 

The Company’s provision for loan losses during the first quarter of 2017 amounted to $1.8 million, compared with $1.7 million in the fourth quarter of 2016 and $681,000 in the first quarter of 2016. At March 31, 2017, classified loans still accruing totaled $47.2 million, compared with $43.3 million at December 31, 2016. Non-performing assets as a percentage of total assets decreased from 0.94% at December 31, 2016 to 0.92% at March 31, 2017. Net charge-offs on legacy loans during the first quarter of 2017 were approximately $370,000, or 0.04% of average legacy loans on an annualized basis, compared with approximately $780,000, or 0.13%, in the first quarter of 2016. The Company’s allowance for loan losses allocated to legacy loans at March 31, 2017 was $21.0 million, or 0.55% of legacy loans, compared with $20.5 million, or 0.56% of legacy loans, at December 31, 2016. The Company’s total allowance for loan losses at March 31, 2017 was $25.3 million, or 0.47% of total loans, increasing from $23.9 million, or 0.45% of total loans, at December 31, 2016.

 

Noninterest Income

 

Total non-interest income for the first quarter of 2017 was $25.7 million, compared with $24.3 million in the first quarter of 2016.  Service charges on deposit accounts in the first quarter of 2017 increased to $10.6 million, compared with $9.9 million in the first quarter of 2016. Stronger growth in commercial and treasury management accounts contributed to the growth in income, as did growth in core deposit accounts that resulted from the Company’s acquisition of JAXB in March 2016. Income from mortgage-related activities continued to increase, from $10.2 million in the first quarter of 2016, to $11.2 million in the first quarter of 2017, as a result of the Company’s higher levels of production. Total production in the first quarter of 2017 amounted to $311.8 million, compared with $268.6 million in the same quarter of 2016, while spreads (gain on sale) decreased to 3.45% in the current quarter compared with 4.10% in the same quarter of 2016. The retail mortgage open pipeline finished the first quarter of 2017 at $146.3 million, compared with $111.6 million at the beginning of the first quarter of 2017 and $161.5 million at the end of the first quarter of 2016. Other service charges, commissions and fees decreased to $709,000 during the first quarter of 2017, compared with $1.1 million during the first quarter of 2016. Other non-interest income increased to $3.2 million for the first quarter of 2017, compared with $3.0 million during the first quarter of 2016.

 

 45 

 

 

Noninterest Expense

 

Total non-interest expenses for the first quarter of 2017 decreased $2.5 million, or 4.5%, to $53.1 million, compared with $55.6 million in the same quarter 2016. Salaries and employee benefits increased from $26.2 million in the first quarter of 2016 to $27.8 million in the first quarter of 2017 as a result of staff additions for the premium finance division and increased staffing related to the Company’s ongoing BSA compliance efforts. Occupancy and equipment expense increased to $5.9 million in the first quarter of 2017, compared with $5.7 million in the first quarter of 2016. Data processing and telecommunications expense increased to $6.6 million in the first quarter of 2017, compared with $6.1 million in the first quarter of 2016. Credit resolution-related expenses decreased from $1.8 million in the first quarter of 2016 to $933,000 in the first quarter of 2017. During the first quarter of 2017, the Company incurred merger and conversion charges of $402,000, compared with $6.4 million, for the first quarter of 2016. The large amount of merger and conversion charges in the prior year was related to acquisition of JAXB in March 2016. Other noninterest expenses increased from $7.6 million in the first quarter of 2016 to $9.4 million in the first quarter of 2017.

 

Income Taxes

 

Income tax expense is influenced by the amount of taxable income, the amount of tax-exempt income and the amount of non-deductible expenses. For the first quarter of 2017, the Company reported income tax expense of $10.2 million, compared with $6.1 million in the same period of 2016. This increase in income tax expense is directly correlated to the increase in pre-tax income for the periods. The Company’s effective tax rate for the three months ending March 31, 2017 and 2016 was 32.6% and 33.2%, respectively.

 

Financial Condition as of March 31, 2017

 

Securities

 

Debt securities with readily determinable fair values are classified as available for sale and recorded at fair value with unrealized gains and losses excluded from earnings and reported in accumulated other comprehensive income, net of the related deferred tax effect. Equity securities, including restricted equity securities, are classified as other investment securities and are recorded at the lower of cost or market value.

 

The amortization of premiums and accretion of discounts are recognized in interest income using methods approximating the interest method over the life of the securities. Realized gains and losses, determined on the basis of the cost of specific securities sold, are included in earnings on the trade date. Declines in the fair value of securities below their cost that are deemed to be other-than-temporary are reflected in earnings as realized losses.

 

In determining whether other-than-temporary impairment losses exist, management considers (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.

 

Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Substantially all of the unrealized losses on debt securities are related to changes in interest rates and do not affect the expected cash flows of the issuer or underlying collateral. All unrealized losses are considered temporary because each security carries an acceptable investment grade and the Company does not intend to sell these investment securities at an unrealized loss position at March 31, 2017, and it is more likely than not that the Company will not be required to sell these securities prior to recovery or maturity. Therefore, at March 31, 2017, these investments are not considered impaired on an other-than temporary basis.

 

The following table illustrates certain information regarding the Company’s investment portfolio with respect to yields, sensitivities and expected cash flows over the next twelve months assuming constant prepayments and maturities:

 

(dollars in thousands)  Amortized
Cost
   Fair Value   Book
Yield
   Modified
Duration
   Estimated
Cash
Flows
12 months
 
                     
March 31, 2017                         
U.S. government sponsored agencies  $999   $1,015    3.20%   0.68   $1,000 
State, county and municipal securities   147,109    149,556    3.74%   5.23    8,368 
Corporate debt securities   44,801    44,902    3.72%   5.86    3,000 
Mortgage-backed securities   640,055    635,292    2.39%   4.25    94,604 
Total debt securities  $832,964   $830,765    2.70%   4.51   $106,972 

 

 46 

 

 

(dollars in thousands)  Amortized
Cost
   Fair Value   Book
Yield
   Modified
Duration
   Estimated
Cash
Flows
12 months
 
December 31, 2016                         
U.S. government sponsored agencies  $999   $1,020    3.20%   0.92   $1,000 
State, county and municipal securities   149,899    152,035    3.73%   5.34    7,884 
Corporate debt securities   32,375    32,172    2.94%   4.87    2,000 
Mortgage-backed securities   641,362    637,508    2.38%   4.33    94,081 
Total debt securities  $824,635   $822,735    2.65%   4.53   $104,965 

 

Loans and Allowance for Loan Losses

 

At March 31, 2017, gross loans outstanding (including purchased loans, purchased loan pools, and loans held for sale) were $5.43 billion, an increase from $5.37 billion reported at December 31, 2016. Loans held for sale remained stable from $105.9 million at December 31, 2016 to $105.6 million at March 31, 2017. Legacy loans (excluding purchased loans and purchased loan pools) increased $158.7 million, from $3.63 billion at December 31, 2016 to $3.79 billion at March 31, 2017, driven primarily by increased growth in commercial, financial and agricultural, construction and development, and commercial real estate loan categories. Purchased loans decreased $62.3 million, from $1.07 billion at December 31, 2016 to $1.01 billion at March 31, 2017, due to paydowns of $63.1 million, transfers to other real estate owned of $1.5 million and charge-offs of $803,000, partially offset by accretion of $3.1 million. Purchased loan pools decreased $39.2 million, from $568.3 million at December 31, 2016 to $529.1 million at March 31, 2017 due to payments on the portfolio of $38.1 million and premium amortization of $1.1 million during the first three months of 2017.

 

The Company regularly monitors the composition of the loan portfolio to evaluate the adequacy of the allowance for loan losses in light of the impact that changes in the economic environment may have on the loan portfolio. The Company focuses on the following loan categories: (1) commercial, financial and agricultural; (2) residential real estate; (3) commercial and farmland real estate; (4) construction and development related real estate; and (5) consumer. The Company’s management has strategically located its branches in select markets in South and Southeast Georgia, North Florida, Southeast Alabama and throughout South Carolina to take advantage of the growth in these areas.

 

The Company’s risk management processes include a loan review program designed to evaluate the credit risk in the loan portfolio and ensure credit grade accuracy. Through the loan review process, the Company conducts (1) a loan portfolio summary analysis, (2) charge-off and recovery analysis, (3) trends in accruing problem loan analysis, and (4) problem and past-due loan analysis. This analysis process serves as a tool to assist management in assessing the overall quality of the loan portfolio and the adequacy of the allowance for loan losses. Loans classified as “substandard” are loans which are inadequately protected by the current sound worth and paying capacity of the borrower or of the collateral pledged. These assets exhibit a well-defined weakness or are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. These weaknesses may be characterized by past due performance, operating losses and/or questionable collateral values. Loans classified as “doubtful” are those loans that have characteristics similar to substandard loans but have an increased risk of loss. Loans classified as “loss” are those loans which are considered uncollectible and are in the process of being charged-off.  

 

The allowance for loan losses is a reserve established through charges to earnings in the form of a provision for loan losses. The provision for loan losses is based on management’s evaluation of the size and composition of the loan portfolio, the level of non-performing and past-due loans, historical trends of charged-off loans and recoveries, prevailing economic conditions and other factors management deems appropriate. The Company’s management has established an allowance for loan losses which it believes is adequate for the probable incurred losses in the loan portfolio. Based on a credit evaluation of the loan portfolio, management presents a monthly review of the allowance for loan losses to the Company’s Board of Directors, which primarily focuses on risk by evaluating individual loans in certain risk categories. These categories have also been established by management and take the form of loan grades. By grading the loan portfolio in this manner the Company’s management is able to effectively evaluate the portfolio by risk, which management believes is the most effective way to analyze the loan portfolio and thus analyze the adequacy of the allowance for loan losses.

 

The allowance for loan losses is established by examining (1) the large classified loans, nonaccrual loans and loans considered impaired and evaluating them individually to determine the specific reserve allocation and (2) the remainder of the loan portfolio to allocate a portion of the allowance based on past loss experience and the economic conditions for the particular loan category. The Company also considers other factors such as changes in lending policies and procedures; changes in national, regional and/or local economic and business conditions; changes in the nature and volume of the loan portfolio; changes in the experience, ability and depth of either the market president or lending staff; changes in the volume and severity of past-due and classified loans; changes in the quality of the Company’s corporate loan review system; and other factors management deems appropriate.

 

 47 

 

 

At the end of the first quarter of 2017, the allowance for loan losses allocated to legacy loans totaled $21.0 million, or 0.55% of legacy loans, compared with $20.5 million, or 0.56% of legacy loans, at December 31, 2016. The similarity in the allowance for loan losses as a percentage of legacy loans reflects the stability in the credit risk of our portfolio, both from the mix of loan and collateral types and the credit quality of the loan portfolio. Our legacy nonaccrual loans increased slightly from $18.1 million at December 31, 2016 to $18.3 million at March 31, 2017. For the first three months of 2017, our legacy net charge off ratio as a percentage of average legacy loans decreased to 0.04%, compared with 0.14% and 0.13% for the three-month periods ended December 31, 2016 and March 31, 2016, respectively. The provision for loan losses for the three months ended March 31, 2017 increased to $1.8 million, compared with $1.7 million and $681,000 during the three-month periods ended December 31, 2016 and March 31, 2016, respectively. Our ratio of nonperforming assets to total assets decreased from 0.94% at December 31, 2016 to 0.92% at March 31, 2017.

 

The balance of the allowance for loan losses allocated to loans collectively evaluated for impairment increased 0.4%, or $73,000, during the first three months of 2017, while the balance of loans collectively evaluated for impairment increased 1.3%, or $68.2 million, during the same period. A significant portion of the loan growth was concentrated in lower risk categories such as commercial premium finance loans and did not require as large of an allowance for loan losses as other categories of loans. In addition to the change of type of loan growth, we also experienced a decline in our historical loss rates on all loan portfolios. We consider a four year loss rate on all loan categories and our charge off ratio has been steadily declining over that period. We have adjusted the qualitative factors to account for the inherent risks in the portfolio that are not captured in the historical loss rates, such as weak commodity prices for agriculture products, growth rates of certain loan types and other factors management deems appropriate. As a percentage of all loans collectively evaluated for impairment, the allowance allocated to those loans decreased one basis point, from 0.35% at December 31, 2016 to 0.34% at March 31, 2017. The largest decrease was in the legacy residential real estate category, which decreased from 0.51% at December 31, 2016 to 0.46% at March 31, 2017. The reason for this decline is the positive trend in net losses within that category.

 

The balance of the allowance for loan losses allocated to loans individually evaluated for impairment increased 19.6%, or $1.3 million, during the first three months of 2017, while the balance of loans individually evaluated for impairment increased 3.9%, or $2.4 million, during the same period. The majority of this increase in the allowance for loan losses allocated to loans individually evaluated for impairment is attributable to the legacy commercial, financial and agricultural loan category and purchased loans.

 

The following tables present an analysis of the allowance for loan losses as of and for the three months ended March 31, 2017 and 2016:

 

   Three Months Ended
 March 31,
 
(dollars in thousands)  2017   2016 
Balance of allowance for loan losses at beginning of period  $23,920   $21,062 
Provision charged to operating expense   1,836    681 
Charge-offs:          
Commercial, financial and agricultural   104    406 
Real estate – residential   216    468 
Real estate – commercial and farmland   9    347 
Real estate – construction and development   53    155 
Consumer installment and Other   164    59 
Purchased loans   556    379 
Purchased loan pools   -    - 
Total charge-offs   1,102    1,814 
Recoveries:          
Commercial, financial and agricultural   69    73 
Real estate – residential   61    314 
Real estate – commercial and farmland   9    121 
Real estate – construction and development   20    122 
Consumer installment and Other   17    25 
Purchased loans   420    898 
Purchased loan pools   -    - 
Total recoveries   596    1,553 
Net charge-offs   506    261 
Balance of allowance for loan losses at end of period  $25,250   $21,482 

 

 48 

 

 

   As of and for the
Three Months Ended
March 31, 2017
 
(dollars in thousands)  Legacy
Loans
   Purchased
Loans
   Purchased
Loan
Pools
   Total 
Allowance for loan losses at end of period  $20,968   $2,196   $2,086   $25,250 
Net charge-offs (recoveries) for the period   370    136    -    506 
Loan balances:                    
End of period   3,785,480    1,006,935    529,099    5,321,514 
Average for the period   3,678,149    1,034,983    547,057    5,260,189 
Net charge-offs as a percentage of average loans   0.04%   0.05%   0.00%   0.04%
Allowance for loan losses as a percentage of end of period loans   0.55%   0.22%   0.39%   0.47%

 

   As of and for the
Three Months Ended
March 31, 2016
 
(dollars in thousands)  Legacy
Loans
   Purchased
Loans
   Purchased
Loan
Pools
   Total 
Allowance for loan losses at end of period  $19,193   $983   $1,306   $21,482 
Net charge-offs (recoveries) for the period   780    (519)   -    261 
Loan balances:                    
End of period   2,528,007    1,260,198    656,734    4,444,939 
Average for the period   2,410,747    970,570    627,178    4,008,495 
Net charge-offs as a percentage of average loans   0.13%   (0.22%)   0.00%   0.03%
Allowance for loan losses as a percentage of end of period loans   0.76%   0.08%   0.20%   0.48%

 

Purchased Assets

 

Loans that were acquired in transactions, including those that are covered by the loss-sharing agreements with the FDIC (“purchased loans”), totaled $1.01 billion and $1.07 billion at March 31, 2017 and December 31, 2016, respectively. OREO that was acquired in transactions, including OREO that is covered by the loss-sharing agreements with the FDIC, totaled $11.7 million and $12.5 million, at March 31, 2017 and December 31, 2016, respectively.

 

The Bank initially recorded the loans at their fair values, taking into consideration certain credit quality, risk and liquidity marks. The Company believes its estimation of credit risk and its adjustments to the carrying balances of the acquired loans are adequate. If the Company determines that a loan or group of loans has deteriorated from its initial assessment of fair value, a reserve for loan losses will be established to account for that difference. During the three months ended March 31, 2017 and 2016, the Company recorded for purchased loans a net provision for loan loss of $706,000 and $464,000, respectively. If the Company determines that a loan or group of loans has improved from its initial assessment of fair value, then the increase in cash flows over those expected at the acquisition date is recognized as interest income prospectively.

 

Purchased loans are shown below according to loan type as of the end of the periods shown:

 

(dollars in thousands)  March 31,
2017
   December 31,
2016
 
Commercial, financial and agricultural  $89,897   $96,537 
Real estate – construction and development   82,378    81,368 
Real estate – commercial and farmland   538,046    576,355 
Real estate – residential   292,911    310,277 
Consumer installment   3,703    4,654 
   $1,006,935   $1,069,191 

 

Purchased Loan Pools

 

Purchased loan pools are defined as groups of residential mortgage loans that were not acquired in bank acquisitions or FDIC-assisted transactions. As of March 31, 2017, purchased loan pools totaled $529.1 million and consisted of whole-loan, adjustable rate residential mortgages on properties outside the Company’s markets, with principal balances totaling $521.3 million and $7.8 million of remaining purchase premium paid at acquisition. As of December 31, 2016, purchased loan pools totaled $568.3 million and consisted of whole-loan, adjustable rate residential mortgages on properties outside the Company’s markets, with principal balances totaling $559.4 million and $8.9 million of remaining purchase premium paid at acquisition. The Company has allocated approximately $2.1 million and $1.8 million of the allowance for loan losses to the purchased loan pools at March 31, 2017 and December 31, 2016, respectively.

 

 49 

 

 

Non-Performing Assets

 

Non-performing assets include nonaccrual loans, accruing loans contractually past due 90 days or more, repossessed personal property, and other real estate owned. Loans are placed on nonaccrual status when management has concerns relating to the ability to collect the principal and interest and generally when such loans are 90 days or more past due. Management performs a detailed review and valuation assessment of impaired loans on a quarterly basis and recognizes losses when impairment is identified. A loan is considered impaired when it is probable that not all principal and interest amounts will be collected according to the loan contract. When a loan is placed on nonaccrual status, any interest previously accrued but not collected is reversed against current income.

 

Nonaccrual loans, excluding purchased loans, totaled $18.3 million at March 31, 2017, a slight increase of 0.9% from $18.1 million reported at December 31, 2016. Nonaccrual purchased loans totaled $23.6 million at March 31, 2017, compared with $23.0 million at December 31, 2016. At March 31, 2017, OREO, excluding purchased OREO, totaled $10.4 million, compared with $10.9 million at December 31, 2016. Purchased OREO totaled $11.7 million at March 31, 2017, compared with $12.5 million at December 31, 2016. Management regularly assesses the valuation of OREO through periodic reappraisal and through inquiries received in the marketing process.  At the end of the first quarter of 2017, total non-performing assets decreased to 0.92% of total assets, compared with 0.94% at December 31, 2016.

 

Non-performing assets at March 31, 2017 and December 31, 2016 were as follows:

 

(dollars in thousands)  March 31,
2017
   December 31,
2016
 
Nonaccrual loans, excluding purchased loans  $18,281   $18,114 
Nonaccrual purchased loans   23,606    22,966 
Nonaccrual purchased loan pools   -    - 
Accruing loans delinquent 90 days or more   933    - 
Foreclosed assets, excluding purchased assets   10,466    10,874 
Purchased other real estate owned   11,668    12,540 
Total non-performing assets  $64,954   $64,494 

 

Troubled Debt Restructurings

 

The restructuring of a loan is considered a “troubled debt restructuring” if both (i) the borrower is experiencing financial difficulties and (ii) the Company has granted a concession.

 

As of March 31, 2017 and December 31, 2016, the Company had a balance of $16.6 million and $18.2 million, respectively, in troubled debt restructurings, excluding purchased loans. The following table presents the amount of troubled debt restructurings by loan class, excluding purchased loans, classified separately as accrual and nonaccrual at March 31, 2017 and December 31, 2016:

 

March 31, 2017  Accruing Loans   Non-Accruing Loans 
Loan Class  #   Balance
(in thousands)
   #   Balance
(in thousands)
 
Commercial, financial & agricultural   3   $43    15   $142 
Real estate – construction & development   7    435    2    34 
Real estate – commercial & farmland   14    3,944    5    1,617 
Real estate – residential   78    9,220    20    998 
Consumer installment   8    18    33    129 
Total   110   $13,660    75   $2,920 

 

December 31, 2016  Accruing Loans   Non-Accruing Loans 
Loan Class  #   Balance
(in thousands)
   #   Balance
(in thousands)
 
Commercial, financial & agricultural   4   $47    15   $114 
Real estate – construction & development   8    686    2    34 
Real estate – commercial & farmland   16    4,119    5    2,970 
Real estate – residential   82    9,340    15    739 
Consumer installment   7    17    32    130 
Total   117   $14,209    69   $3,987 

 

 50 

 

 

The following table presents the amount of troubled debt restructurings by loan class, excluding purchased loans, classified separately as those currently paying under restructured terms and those that have defaulted (defined as 30 days past due) under restructured terms at March 31, 2017 and December 31, 2016:

 

March 31, 2017 

Loans Currently

Paying Under

Restructured Terms

  

Loans that have

Defaulted Under

Restructured Terms

 
Loan Class  #   Balance
(in thousands)
   #   Balance
(in thousands)
 
Commercial, financial & agricultural   10   $65    8   $119 
Real estate – construction & development   6    409    3    60 
Real estate – commercial & farmland   13    3,910    6    1,652 
Real estate – residential   69    8,136    29    2,081 
Consumer installment   22    71    19    76 
Total   120   $12,591    65   $3,988 

 

December 31, 2016 

Loans Currently

Paying Under

Restructured Terms

  

Loans that have

Defaulted Under

Restructured Terms

 
Loan Class  #   Balance
(in thousands)
   #   Balance
(in thousands)
 
Commercial, financial & agricultural   12   $82    7   $79 
Real estate – construction & development   8    686    2    34 
Real estate – commercial & farmland   16    4,119    5    2,970 
Real estate – residential   84    9,248    13    831 
Consumer installment   25    76    14    71 
Total   145   $14,211    41   $3,985 

 

The following table presents the amount of troubled debt restructurings, excluding purchased loans, by types of concessions made, classified separately as accrual and nonaccrual at March 31, 2017 and December 31, 2016:

 

March 31, 2017  Accruing Loans   Non-Accruing Loans 
Type of Concession  #   Balance
(in thousands)
   #   Balance
(in thousands)
 
Forbearance of interest   8   $1,479    7   $320 
Forgiveness of principal   2    1,173    1    119 
Forbearance of principal   7    2,153    10    356 
Rate reduction only   12    1,556    1    29 
Rate reduction, forbearance of interest   33    2,273    23    481 
Rate reduction, forbearance of principal   8    1,714    27    1,489 
Rate reduction, forgiveness of interest   39    3,307    2    111 
Rate reduction, forgiveness of principal   1    5    4    15 
Total   110   $13,660    75   $2,920 

 

December 31, 2016  Accruing Loans   Non-Accruing Loans 
Type of Concession  #   Balance
(in thousands)
   #   Balance
(in thousands)
 
Forbearance of interest   11   $1,685    5   $146 
Forgiveness of principal   3    1,303    -    - 
Forbearance of principal   8    2,210    9    315 
Rate reduction only   12    1,573    1    29 
Rate reduction, forbearance of interest   38    2,618    21    1,647 
Rate reduction, forbearance of principal   8    1,734    29    1,506 
Rate reduction, forgiveness of interest   37    3,086    3    341 
Rate reduction, forgiveness of principal   -    -    1    3 
Total   117   $14,209    69   $3,987 

 

 51 

 

 

 

The following table presents the amount of troubled debt restructurings, excluding purchased loans, by collateral types, classified separately as accrual and nonaccrual at March 31, 2017 and December 31, 2016:

 

March 31, 2017  Accruing Loans   Non-Accruing Loans 
Collateral Type  #   Balance
(in thousands)
   #   Balance
(in thousands)
 
Warehouse   4   $673    1   $81 
Raw land   9    736    2    34 
Apartments   -    -    3    1,501 
Hotel and motel   3    1,492    -    - 
Office   3    472    -    - 
Retail, including strip centers   3    1,251    1    35 
1-4 family residential   78    9,013    22    1,004 
Automobile/equipment/CD   9    21    45    263 
Unsecured   1    2    1    2 
Total   110   $13,660    75   $2,920 

 

December 31, 2016  Accruing Loans   Non-Accruing Loans 
Collateral Type  #   Balance
(in thousands)
   #   Balance
(in thousands)
 
Warehouse   5   $763    -   $- 
Raw land   9    742    2    34 
Apartments   -    -    3    1,505 
Hotel and motel   3    1,525    -    - 
Office   3    477    -    - 
Retail, including strip centers   4    1,298    -    - 
1-4 family residential   82    9,340    17    746 
Church   -    -    2    1,465 
Automobile/equipment/CD   10    61    44    233 
Unsecured   1    3    1    4 
Total   117   $14,209    69   $3,987 

 

As of March 31, 2017 and December 31, 2016, the Company had a balance of $27.4 million and $28.1 million, respectively, in troubled debt restructurings included in purchased loans. The following table presents the amount of troubled debt restructurings by loan class of purchased loans, classified separately as accrual and nonaccrual at March 31, 2017 and December 31, 2016:

 

March 31, 2017  Accruing Loans   Non-Accruing Loans 
Loan Class  #   Balance
(in thousands)
   #   Balance
(in thousands)
 
Commercial, financial & agricultural   1   $1    3   $16 
Real estate – construction & development   3    1,020    7    421 
Real estate – commercial & farmland   16    6,835    10    3,996 
Real estate – residential   120    12,592    34    2,528 
Consumer installment   -    -    2    8 
Total   140   $20,448    56   $6,969 

 

December 31, 2016  Accruing Loans   Non-Accruing Loans 
Loan Class  #   Balance
(in thousands)
   #   Balance
(in thousands)
 
Commercial, financial & agricultural   1   $1    4   $91 
Real estate – construction & development   6    1,358    3    30 
Real estate – commercial & farmland   20    8,460    5    2,402 
Real estate – residential   123    13,713    33    2,077 
Consumer installment   3    11    1    - 
Total   153   $23,543    46   $4,600 

 

 52 

 

 

The following table presents the amount of troubled debt restructurings by loan class of purchased loans, classified separately as those currently paying under restructured terms and those that have defaulted (defined as 30 days past due) under restructured terms at March 31, 2017 and December 31, 2016:

 

March 31, 2017  

Loans Currently

Paying Under

Restructured Terms

   

Loans that have

Defaulted Under

Restructured Terms

 
Loan Class   #     Balance
(in thousands)
    #     Balance
(in thousands)
 
Commercial, financial & agricultural     1     $ 1       3     $ 16  
Real estate – construction & development     6       1,041       4       400  
Real estate – commercial & farmland     23       9,682       3       1,148  
Real estate – residential     124       13,006       30       2,114  
Consumer installment     2       8       -       -  
Total     156     $ 23,738       40     $ 3,678  

  

December 31, 2016 

Loans Currently

Paying Under

Restructured Terms

  

Loans that have

Defaulted Under

Restructured Terms

 
Loan Class  #   Balance
(in thousands)
   #   Balance
(in thousands)
 
Commercial, financial & agricultural   3   $16    2   $76 
Real estate – construction & development   8    1,378    1    9 
Real estate – commercial & farmland   25    10,862    -    - 
Real estate – residential   126    13,484    30    2,306 
Consumer installment   4    11    -    - 
Total   166   $25,751    33   $2,391 

 

The following table presents the amount of troubled debt restructurings included in purchased loans, by types of concessions made, classified separately as accrual and nonaccrual at March 31, 2017 and December 31, 2016:

 

March 31, 2017  Accruing Loans   Non-Accruing Loans 
Type of Concession  #   Balance
(in thousands)
   #   Balance
(in thousands)
 
Forbearance of interest   6   $1,259    9   $1,844 
Forbearance of principal   7    1,986    6    1,675 
Forbearance of principal, extended amortization   1    76    1    315 
Rate reduction only   77    12,467    13    1,375 
Rate reduction, forbearance of interest   15    1,046    21    946 
Rate reduction, forbearance of principal   10    1,629    4    200 
Rate reduction, forgiveness of interest   24    1,985    2    614 
Total   140   $20,448    56   $6,969 

 

December 31, 2016  Accruing Loans   Non-Accruing Loans 
Type of Concession  #   Balance
(in thousands)
   #   Balance
(in thousands)
 
Forbearance of interest   12   $3,553    4   $207 
Forbearance of principal   7    2,003    5    1,528 
Payment modification only   -    -    -    - 
Forbearance of principal, extended amortization   1    78    1    323 
Rate reduction only   78    12,710    13    1,385 
Rate reduction, forbearance of interest   20    1,387    19    632 
Rate reduction, forbearance of principal   11    1,617    3    231 
Rate reduction, forgiveness of interest   24    2,195    1    294 
Total   153   $23,543    46   $4,600 

 

 53 

 

 

The following table presents the amount of troubled debt restructurings included in purchased loans, by collateral types, classified separately as accrual and nonaccrual at March 31, 2017 and December 31, 2016:

 

March 31, 2017  Accruing Loans   Non-Accruing Loans 
Collateral Type  #   Balance
(in thousands)
   #   Balance
(in thousands)
 
Warehouse   4   $1,476    -   $- 
Raw land   3    1,042    8    937 
Hotel and motel   1    152    1    538 
Office   2    490    1    463 
Retail, including strip centers   7    4,467    1    188 
1-4 family residential   122    12,820    37    3,314 
Church   -    -    2    1,455 
Automobile/equipment/CD   1    1    6    74 
Total   140   $20,448    56   $6,969 

 

December 31, 2016  Accruing Loans   Non-Accruing Loans 
Collateral Type  #   Balance
(in thousands)
   #   Balance
(in thousands)
 
Warehouse   4   $1,532    -   $- 
Raw land   7    1,919    4    86 
Hotel and motel   1    154    1    558 
Office   3    967    -    - 
Retail, including strip centers   7    4,489    1    197 
1-4 family residential   127    14,470    33    2,318 
Church   -    -    1    1,298 
Automobile/equipment/CD   4    12    6    143 
Total   153   $23,543    46   $4,600 

 

Commercial Lending Practices

 

The federal bank regulatory agencies previously issued interagency guidance on commercial real estate lending and prudent risk management practices. This guidance defines commercial real estate (“CRE”) loans as loans secured by raw land, land development and construction (including 1-4 family residential construction), multi-family property and non-farm nonresidential property where the primary or a significant source of repayment is derived from rental income associated with the property, excluding owner occupied properties (loans for which 50% or more of the source of repayment is derived from the ongoing operations and activities conducted by the party, or affiliate of the party, who owns the property) or the proceeds of the sale, refinancing or permanent financing of the property. Loans for owner occupied CRE are generally excluded from the CRE guidance.

 

The CRE guidance is applicable when either:

 

(1)total loans for construction, land development, and other land, net of owner occupied loans, represent 100% or more of a bank’s total risk-based capital; or

 

(2)total loans secured by multifamily and nonfarm nonresidential properties and loans for construction, land development, and other land, net of owner occupied loans, represent 300% or more of a bank’s total risk-based capital.

 

Banks that are subject to the CRE guidance criteria are required to implement enhanced strategic planning, CRE underwriting policies, risk management and internal controls, portfolio stress testing, risk exposure limits, and other policies, including management compensation and incentives, to address the CRE risks. Higher allowances for loan losses and capital levels may also be appropriate.

 

As of March 31, 2017, the Company exhibited a concentration in the CRE loan category based on Federal Reserve Call codes. The primary risks of CRE lending are:

 

(1)within CRE loans, construction and development loans are somewhat dependent upon continued strength in demand for residential real estate, which is reliant on favorable real estate mortgage rates and changing population demographics;

 

(2)on average, CRE loan sizes are generally larger than non-CRE loan types; and

 

(3)certain construction and development loans may be less predictable and more difficult to evaluate and monitor.

 

 54 

 

 

The following table outlines CRE loan categories and CRE loans as a percentage of total loans as of March 31, 2017 and December 31, 2016. The loan categories and concentrations below are based on Federal Reserve Call codes and include purchased loans:

 

   March 31, 2017   December 31, 2016 
(dollars in thousands)  Balance   % of Total
Loans
   Balance   % of Total
Loans
 
Construction and development loans  $497,407    9%  $444,412    8%
Multi-family loans   138,069    3%   130,723    3%
Nonfarm non-residential loans (excluding owner occupied)   1,016,635    19%   985,496    19%
Total CRE Loans (excluding owner occupied)   1,652,111    31%   1,560,631    30%
All other loan types   3,669,403    69%   3,703,695    70%
                     
Total Loans  $5,321,514    100%  $5,264,326    100%

 

The following table outlines the percentage of total CRE loans, net of owner occupied loans, to the Bank’s total risk-based capital, and the Company’s internal concentration limits as of March 31, 2017 and December 31, 2016:

 

   Internal
Limit
  

March 31,

2017
Actual

  

December 31,

2016
 Actual

 
Construction and development   100%   66%   72%
Commercial real estate   300%   220%   253%

 

Short-Term Investments

 

The Company’s short-term investments are comprised of federal funds sold and interest-bearing deposits in banks. At March 31, 2017, the Company’s short-term investments were $232.0 million, compared with $71.2 million at December 31, 2016. At March 31, 2017, the Company did not have any federal funds sold and all $232.0 million was in interest-bearing deposit balances at correspondent banks and the Federal Reserve Bank of Atlanta.  

 

Derivative Instruments and Hedging Activities

 

The Company has a cash flow hedge that matures September 15, 2020 with a notional amount of $37.1 million at March 31, 2017 and December 31, 2016 for the purpose of converting the variable rate on certain junior subordinated debentures to a fixed rate of 4.11%. The fair value of this instrument was a liability of approximately $806,000 and $978,000 at March 31, 2017 and December 31, 2016, respectively.

 

The Company has fair value hedges with a combined notional amount of $20.0 million at March 31, 2017 for the purpose of hedging the change in fair value of certain fixed rate loans. These instruments have maturity dates that range from January 2023 to October 2031 and are indexed to the one-month LIBOR rate. The fair value of these instruments amounted to an asset of approximately $258,000 and a liability of approximately $49,000 at March 31, 2017. At December 31, 2016, the Company had fair value hedges with a combined notional amount of $20.2 million. These instruments have maturity dates that range from January 2023 to October 2031 and are indexed to the one-month LIBOR rate. The fair value of these instruments amounted to an asset of approximately $229,000 and a liability of approximately $96,000 at December 31, 2016.

 

The Company also has forward contracts and IRLCs to hedge changes in the value of the mortgage inventory due to changes in market interest rates. The fair value of these instruments amounted to an asset of approximately $4.7 million and $4.3 million at March 31, 2017 and December 31, 2016, respectively, and a liability of approximately $572,000 and $0 at March 31, 2017 and December 31, 2016, respectively.

 

No material hedge ineffectiveness from cash flow or fair value hedges was recognized in the statement of operations. All components of each derivative’s gain or loss are included in the assessment of hedge effectiveness.

 

Capital

 

On March 6, 2017, the Company completed an underwritten public offering of 2,012,500 shares of the Company’s common stock at a price to the public of $46.50 per share. The Company received net proceeds from the issuance of approximately $88.7 million, after deducting $4.9 million underwriting discounts and commissions and other issuance costs.

 

In March 2017, the Company made a capital contribution to the Bank in the amount of $110.0 million, using the net proceeds of the March 6, 2017 issuance of common stock as well as a portion of the net proceeds of the March 13, 2017 issuance of the Company’s 5.75% Fixed-To-Floating Rate Subordinated Notes due 2027.

 

 55 

 

 

Capital management consists of providing equity to support both current and anticipated future operations. The Company is subject to capital adequacy requirements imposed by the Federal Reserve Board (the “FRB”) and the GDBF, and the Bank is subject to capital adequacy requirements imposed by the FDIC and the GDBF.

 

The FRB, the FDIC and the GDBF have adopted risk-based capital requirements for assessing bank holding company and bank capital adequacy. These standards define and establish minimum capital requirements in relation to assets and off-balance sheet exposure, adjusted for credit risk. The risk-based capital standards currently in effect are designed to make regulatory capital requirements more sensitive to differences in risk profiles among bank holding companies and banks and to account for off-balance sheet exposure. 

 

In July 2013, the Federal Reserve published final rules for the adoption of the Basel III regulatory capital framework (the “Basel III Capital Rules”). The Basel III Capital Rules defined a new capital measure called “Common Equity Tier 1” (“CET1”), established that Tier 1 capital consist of Common Equity Tier 1 and “Additional Tier 1 Capital” instruments meeting specified requirements, defined Common Equity Tier 1, established a capital conservation buffer and expanded the scope of the adjustments as compared with existing regulations. The capital conservation buffer is being increased by 0.625% per year until reaching 2.50% by 2019. The capital conservation buffer is being phased in from 0.0% for 2015 to, 0.625% for 2016, 1.25% for 2017, 1.875% for 2018, and 2.50% for 2019. The Basel III Capital Rules became effective for us on January 1, 2015 with certain transition provisions fully phased in on January 1, 2019.

 

The regulatory capital standards are defined by the following key measurements:

 

a) The “Tier 1 Leverage Ratio” is defined as Tier 1 capital to average assets. To be considered “adequately capitalized” under this measurement, a bank must maintain a Tier 1 leverage ratio greater than or equal to 4.00%. For a bank to be considered “well capitalized,” it must maintain a Tier 1 leverage ratio greater than or equal to 5.00%.

 

b) The “CET1 Ratio” is defined as Common equity tier 1 capital to total risk weighted assets. To be considered “adequately capitalized” under this measurement, a bank must maintain a CET1 ratio greater than or equal to 4.50% (5.75% including the 1.25% capital conservation buffer for 2017; 5.125% including the 0.625% capital conservation buffer for 2016). For a bank to be considered “well capitalized,” it must maintain a CET1 ratio greater than or equal to 6.50%.

 

c) The “Tier 1 Capital Ratio” is defined as Tier 1 capital to total risk weighted assets. To be considered “adequately capitalized” under this measurement, a bank must maintain a Tier 1 capital ratio greater than or equal to 6.00% (7.25% including the 1.25% capital conservation buffer for 2017; 6.625% including the 0.625% capital conservation buffer for 2016). For a bank to be considered “well capitalized,” it must maintain a Tier 1 capital ratio greater than or equal to 8.00%.

 

d) The “Total Capital Ratio” is defined as total capital to total risk weighted assets. To be considered “adequately capitalized” under this measurement, a bank must maintain a total capital ratio greater than or equal to 8.00% (9.25% including the 1.25% capital conservation buffer for 2017; 8.625% including the 0.625% capital conservation buffer for 2016). For a bank to be considered “well capitalized,” it must maintain a total capital ratio greater than or equal to 10.00%.

 

As of March 31, 2017, under the regulatory capital standards, the Bank was considered “well capitalized” under all capital measurements. The following table sets forth the regulatory capital ratios for the Company and the Bank at March 31, 2017 and December 31, 2016.

 

   March 31,
2017
   December 31,
2016
 
Tier 1 Leverage Ratio (tier 1 capital to average assets)          
Consolidated   9.92%   8.68%
Ameris Bank   10.79%   9.27 
CET1 Ratio (common equity tier 1 capital to risk weighted assets)          
Consolidated   10.40    8.32 
Ameris Bank   12.87    10.35 
Tier 1 Capital Ratio (tier 1 capital to risk weighted assets)          
Consolidated   11.84    9.69 
Ameris Bank   12.87    10.35 
Total Capital Ratio (total capital to risk weighted assets)          
Consolidated   13.59    10.11 
Ameris Bank   13.31    10.77 

 

 56 

 

 

Interest Rate Sensitivity and Liquidity

 

The Company’s primary market risk exposures are credit risk, interest rate risk, and to a lesser degree, liquidity risk. The Bank operates under an Asset Liability Management Policy approved by the Company’s Board of Directors and the Asset and Liability Committee (the “ALCO Committee”). The policy outlines limits on interest rate risk in terms of changes in net interest income and changes in the net market values of assets and liabilities over certain changes in interest rate environments. These measurements are made through a simulation model which projects the impact of changes in interest rates on the Bank’s assets and liabilities. The policy also outlines responsibility for monitoring interest rate risk, and the process for the approval, implementation and monitoring of interest rate risk strategies to achieve the Bank’s interest rate risk objectives.

 

The ALCO Committee is comprised of senior officers of Ameris and two outside members of the Company’s Board of Directors. The ALCO Committee makes all strategic decisions with respect to the sources and uses of funds that may affect net interest income, including net interest spread and net interest margin. The objective of the ALCO Committee is to identify the interest rate, liquidity and market value risks of the Company’s balance sheet and use reasonable methods approved by the Company’s Board of Directors and executive management to minimize those identified risks.

 

The normal course of business activity exposes the Company to interest rate risk. Interest rate risk is managed within an overall asset and liability framework for the Company. The principal objectives of asset and liability management are to predict the sensitivity of net interest spreads to potential changes in interest rates, control risk and enhance profitability. Funding positions are kept within predetermined limits designed to properly manage risk and liquidity. The Company employs sensitivity analysis in the form of a net interest income simulation to help characterize the market risk arising from changes in interest rates. In addition, fluctuations in interest rates usually result in changes in the fair market value of the Company’s financial instruments, cash flows and net interest income. The Company’s interest rate risk position is managed by the ALCO Committee.

 

The Company uses a simulation modeling process to measure interest rate risk and evaluate potential strategies. Interest rate scenario models are prepared using software created and licensed from an outside vendor. The Company’s simulation includes all financial assets and liabilities. Simulation results quantify interest rate risk under various interest rate scenarios. Management then develops and implements appropriate strategies. The ALCO Committee has determined that an acceptable level of interest rate risk would be for net interest income to increase/decrease no more than 20% given a change in selected interest rates of 200 basis points over any 24-month period.

 

Liquidity management involves the matching of the cash flow requirements of customers, who may be either depositors desiring to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet their credit needs, and the ability of Ameris to manage those requirements. The Company strives to maintain an adequate liquidity position by managing the balances and maturities of interest-earning assets and interest-bearing liabilities so that the balance it has in short-term assets at any given time will adequately cover any reasonably anticipated immediate need for funds. Additionally, the Bank maintains relationships with correspondent banks, which could provide funds on short notice, if needed. The Company has invested in FHLB stock for the purpose of establishing credit lines with the FHLB. The credit availability to the Bank is equal to 30% of the Bank’s total assets as reported on the most recent quarterly financial information submitted to the regulators subject to the pledging of sufficient collateral. At March 31, 2017 and December 31, 2016, the net carrying value of the Company’s other borrowings was $525.7 million and $492.3 million, respectively. On March 13, 2017, the Company completed the public offering and sale of $75.0 million in aggregate principal amount of its 5.75% Fixed-To-Floating Rate Subordinated Notes due 2027. These subordinated notes are included in other borrowings at March 31, 2017 at a net carrying value of $73.8 million. See Note 9 for additional details on the subordinated notes.

 

The following liquidity ratios compare certain assets and liabilities to total deposits or total assets:

 

   March 31,   December 31,   September 30,   June 30,   March 31, 
   2017   2016   2016   2016   2016 
Investment securities available for sale to total deposits   14.72%   14.76%   15.80%   16.29%   16.00%
Loans (net of unearned income) to total deposits   94.31%   94.42%   91.32%   89.26%   84.98%
Interest-earning assets to total assets   91.98%   91.32%   91.25%   90.62%   89.98%
Interest-bearing deposits to total deposits   70.67%   71.78%   70.54%   70.00%   70.77%

 

The liquidity resources of the Company are monitored continuously by the ALCO Committee and on a periodic basis by state and federal regulatory authorities. As determined under guidelines established by these regulatory authorities, the Company’s and the Bank’s liquidity ratios at March 31, 2017 were considered satisfactory. The Company is aware of no events or trends likely to result in a material change in liquidity.

 

 57 

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

The Company is exposed only to U.S. dollar interest rate changes, and, accordingly, the Company manages exposure by considering the possible changes in the net interest margin. The Company does not have any trading instruments nor does it classify any portion of the investment portfolio as held for trading. The Company’s hedging activities are limited to cash flow hedges and fair value hedges and are part of the Company’s program to manage interest rate sensitivity.

 

At March 31, 2017, the Company had one cash flow hedge with a notional amount of $37.1 million for the purpose of converting the variable rate on certain junior subordinated debentures to a fixed rate. The LIBOR rate swap exchanges fixed rate payments of 4.11% for floating rate payments based on the three-month LIBOR rate and matures September 2020. The fair value of this instrument was a liability of approximately $806,000 and $978,000 at March 31, 2017 and December 31, 2016, respectively.

 

At March 31, 2017, the Company had fair value hedges with a combined notional amount of $20.0 million for the purpose of hedging the change in fair value of certain fixed rate loans. These instruments have maturity dates that range from January 2023 to October 2031 and are indexed to the one-month LIBOR rate. The fair value of these instruments amounted to an asset of approximately $258,000 and a liability of approximately $49,000 at March 31, 2017. At December 31, 2016, the Company had fair value hedges with a combined notional amount of $20.2 million. These instruments have maturity dates that range from January 2023 to October 2031 and are indexed to the one-month LIBOR rate. The fair value of these instruments amounted to an asset of approximately $229,000 and a liability of approximately $96,000 at December 31, 2016.

 

The Company also had forward contracts and IRLCs to hedge changes in the value of the mortgage inventory due to changes in market interest rates. The fair value of these instruments amounted to an asset of approximately $4.7 million and $4.3 million at March 31, 2017 and December 31, 2016, respectively, and a liability of $572,000 and $0 at March 31, 2017 and December 31, 2016, respectively.

The Company has no exposure to foreign currency exchange rate risk, commodity price risk and other market risks.

 

Interest rates play a major part in the net interest income of a financial institution. The sensitivity to rate changes is known as “interest rate risk.” The repricing of interest-earning assets and interest-bearing liabilities can influence the changes in net interest income. As part of the Company’s asset/liability management program, the timing of repriced assets and liabilities is referred to as “gap management.”

 

The Company uses simulation analysis to monitor changes in net interest income due to changes in market interest rates. The simulation of rising, declining and flat interest rate scenarios allows management to monitor and adjust interest rate sensitivity to minimize the impact of market interest rate swings. The analysis of the impact on net interest income over a 12-month and 24-month period is subjected to a gradual and shock 200 basis point increase or decrease in market rates on net interest income and is monitored on a quarterly basis.

 

Additional information required by Item 305 of Regulation S-K is set forth under Part I, Item 2 of this report.

 

Item 4. Controls and Procedures.

 

The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) or 15d-15(e) promulgated under the Exchange Act), as of the end of the period covered by this report, as required by paragraph (b) of Rules 13a-15 or 15d-15 of the Exchange Act. Based on such evaluation, such officers have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures are effective.

 

During the quarter ended March 31, 2017, there was no change in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 of the Exchange Act that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.  

 

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PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

From time to time, as a normal incident of the nature and kind of business in which the Company is engaged, various claims or charges are asserted against the Company or the Bank. In the ordinary course of business, the Company and the Bank are also subject to regulatory examinations, information gathering requests, inquiries and investigations. Other than ordinary routine litigation incidental to the Company’s business, management believes based on its current knowledge and after consultation with legal counsel that there are no pending or threatened legal proceedings that will, individually or in the aggregate, have a material adverse effect on the consolidated results of operations or financial condition of the Company.

 

Item 1A. Risk Factors.

 

There have been no material changes to the risk factors disclosed in Item 1A. of Part I of our Annual Report on Form 10-K for the year ended December 31, 2016.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

(c) Issuer Purchases of Equity Securities.

 

The table below sets forth information regarding the Company’s repurchase of shares of its outstanding common stock during the three-month period ended March 31, 2017.

 

Period  Total
Number of
Shares
Purchased(1)
   Average Price
Paid Per Share
   Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs
   Approximate
Dollar Value of
Shares That
May Yet be
Purchased
Under the Plans
or Programs
 
January 1, 2017 through January 31, 2017   -   $-    -   $- 
February 1, 2017 through February 28, 2017   -   $-    -   $- 
March 1, 2017 through March 31, 2017   17,902   $47.90    -   $- 
Total   17,902   $47.90    -   $- 

 

(1)The shares purchased from January 1, 2017 through March 31, 2017 consist of shares of common stock surrendered to the Company in payment of the income tax withholding obligations relating to the vesting of shares of restricted stock.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits.

 

The exhibits required to be furnished with this report are listed on the exhibit index attached hereto.

 

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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 thereunto duly authorized.

 

Dated: May 10, 2017 AMERIS BANCORP
   
  /s/ Dennis J. Zember Jr. 
  Dennis J. Zember Jr.,
  Executive Vice President, Chief Financial Officer and Chief Operating Officer
   (duly authorized signatory and principal accounting and financial officer)

 

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EXHIBIT INDEX

 

Exhibit
Number
  Description
     
3.1   Articles of Incorporation of Ameris Bancorp, as amended (incorporated by reference to Exhibit 2.1 to Ameris Bancorp’s Regulation A Offering Statement on Form 1-A filed with the SEC on August 14, 1987).
     
3.2   Articles of Amendment to the Articles of Incorporation of Ameris Bancorp (incorporated by reference to Exhibit 3.7 to Ameris Bancorp’s Annual Report on Form 10-K filed with the SEC on March 26, 1999).
     
3.3   Articles of Amendment to the Articles of Incorporation of Ameris Bancorp (incorporated by reference to Exhibit 3.9 to Ameris Bancorp’s Annual Report on Form 10-K filed with the SEC on March 31, 2003).
     
3.4   Articles of Amendment to the Articles of Incorporation of Ameris Bancorp (incorporated by reference to Exhibit 3.1 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on December 1, 2005).
     
3.5   Articles of Amendment to the Articles of Incorporation of Ameris Bancorp (incorporated by reference to Exhibit 3.1 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on November 21, 2008).
     
3.6   Articles of Amendment to the Articles of Incorporation of Ameris Bancorp (incorporated by reference to Exhibit 3.1 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on June 1, 2011).
     
3.7   Amended and Restated Bylaws of Ameris Bancorp (incorporated by reference to Exhibit 3.1 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on March 14, 2005).
     
4.1   Registration Rights Agreement dated as of January 18, 2017 by and between Ameris Bancorp and William J. Villari (incorporated by reference to Exhibit 4.1 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on January 23, 2017).
     
4.2   Subordinated Debt Indenture, dated as of March 13, 2017, by and between Ameris Bancorp and Wilmington Trust, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on March 13, 2017).
     
4.3   First Supplemental Indenture, dated as of March 13, 2017, by and between Ameris Bancorp and Wilmington Trust, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on March 13, 2017).
     
4.4   Form of 5.75% Fixed-to-Floating Rate Subordinated Note due 2027 (incorporated by reference to Exhibit 4.3 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on March 13, 2017).
     
10.1   Shareholders Agreement dated as of January 18, 2017 by and among US Premium Finance Holding Company, Ameris Bancorp and the Other Shareholders of US Premium Finance Holding Company Named Therein (incorporated by reference to Exhibit 10.1 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on January 23, 2017).
     
31.1   Rule 13a-14(a)/15d-14(a) Certification by the Company’s Chief Executive Officer.
     
31.2   Rule 13a-14(a)/15d-14(a) Certification by the Company’s Chief Financial Officer.
     
32.1   Section 1350 Certification by the Company’s Chief Executive Officer.
     
32.2   Section 1350 Certification by the Company’s Chief Financial Officer.
     
101   The following financial statements from Ameris Bancorp’s Form 10-Q for the quarter ended March 31, 2017, formatted as interactive data files in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Income and Comprehensive Income; (iii) Consolidated Statements of Shareholders’ Equity; (iv) Consolidated Statements of Cash Flows; and (v) Notes to Consolidated Financial Statements.

 

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