Table of Contents

G3

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

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

For the quarterly period ended September 30, 2017March 31, 2024

OR

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

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

For the transition period from              to              

Commission file number 001-12669

Picture 2Graphic

SOUTH STATE CORPORATIONSOUTHSTATE CORPORATION

(Exact name of registrant as specified in its charter)

South Carolina

57-0799315

(State or other jurisdiction of incorporation)

(IRSI.R.S. Employer Identification No.)

520 Gervais Street

Columbia,1101 First Street South, CarolinaSuite 202

29201

Winter Haven, Florida

33880

(Address of principal executive offices)

(Zip Code)

(800) 277-2175(863) 293-4710

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

Trading Symbol

Name of each exchange on which registered:

Common Stock, $2.50 par value

SSB

The New York Stock Exchange

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    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 (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes    No  

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

Large Accelerated Filer

Accelerated Filer

Non-Accelerated Filer

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  

Indicate the number of shares outstanding of each of issuer’s classes of common stock, as of the latest practicable date:

Class

Class

Outstanding as of October 31, 2017May 1, 2024

Common Stock, $2.50 par value

29,294,271


Table of Contents

South State Corporation and Subsidiary

September 30 2017 Form 10-Q

INDEX

Page76,188,904

Table of Contents

SouthState Corporation and Subsidiaries

March 31, 2024 Form 10-Q

INDEX

Page

PART I — FINANCIAL INFORMATION

Item 1.

Financial Statements

Condensed Consolidated Balance Sheets at September 30, 2017,March 31, 2024 and December 31, 2016 and September 30, 20162023

3

Condensed Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2017March 31, 2024 and 20162023

4

Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2017March 31, 2024 and 20162023

5

Condensed Consolidated Statements of Changes in Shareholders’ Equity for the NineThree Months Ended September 30, 2017March 31, 2024 and 20162023

6

Condensed Consolidated Statements of Cash Flows for the NineThree Months Ended September 30, 2017March 31, 2024 and 20162023

7

Notes to Condensed Consolidated Financial Statements

8

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

54

45

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

79

73

Item 4.

Controls and Procedures

79

74

PART II — OTHER INFORMATION

Item 1.

Legal Proceedings

80

74

Item 1A.

Risk Factors

80

74

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

80

75

Item 3.

Defaults Upon Senior Securities

80

75

Item 4.

Mine Safety Disclosures

80

75

Item 5.

Other Information

81

75

Item 6.

Exhibits

81

76

2


Table of Contents

PART I — FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

South StateSouthState Corporation and SubsidiarySubsidiaries

Condensed

Consolidated Balance SheetsSheets

(Dollars in thousands, except par value)

March 31,

December 31,

 

    

2024

    

2023

 

(Unaudited)

ASSETS

    

    

    

Cash and cash equivalents:

Cash and due from banks

$

478,271

$

510,922

Federal funds sold and interest-earning deposits with banks

493,378

236,435

Deposits in other financial institutions (restricted cash)

 

237,808

 

251,520

Total cash and cash equivalents

 

1,209,457

 

998,877

Trading securities, at fair value

66,188

31,321

Investment securities:

Securities held to maturity (fair value of $2,016,567 and $2,084,736)

 

2,446,589

 

2,487,440

Securities available for sale, at fair value

 

4,598,400

 

4,784,388

Other investments

 

187,285

 

192,043

Total investment securities

 

7,232,274

 

7,463,871

Loans held for sale

 

56,553

 

50,888

Loans:

Acquired - non-purchased credit deteriorated loans

4,534,583

4,796,913

Acquired - purchased credit deteriorated loans

1,031,283

1,108,813

Non-acquired loans

 

27,101,444

 

26,482,763

Less allowance for credit losses

 

(469,654)

 

(456,573)

Loans, net

 

32,197,656

 

31,931,916

Premises and equipment, net

512,635

519,197

Bank owned life insurance (“BOLI”)

997,562

991,454

Deferred tax assets

170,818

164,354

Derivatives assets

176,784

172,939

Mortgage servicing rights

87,970

85,164

Core deposit and other intangibles

 

83,193

 

88,776

Goodwill

1,923,106

1,923,106

Other assets

 

430,642

 

480,161

Total assets

$

45,144,838

$

44,902,024

LIABILITIES AND SHAREHOLDERS’ EQUITY

Deposits:

Noninterest-bearing

$

10,546,410

$

10,649,274

Interest-bearing

 

26,632,024

 

26,399,635

Total deposits

 

37,178,434

 

37,048,909

Federal funds purchased

273,367

248,162

Securities sold under agreements to repurchase

 

281,324

 

241,023

Corporate and subordinated debentures

391,812

391,904

Other borrowings

 

 

100,000

Reserve for unfunded commitments

53,229

56,303

Derivative liabilities

954,788

804,486

Other liabilities

 

464,875

 

478,139

Total liabilities

 

39,597,829

 

39,368,926

Shareholders’ equity:

Common stock - $2.50 par value; authorized 160,000,000 shares; 76,177,163 and 76,022,039 shares issued and outstanding, respectively

 

190,443

 

190,055

Surplus

 

4,230,345

 

4,240,413

Retained earnings

 

1,749,215

 

1,685,166

Accumulated other comprehensive loss

 

(622,994)

 

(582,536)

Total shareholders’ equity

 

5,547,009

 

5,533,098

Total liabilities and shareholders’ equity

$

45,144,838

$

44,902,024

The Accompanying Notes are an Integral Part of the Financial Statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

 

September 30,

 

 

    

2017

    

2016

    

2016

 

 

 

(Unaudited)

 

(Note 1)

 

(Unaudited)

 

ASSETS

 

 

    

    

 

    

    

 

    

 

Cash and cash equivalents:

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

$

197,984

 

$

201,966

 

$

168,774

 

Interest-bearing deposits with banks

 

 

137,543

 

 

36,241

 

 

66,335

 

Federal funds sold and securities purchased under agreements to resell

 

 

68,407

 

 

136,241

 

 

272,408

 

Total cash and cash equivalents

 

 

403,934

 

 

374,448

 

 

507,517

 

Investment securities:

 

 

 

 

 

 

 

 

 

 

Securities held to maturity (fair value of $3,732, $6,250 and $7,076, respectively)

 

 

3,678

 

 

6,094

 

 

6,851

 

Securities available for sale, at fair value

 

 

1,320,679

 

 

999,405

 

 

925,374

 

Other investments

 

 

12,439

 

 

9,482

 

 

9,482

 

Total investment securities

 

 

1,336,796

 

 

1,014,981

 

 

941,707

 

Loans held for sale

 

 

46,321

 

 

50,572

 

 

57,052

 

Loans:

 

 

 

 

 

 

 

 

 

 

Acquired credit impaired, net of allowance for loan losses

 

 

578,863

 

 

602,546

 

 

632,617

 

Acquired non-credit impaired

 

 

1,455,555

 

 

836,699

 

 

885,657

 

Non-acquired

 

 

6,230,327

 

 

5,241,041

 

 

5,008,113

 

Less allowance for non-acquired loan losses

 

 

(41,541)

 

 

(36,960)

 

 

(37,319)

 

Loans, net

 

 

8,223,204

 

 

6,643,326

 

 

6,489,068

 

Other real estate owned

 

 

13,527

 

 

18,316

 

 

22,211

 

Premises and equipment, net

 

 

198,146

 

 

183,510

 

 

179,450

 

Bank owned life insurance

 

 

151,402

 

 

104,148

 

 

103,427

 

Deferred tax assets

 

 

41,664

 

 

31,123

 

 

25,357

 

Mortgage servicing rights

 

 

29,937

 

 

29,037

 

 

23,064

 

Core deposit and other intangibles

 

 

50,472

 

 

39,848

 

 

41,738

 

Goodwill

 

 

597,236

 

 

338,340

 

 

338,340

 

Other assets

 

 

76,471

 

 

72,943

 

 

68,234

 

Total assets

 

$

11,169,110

 

$

8,900,592

 

$

8,797,165

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

 

 

 

Noninterest-bearing

 

$

2,505,570

 

$

2,199,046

 

$

2,176,155

 

Interest-bearing

 

 

6,556,451

 

 

5,135,377

 

 

5,071,251

 

Total deposits

 

 

9,062,021

 

 

7,334,423

 

 

7,247,406

 

Federal funds purchased and securities sold under agreements to repurchase

 

 

291,099

 

 

313,773

 

 

305,268

 

Other borrowings

 

 

83,307

 

 

55,358

 

 

55,306

 

Other liabilities

 

 

99,858

 

 

62,450

 

 

65,053

 

Total liabilities

 

 

9,536,285

 

 

7,766,004

 

 

7,673,033

 

Shareholders’ equity:

 

 

 

 

 

 

 

 

 

 

Preferred stock - $.01 par value; authorized 10,000,000 shares;  no shares issued and outstanding

 

 

 —

 

 

 —

 

 

 —

 

Common stock - $2.50 par value; authorized 40,000,000 shares; 29,267,369, 24,230,392 and 24,209,122 shares issued and outstanding, respectively

 

 

73,168

 

 

60,576

 

 

60,523

 

Surplus

 

 

1,136,352

 

 

711,307

 

 

705,124

 

Retained earnings

 

 

427,093

 

 

370,916

 

 

354,490

 

Accumulated other comprehensive income (loss)

 

 

(3,788)

 

 

(8,211)

 

 

3,995

 

Total shareholders’ equity

 

 

1,632,825

 

 

1,134,588

 

 

1,124,132

 

Total liabilities and shareholders’ equity

 

$

11,169,110

 

$

8,900,592

 

$

8,797,165

 

3

Table of Contents

SouthState Corporation and Subsidiaries

Consolidated Statements of Income (unaudited)

(In thousands, except per share data)

Three Months Ended

March 31,

 

    

2024

    

2023

 

Interest income:

Loans, including fees

$

463,688

$

393,366

Investment securities:

Taxable

 

39,745

 

41,565

Tax-exempt

 

5,568

 

6,557

Federal funds sold, securities purchased under agreements to resell and interest-bearing deposits with banks

 

8,254

 

8,921

Total interest income

 

517,255

 

450,409

Interest expense:

Deposits

 

160,162

 

55,942

Federal funds purchased and securities sold under agreements to repurchase

 

4,727

 

2,853

Corporate and subordinated debentures

6,009

5,735

Other borrowings

 

2,421

 

4,616

Total interest expense

 

173,319

 

69,146

Net interest income

 

343,936

 

381,263

Provision for credit losses

 

12,686

 

33,091

Net interest income after provision for credit losses

 

331,250

 

348,172

Noninterest income:

Fees on deposit accounts

 

33,145

 

29,859

Mortgage banking income

 

6,169

 

4,332

Trust and investment services income

 

10,391

 

9,937

Correspondent banking and capital markets income

4,311

13,594

SBA income

4,363

3,722

Securities gains, net

 

 

45

Other income

 

13,179

 

9,866

Total noninterest income

 

71,558

 

71,355

Noninterest expense:

Salaries and employee benefits

 

150,453

 

144,060

Occupancy expense

 

22,577

 

21,533

Information services expense

 

22,353

 

19,925

OREO and loan related expense

 

606

 

169

Amortization of intangibles

 

5,998

 

7,299

Supplies, printing and postage expense

2,540

2,640

Professional fees

 

3,115

 

3,702

FDIC assessment and other regulatory charges

 

8,534

 

6,294

FDIC special assessment

3,854

Advertising and marketing

 

1,984

 

2,118

Merger, branch consolidation, severance related and other expense

 

4,513

 

9,412

Other expense

 

22,763

 

23,353

Total noninterest expense

 

249,290

 

240,505

Earnings:

Income before provision for income taxes

 

153,518

 

179,022

Provision for income taxes

 

38,462

 

39,096

Net income

$

115,056

$

139,926

Earnings per common share:

Basic

$

1.51

$

1.84

Diluted

$

1.50

$

1.83

Weighted average common shares outstanding:

Basic

 

76,301

 

75,902

Diluted

 

76,660

 

76,389

The Accompanying Notes are an Integral Part of the Financial Statements.

34


South StateSouthState Corporation and SubsidiarySubsidiaries

Condensed Consolidated Statements of Comprehensive Income (unaudited)

(Dollars in thousands, except per share data)thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

    

2017

    

2016

    

2017

    

2016

 

Interest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans, including fees

 

$

95,864

 

$

77,344

 

$

281,216

 

$

231,752

 

Investment securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable

 

 

6,646

 

 

4,309

 

 

20,897

 

 

13,579

 

Tax-exempt

 

 

1,320

 

 

962

 

 

4,147

 

 

2,970

 

Federal funds sold and securities purchased under agreements to resell

 

 

581

 

 

666

 

 

1,916

 

 

2,174

 

Total interest income

 

 

104,411

 

 

83,281

 

 

308,176

 

 

250,475

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

2,974

 

 

1,412

 

 

8,132

 

 

4,380

 

Federal funds purchased and securities sold under agreements to repurchase

 

 

276

 

 

137

 

 

756

 

 

418

 

Other borrowings

 

 

842

 

 

487

 

 

2,576

 

 

1,431

 

Total interest expense

 

 

4,092

 

 

2,036

 

 

11,464

 

 

6,229

 

Net interest income

 

 

100,319

 

 

81,245

 

 

296,712

 

 

244,246

 

Provision for loan losses

 

 

2,062

 

 

912

 

 

8,082

 

 

6,198

 

Net interest income after provision for loan losses

 

 

98,257

 

 

80,333

 

 

288,630

 

 

238,048

 

Noninterest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Fees on deposit accounts

 

 

22,448

 

 

20,776

 

 

66,322

 

 

62,439

 

Mortgage banking income

 

 

3,446

 

 

6,286

 

 

14,210

 

 

16,104

 

Trust and investment services income

 

 

6,310

 

 

4,877

 

 

18,703

 

 

14,573

 

Securities gains, net

 

 

1,278

 

 

 —

 

 

1,388

 

 

122

 

Other-than-temporary impairment losses

 

 

(753)

 

 

 —

 

 

(753)

 

 

 —

 

Recoveries on acquired loans

 

 

1,944

 

 

2,207

 

 

5,647

 

 

5,130

 

Amortization of FDIC indemnification asset, net

 

 

 —

 

 

 —

 

 

 —

 

 

(5,901)

 

Other

 

 

1,367

 

 

1,194

 

 

4,532

 

 

5,032

 

Total noninterest income

 

 

36,040

 

 

35,340

 

 

110,049

 

 

97,499

 

Noninterest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

 

47,245

 

 

41,972

 

 

143,711

 

 

123,941

 

Net occupancy expense

 

 

6,214

 

 

5,464

 

 

18,650

 

 

16,364

 

Information services expense

 

 

6,003

 

 

5,237

 

 

18,776

 

 

15,353

 

Furniture and equipment expense

 

 

3,751

 

 

3,234

 

 

11,422

 

 

9,157

 

OREO expense and loan related

 

 

1,753

 

 

2,085

 

 

5,648

 

 

4,733

 

Bankcard expense

 

 

2,748

 

 

2,940

 

 

8,404

 

 

8,859

 

Amortization of intangibles

 

 

2,494

 

 

1,891

 

 

7,496

 

 

5,687

 

Supplies, printing and postage expense

 

 

1,491

 

 

1,345

 

 

4,715

 

 

4,910

 

Professional fees

 

 

1,265

 

 

1,758

 

 

4,637

 

 

4,663

 

FDIC assessment and other regulatory charges

 

 

918

 

 

1,001

 

 

3,029

 

 

3,162

 

Advertising and marketing

 

 

852

 

 

790

 

 

2,400

 

 

2,293

 

Merger and branch consolidation related expense

 

 

1,551

 

 

709

 

 

26,882

 

 

3,240

 

Other

 

 

5,289

 

 

4,765

 

 

17,066

 

 

16,712

 

Total noninterest expense

 

 

81,574

 

 

73,191

 

 

272,836

 

 

219,074

 

Earnings:

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before provision for income taxes

 

 

52,723

 

 

42,482

 

 

125,843

 

 

116,473

 

Provision for income taxes

 

 

17,677

 

 

14,387

 

 

40,710

 

 

39,368

 

Net income

 

$

35,046

 

$

28,095

 

$

85,133

 

$

77,105

 

Earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.20

 

$

1.17

 

$

2.92

 

$

3.21

 

Diluted

 

$

1.19

 

$

1.16

 

$

2.90

 

$

3.18

 

Dividends per common share

 

$

0.33

 

$

0.31

 

$

0.99

 

$

0.89

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

29,115

 

 

24,016

 

 

29,023

 

 

23,989

 

Diluted

 

 

29,385

 

 

24,278

 

 

29,291

 

 

24,229

 

Three Months Ended

March 31,

    

2024

    

2023

 

Net income

    

$

115,056

    

$

139,926

Other comprehensive income:

Unrealized holding (losses) gains on available for sale securities:

Unrealized holding (losses) gains arising during period

 

(53,576)

 

72,772

Tax effect

 

13,118

 

(9,501)

Reclassification adjustment for gains included in net income

 

 

45

Tax effect

 

 

(12)

Net of tax amount

 

(40,458)

 

63,304

Other comprehensive (loss) income, net of tax

 

(40,458)

 

63,304

Comprehensive income

$

74,598

$

203,230

The Accompanying Notes are an Integral Part of the Financial Statements.

4


5

Table of Contents

South StateSouthState Corporation and SubsidiarySubsidiaries

Condensed Consolidated Statements of Comprehensive IncomeChanges in Shareholders’ Equity (unaudited)

Three months ended March 31, 2024 and 2023

(Dollars in thousands)thousands, except for share data)

Accumulated Other

Common Stock

Retained

Comprehensive

 

    

Shares

    

Amount

    

Surplus

    

Earnings

    

Loss

    

Total

 

Balance, December 31, 2022

    

75,704,563

$

189,261

$

4,215,712

$

1,347,042

$

(677,088)

$

5,074,927

Comprehensive income:

Net income

139,926

139,926

Other comprehensive income, net of tax effects

63,304

63,304

Total comprehensive income

203,230

Cash dividends declared on common stock at $0.50 per share

 

 

 

(37,912)

 

 

(37,912)

Cash dividend equivalents paid on restricted stock units

 

 

(420)

(420)

Stock options exercised

23,516

 

59

 

1,114

 

 

 

1,173

Restricted stock awards (forfeits)

(2,233)

 

(5)

 

5

 

 

 

Stock issued pursuant to restricted stock units

177,708

444

(444)

 

Common stock repurchased

(43,889)

 

(110)

 

(3,306)

 

 

 

(3,416)

Share-based compensation expense

 

 

11,422

 

 

 

11,422

Balance, March 31, 2023

75,859,665

$

189,649

$

4,224,503

$

1,448,636

$

(613,784)

$

5,249,004

Balance, December 31, 2023

76,022,039

$

190,055

$

4,240,413

$

1,685,166

$

(582,536)

$

5,533,098

Comprehensive income:

Net income

115,056

115,056

Other comprehensive loss, net of tax effects

(40,458)

(40,458)

Total comprehensive income

74,598

Cash dividends declared on common stock at $0.52 per share

 

 

 

(39,598)

 

 

(39,598)

Cash dividend equivalents paid on restricted stock units

 

 

(1,163)

(1,163)

Stock options exercised

6,349

 

16

 

375

 

 

 

391

Restricted stock awards (forfeits)

(64)

 

(1)

 

1

 

 

 

Stock issued pursuant to restricted stock units

344,376

861

(861)

 

Common stock repurchased - buyback plan

(100,000)

 

(250)

 

(7,735)

(7,985)

Common stock repurchased

(95,537)

 

(238)

 

(7,715)

 

 

 

(7,953)

Share-based compensation expense

 

 

5,867

 

 

5,867

Cumulative change in accounting principle due to the adoption of ASU 2023-02

(10,246)

(10,246)

Balance, March 31, 2024

76,177,163

$

190,443

$

4,230,345

$

1,749,215

$

(622,994)

$

5,547,009

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

September 30,

 

September 30,

 

    

2017

    

2016

    

2017

    

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

    

$

35,046

    

$

28,095

    

$

85,133

    

$

77,105

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gains (losses) on securities:

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized holding gains (losses) arising during period

 

 

130

 

 

(4,388)

 

 

7,049

 

 

12,162

Tax effect

 

 

(50)

 

 

1,673

 

 

(2,687)

 

 

(4,638)

Reclassification adjustment for gains included in net income

 

 

(525)

 

 

 —

 

 

(635)

 

 

(122)

Tax effect

 

 

200

 

 

 —

 

 

242

 

 

47

Net of tax amount

 

 

(245)

 

 

(2,715)

 

 

3,969

 

 

7,449

Unrealized gains (losses) on derivative financial instruments qualifying as cash flow hedges:

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized holding gains (losses) arising during period

 

 

 4

 

 

51

 

 

(56)

 

 

(147)

Tax effect

 

 

(1)

 

 

(19)

 

 

21

 

 

56

Reclassification adjustment for losses included in interest expense

 

 

57

 

 

69

 

 

226

 

 

209

Tax effect

 

 

(22)

 

 

(27)

 

 

(86)

 

 

(80)

Net of tax amount

 

 

38

 

 

74

 

 

105

 

 

38

Change in pension plan obligation:

 

 

 

 

 

 

 

 

 

 

 

 

Reclassification adjustment for changes included in net income

 

 

188

 

 

204

 

 

564

 

 

612

Tax effect

 

 

(72)

 

 

(78)

 

 

(215)

 

 

(233)

Net of tax amount

 

 

116

 

 

126

 

 

349

 

 

379

Other comprehensive income (loss), net of tax

 

 

(91)

 

 

(2,515)

 

 

4,423

 

 

7,866

Comprehensive income

 

$

34,955

 

$

25,580

 

$

89,556

 

$

84,971

The Accompanying Notes are an Integral Part of the Financial Statements.

5


6

Table of Contents

South StateSouthState Corporation and SubsidiarySubsidiaries

Condensed

Consolidated Statements of Changes in Shareholders’ Equity (unaudited)Cash Flows (unaudited)

Nine months ended September 30, 2017 and 2016

(Dollars in thousands, except for share data)thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated Other

 

 

 

 

 

 

Preferred Stock

 

Common Stock

 

 

 

 

Retained

 

Comprehensive

 

 

 

 

 

    

Shares

    

Amount

    

Shares

    

Amount

    

Surplus

    

Earnings

    

Income (Loss)

    

Total

 

Balance, December 31, 2015

    

 —

 

$

 —

 

24,162,657

 

$

60,407

 

$

703,929

 

$

298,919

 

$

(3,871)

 

$

1,059,384

 

Comprehensive income

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

77,105

 

 

7,866

 

 

84,971

 

Cash dividends declared on common stock at $0.89 per share

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

(21,534)

 

 

 —

 

 

(21,534)

 

Employee stock purchases

 

 —

 

 

 —

 

7,793

 

 

19

 

 

455

 

 

 —

 

 

 —

 

 

474

 

Stock options exercised

 

 —

 

 

 —

 

44,491

 

 

111

 

 

1,402

 

 

 —

 

 

 —

 

 

1,513

 

Restricted stock awards

 

 —

 

 

 —

 

39,431

 

 

99

 

 

(99)

 

 

 —

 

 

 —

 

 

 —

 

Stock issued pursuant to restricted stock units

 

 —

 

 

 —

 

35,903

 

 

90

 

 

(90)

 

 

 —

 

 

 —

 

 

 —

 

Common stock repurchased - buyback plan

 

 —

 

 

 —

 

(32,900)

 

 

(82)

 

 

(2,048)

 

 

 —

 

 

 —

 

 

(2,130)

 

Common stock repurchased

 

 —

 

 

 —

 

(48,253)

 

 

(121)

 

 

(3,129)

 

 

 —

 

 

 —

 

 

(3,250)

 

Share-based compensation expense

 

 —

 

 

 —

 

 —

 

 

 —

 

 

4,704

 

 

 —

 

 

 —

 

 

4,704

 

Balance, September 30, 2016

 

 —

 

$

 —

 

24,209,122

 

$

60,523

 

$

705,124

 

$

354,490

 

$

3,995

 

$

1,124,132

 

Balance, December 31, 2016

 

 —

 

$

 —

 

24,230,392

 

$

60,576

 

$

711,307

 

$

370,916

 

$

(8,211)

 

$

1,134,588

 

Comprehensive income

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

85,133

 

 

4,423

 

 

89,556

 

Cash dividends declared on common stock at $0.99 per share

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

(28,956)

 

 

 —

 

 

(28,956)

 

Employee stock purchases

 

 —

 

 

 —

 

6,742

 

 

17

 

 

536

 

 

 —

 

 

 —

 

 

553

 

Stock options exercised

 

 —

 

 

 —

 

33,896

 

 

84

 

 

1,050

 

 

 —

 

 

 —

 

 

1,134

 

Common stock issued for Southeastern Bank Financial Corp. acquisition

 

 —

 

 

 —

 

4,978,338

 

 

12,446

 

 

422,163

 

 

 —

 

 

 —

 

 

434,609

 

Restricted stock awards

 

 —

 

 

 —

 

20,683

 

 

51

 

 

(51)

 

 

 —

 

 

 —

 

 

 —

 

Common stock repurchased

 

 —

 

 

 —

 

(40,484)

 

 

(101)

 

 

(3,525)

 

 

 —

 

 

 —

 

 

(3,626)

 

Stock issued pursuant to restricted stock units

 

 —

 

 

 —

 

37,802

 

 

95

 

 

(95)

 

 

 —

 

 

 —

 

 

 —

 

Share-based compensation expense

 

 —

 

 

 —

 

 —

 

 

 —

 

 

4,967

 

 

 —

 

 

 —

 

 

4,967

 

Balance, September 30, 2017

 

 —

 

$

 —

 

29,267,369

 

$

73,168

 

$

1,136,352

 

$

427,093

 

$

(3,788)

 

$

1,632,825

 

Three Months Ended

March 31,

    

2024

    

2023

 

Cash flows from operating activities:

Net income

$

115,056

$

139,926

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

 

14,079

 

15,015

Provision for credit losses

 

12,686

 

33,091

Deferred income taxes

 

2,137

 

3,127

Gains on sale of securities, net

 

 

(45)

Share-based compensation expense

 

5,867

 

11,422

Accretion of discount related to acquired loans

 

(4,287)

 

(7,398)

Gains on disposal of premises and equipment

 

(8)

 

(65)

Gains on sale of bank properties held for sale and repossessed real estate

 

(155)

 

(514)

Net amortization of premiums and discounts on investment securities

 

4,816

 

5,358

Bank properties held for sale and repossessed real estate write downs

 

18

 

410

Fair value adjustment for loans held for sale

 

144

 

9

Originations and purchases of loans held for sale

 

(228,440)

 

(157,683)

Proceeds from sales of loans held for sale

 

225,355

 

160,808

Gains on sales of loans held for sale

(2,724)

(1,456)

Increase in cash surrender value of BOLI

(6,700)

(5,906)

Net change in:

Accrued interest receivable

 

(6,120)

 

(3,921)

Prepaid assets

 

(115)

 

2,406

Operating leases

 

80

 

72

Bank owned life insurance

(200)

(930)

Trading securities

(34,868)

15,225

Derivative assets

(3,844)

51,729

Miscellaneous other assets

 

14,427

 

(115,557)

Accrued interest payable

 

(11,935)

 

14,193

Accrued income taxes

 

32,734

 

36,423

Derivative liabilities

150,302

(227,559)

Miscellaneous other liabilities

 

(646)

 

91,201

Net cash provided by operating activities

 

277,659

 

59,381

Cash flows from investing activities:

Proceeds from sales of investment securities available for sale

 

 

125,298

Proceeds from maturities and calls of investment securities held to maturity

 

39,811

 

45,308

Proceeds from maturities and calls of investment securities available for sale

 

128,636

 

110,287

Proceeds from sales and redemptions of other investment securities

 

59,375

 

25,500

Purchases of other investment securities

 

(54,616)

 

(63,773)

Net increase in loans

 

(283,413)

 

(518,335)

Recoveries of loans previously charged off

5,261

3,589

Purchases of premises and equipment

 

(5,511)

 

(7,642)

Proceeds from redemption and payout of bank owned life insurance policies

792

3,794

Proceeds from sale of bank properties held for sale and repossessed real estate

 

3,698

 

1,511

Proceeds from sale of premises and equipment

 

12

 

616

Net cash used in investing activities

 

(105,955)

 

(273,847)

Cash flows from financing activities:

Net increase in deposits

 

129,678

 

51,450

Net increase (decrease) in federal funds purchased and securities sold under agreements to repurchase and other short-term borrowings

 

65,506

 

(12,309)

Proceeds from borrowings

1,150,000

2,150,000

Repayment of borrowings

 

(1,250,000)

 

(1,250,000)

Common stock repurchases

 

(15,938)

 

(3,416)

Dividends paid

 

(40,761)

 

(38,333)

Stock options exercised

 

391

 

1,173

Net cash provided by financing activities

 

38,876

 

898,565

Net increase in cash and cash equivalents

 

210,580

 

684,099

Cash and cash equivalents at beginning of period

 

998,877

 

1,312,563

Cash and cash equivalents at end of period

$

1,209,457

$

1,996,662

Supplemental Disclosures:

Cash Flow Information:

Cash paid for:

Interest

$

185,254

$

54,953

Income taxes

$

147

$

2,400

Recognition of operating lease assets in exchange for lease liabilities

$

2,544

$

Schedule of Noncash Investing Transactions:

Real estate acquired in full or in partial settlement of loans

$

940

$

2,826

The Accompanying Notes are an Integral Part of the Financial Statements.

6


Table of Contents

South State Corporation and Subsidiary

Condensed Consolidated Statements of Cash Flows (unaudited)

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

Nine Months Ended

 

 

 

September 30,

 

 

    

2017

    

2016

 

Cash flows from operating activities:

 

 

 

 

 

 

 

Net income

 

$

85,133

 

$

77,105

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

Depreciation and amortization

 

 

21,030

 

 

16,016

 

Provision for loan losses

 

 

8,082

 

 

6,198

 

Deferred income taxes

 

 

3,144

 

 

7,622

 

Other-than-temporary impairment on securities

 

 

753

 

 

 —

 

Gain on sale of securities, net

 

 

(1,388)

 

 

(122)

 

Share-based compensation expense

 

 

4,967

 

 

4,704

 

Amortization of FDIC indemnification asset

 

 

 —

 

 

3,566

 

Accretion of discount related to performing acquired loans

 

 

(9,779)

 

 

(4,183)

 

(Gain) loss on disposal of premises and equipment

 

 

171

 

 

(52)

 

Gain on sale of OREO

 

 

(2)

 

 

(1,672)

 

Net amortization of premiums on investment securities

 

 

5,068

 

 

4,095

 

OREO write downs

 

 

2,220

 

 

4,070

 

Fair value adjustment for loans held for sale

 

 

867

 

 

(732)

 

Originations and purchases of mortgage loans for sale

 

 

(558,459)

 

 

(557,388)

 

Proceeds from mortgage loans sales

 

 

575,495

 

 

542,717

 

Net change in:

 

 

 

 

 

 

 

Accrued interest receivable

 

 

(475)

 

 

(419)

 

Prepaid assets

 

 

1,865

 

 

(563)

 

FDIC indemnification asset

 

 

 —

 

 

3,177

 

Miscellaneous other assets

 

 

(5,844)

 

 

(7,983)

 

Accrued interest payable

 

 

(160)

 

 

(806)

 

Accrued income taxes

 

 

10,763

 

 

6,775

 

Miscellaneous other  liabilities

 

 

4,482

 

 

10,393

 

Net cash provided by operating activities

 

 

147,933

 

 

112,518

 

Cash flows from investing activities:

 

 

 

 

 

 

 

Proceeds from sales of investment securities available for sale

 

 

265,965

 

 

137

 

Proceeds from maturities and calls of investment securities held to maturity

 

 

2,420

 

 

2,466

 

Proceeds from maturities and calls of investment securities available for sale

 

 

182,299

 

 

324,110

 

Proceeds from sales of other investment securities

 

 

3,444

 

 

71

 

Purchases of investment securities available for sale

 

 

(183,581)

 

 

(232,016)

 

Purchases of other investment securities

 

 

(303)

 

 

(660)

 

Net increase in loans

 

 

(533,647)

 

 

(533,393)

 

Payment to terminate FDIC Loss Share Agreements

 

 

 —

 

 

(2,342)

 

Recoveries of loans previously charged off

 

 

2,455

 

 

2,620

 

Net cash received from acquisitions

 

 

70,188

 

 

 —

 

Purchases of premises and equipment

 

 

(9,095)

 

 

(18,320)

 

Proceeds from sale of OREO

 

 

11,331

 

 

17,392

 

Proceeds from sale of premises and equipment

 

 

15

 

 

52

 

Net cash used in investing activities

 

 

(188,509)

 

 

(439,883)

 

Cash flows from financing activities:

 

 

 

 

 

 

 

Net increase in deposits

 

 

206,678

 

 

146,990

 

Net increase (decrease) in federal funds purchased and securities sold under agreements to repurchase and other short-term borrowings

 

 

(23,688)

 

 

17,037

 

Repayment of other borrowings

 

 

(82,033)

 

 

(12)

 

Common stock issuance

 

 

553

 

 

474

 

Common stock repurchase

 

 

(3,626)

 

 

(5,380)

 

Dividends paid on common stock

 

 

(28,956)

 

 

(21,534)

 

Stock options exercised

 

 

1,134

 

 

1,513

 

Net cash provided by financing activities

 

 

70,062

 

 

139,088

 

Net increase (decrease) in cash and cash equivalents

 

 

29,486

 

 

(188,277)

 

Cash and cash equivalents at beginning of period

 

 

374,448

 

 

695,794

 

Cash and cash equivalents at end of period

 

$

403,934

 

$

507,517

 

Supplemental Disclosures:

 

 

 

 

 

 

 

Cash Flow Information:

 

 

 

 

 

 

 

Cash paid for:

 

 

 

 

 

 

 

Interest

 

$

11,625

 

$

7,036

 

Income taxes

 

$

25,534

 

$

25,364

 

Schedule of Noncash Investing Transactions:

 

 

 

 

 

 

 

Real estate acquired in full or in partial settlement of loans

 

$

8,375

 

$

11,447

 

The Accompanying Notes are an Integral Part of the Financial Statements.

7


Table of Contents

South StateSouthState Corporation and SubsidiarySubsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

Note 1 — Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, otherwise referred to as GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States (“GAAP”) for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Certain prior period information has been reclassified to conform to the current period presentation, and these reclassifications had no impact on net income or equity as previously reported. Operating results for the three and nine months ended September 30, 2017March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017.2024.

The condensed consolidated balance sheet at December 31, 20162023 has been derived from the audited financial statements at that date but does not include all of the information and disclosures required by GAAP for complete financial statements.

Note 2 — Summary of Significant Accounting Policies

The information contained in the consolidated financial statements and accompanying notes included in the Company’sour Annual Report on Form 10-K for the year ended December 31, 2016,2023, as filed with the Securities and Exchange Commission (the “SEC”) on February 24, 2017,March 4, 2024, should be referenced when reading these unaudited condensed consolidated financial statements. Unless otherwise mentioned or unless the context requires otherwise, references herein to "South State,"“SouthState,” the "Company" "we," "us," "our"“Company,” “we,” “us,” “our” or similar references mean South StateSouthState Corporation and its consolidated subsidiaries. References to the “Bank” or “SouthState Bank” means South StateSouthState Corporation’s wholly owned subsidiary, South State Bank, National Association, a South Carolinanational banking corporation.association.

Loans

Loans that management has originated and has the intent and ability to hold for the foreseeable future or until maturity or pay off generally are reported at their unpaid principal balances, less unearned income and net of any deferred loan fees and costs, including unamortized fair value discount or premium. Unearned income on installment loans is recognized as income over the terms of the loans by methods that generally approximate the interest method. Interest on other loans is calculated by using the simple interest method on daily balances of the principal amount outstanding. If the loan is prepaid, the remaining unamortized fees and costs are charged or credited to interest income. Amortization ceases for non-accrual loans.

Note 3 — Recent Accounting

We place loans on nonaccrual once reasonable doubt exists about the collectability of all principal and Regulatory Pronouncements

In August 2017,interest due. Generally, this occurs when principal or interest is 90 days or more past due, unless the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-12, Derivativesloan is well secured and Hedging (Topic 815):  Targeted Improvementsin the process of collection and excludes factored receivables. For factored receivables, which are commercial trade credits rather than promissory notes, the Company’s practice, in most cases, is to Accounting for Hedging Activities; (“ASU 2017-12”).  ASU 2017-12 amends Accounting Standards Codification (“ASC”) Topic 815 to better align an entity’s risk management activities and financial reporting for hedging relationships through changes to bothcharge-off unpaid recourse receivables when they become 90 days past due from the designation and measurement guidance for qualifying hedging relationshipsinvoice due date and the presentation of hedge results.  These amendments will improvenon-recourse receivables when they become 120 days past due from the transparency of information about an entity’s risk management activities and simplify the application of hedge accounting.  The guidancestatement due date. Past due status is effective for public companies for annual periods beginning on or after December 15, 2018 and interim periods within those fiscal years.  Early adoption is permitted.  All transition requirements and elections should be applied to hedging relationships existingbased on the date of adoption.  The Company is still assessing the impact of this new guidance, but does not think it will have a material impact on the Company’s consolidated financial statements.

In May 2017, the FASB issued ASU No. 2017-09, Compensation-Stock Compensation (Topic 718):  Scope of Modification Accounting; (“ASU 2017-09”).  ASU 2017-09 provides clarity by offering guidance on the scope of modification accounting for share-based payment awards and gives direction on which changes to thecontractual terms or conditions of these awards require an entity to apply modification accounting.  Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equityloan. In all cases, loans are placed on non-accrual or liability) changescharged-off at an earlier date if collection of principal or interest is considered doubtful.

A loan is evaluated individually for loss when it is on nonaccrual and has a net book balance over $1 million. Large pools of homogeneous loans are collectively evaluated for loss and reserved at the pool level. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as a result ofnonaccrual, provided that management expects to collect all amounts due, including interest accrued at the change in terms or conditions.  The guidance is effective prospectivelycontractual interest rate for all companies for annual periods beginning on or after December 15, 2017. Early adoption is permitted.  The Company has determined that this guidance will not have a material impact on the Company’s consolidated financial statements.

In March 2017, the FASB issued ASU No. 2017-08, Receivables-Nonrefundable Fees and Other Cost (Subtopic 310-20):  Premium Amortization on Purchased Callable Debt Securities; (“ASU 2017-08”).  ASU 2017-08 shortens the amortization period of the premium for certain callable debt securities, from the contractual maturity date to the earliest call date. The amendments do not require an accounting change for securities held at a discount; an entitydelay.

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will continueAllowance for Credit Losses (“ACL”) – Investment Securities

Management monitors the held to amortizematurity securities portfolio to the contractual maturity date the discount related to callable debt securities. The amendments apply to the amortization of premiums on callable debt securities with explicit, noncontingent call features that are callable at fixed prices on preset dates.  For public business entities, ASU 2017-08 is effective in fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. For entities other than public business entities, the amendments are effective in fiscal years beginning after December 15, 2019 and in interim periods in fiscal years beginning after December 15, 2020.  Early adoption is permitted for all entities, including in an interim period. The amendmentsdetermine whether a valuation account should be appliedrecorded. Management evaluates impairment where there has been a decline in fair value below the amortized cost basis of a security to determine whether there is a credit loss associated with the decline in fair value at least quarterly, and more frequently when economic or market concerns warrant such evaluation. The Company’s methodology on a modified retrospective basis, with a cumulative-effect adjustmenthow the ACL is calculated is disclosed in Note 1 — Summary of Significant Accounting Policies, under the “ACL – Investment Securities” section, of our Annual Report on Form 10-K for the year ended December 31, 2023. As of March 31, 2024 and December 31, 2023, the Company had $2.4 billion and $2.5 billion, respectively, of held to retained earnings as of the beginning of the first reporting period in which the amendments are adopted.  maturity securities and no related valuation account.

The Company has determined that this guidance will not have a material impact on the Company’s consolidated financial statements.

In March 2017, the FASB issued ASU No. 2017-07, Compensation-Retirement Benefits (Topic 715):  Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost; (“ASU 2017-07”).  ASU 2017-07 applies to any employer that sponsors a defined benefit pension plan, other postretirement benefit plan, or other types of benefits accounted for under Topic 715. The amendments require that an employer disaggregate the service cost component from the other components of net benefit cost, as follows (1) service cost must be presented in the same line item(s) as other employee compensation costs. These costs are generally included withinits nonaccrual policy by reversing interest income from continuing operations, but in some cases may be eligible for capitalization, (2) all other components of net benefit cost must be presented in the income statement separatelywhen the Company determines the interest for held to maturity securities is uncollectible. Therefore, management excludes the accrued interest receivable balance from the serviceamortized cost component and outside a subtotal of income from operations, if one is presented, (3) the amendments permit capitalizing only the service cost component of net benefit cost, assuming such costs meet the criteria required for capitalization by other GAAP , rather than total net benefit cost which has been permitted under prior GAAP. The guidance is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those years. The amendments should be adopted prospectively and allows a practical expedient that permits an employer to use the amounts disclosedbasis in its pension and other postretirement benefit plan note for the prior periods to apply the retrospective presentation requirements.  The Company has determined that this guidance will not have a material impact on the Company’s consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-04, Intangible-Goodwill and other (Topic 350):  Simplifying the Test for Goodwill Impairment; (“ASU 2017-04”). ASU 2017-04 simplifies the accounting for goodwill impairment for all entities by requiring impairment charges to be based on the first step in today’s two-step impairment test under ASC Topic 350 and eliminating Step 2 from the goodwill impairment test.  As amended, the goodwill impairment test will consist of one step comparing the fair value of a reporting unit with its carrying amount.  An entity should recognize a goodwill impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value.  The guidance is effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those years. The amendments should be adopted prospectively and early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017.  At this point in time, the Company does not expect that this guidance will have a material impact on the Company’s consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-03, Accounting Changes and Error Corrections (Topic 250) and Investments-Equity Method and Joint Ventures (Topic 323)  (“ASU 2017-03”).  ASU 2017-03 amends the Codification for SEC staff announcements made at two Emerging Issues Task Force (EITF) meetings. At the September 2016 meeting, the SEC staff expressed its expectations about the extent of disclosures registrants should make about the effects of the new FASB guidance (including any amendments issued prior to adoption) on revenue (ASU 2014-09), leases (ASU 2016-02) andmeasuring expected credit losses on financial instruments (ASU 2016-13) in accordance with SAB Topic 11.M. That Topic requires registrants to disclose the effect that recently issued accounting standards will have on their financial statements when adopted in a future period. ASU 2017-03 incorporates these SEC staff views into ASC Topic 250investment securities and adds references to that guidance in the transition paragraphs of each of the three new standards. The ASU also conforms ASC 323-740-S99-2, which describes the SEC staff’s views on accounting for investments in qualified affordable housing projects, to the guidance issued in ASU 2014-01. The Company adopted this standard in the fourth quarter of 2016 and will continue to refine its disclosures around the standard.  The Company determined that this guidance did not have a material impact on the Company’s consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business; (“ASU 2017-01”).  ASU 2017-01 requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of transferred assets and activities is not a business. The guidance also requires a business to include at least one substantive process and narrows the definition of outputs by more closely aligning it with how outputs are described

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in ASC Topic 606.  The guidance is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those years. Early adoption is permitted. The Company has determined that this guidance will not have a material impact on the Company’s consolidated financial statements.

In December 2016, the FASB issued ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers;  (“ASU 2016-20”).  ASU 2016-20 updates the new revenue standard by clarifying issues that had arisen from ASU 2014-09, but does not change the core principle of the new standard.  The issues addressed in this ASU include: 1) Loan guarantee fees, 2) Impairment testing of contract costs, 3) Interaction of impairment testing with guidance in other topics, 4) Provisions for losses on construction-type and production-type contracts, 5) Scope of topic 606, 6) Disclosure of remaining performance obligations, 7) Disclosure of prior-period performance obligations, 8) Contract modifications, 9) Contract asset vs. receivable, 10) Refund liability, 11) Advertising costs, 12) Fixed-odds wagering contracts in the casino industry, 13) Cost capitalization for advisors to private funds and public funds. The updated guidance is effective for interim and annual reporting periods beginning after December 15, 2017.  The amendments can be applied retrospectively to each prior reporting period or retrospectively with the cumulative effect of initially applying this new guidance recognized at the date of initial application. Our revenue is comprised of net interest income on financial assets and financial liabilities, which is explicitly excluded from the scope of ASU 2014-09, and non-interest income.  ASU 2016-20 and 2014-09 could require us to change how we recognize certain revenue streams within non-interest income, however, we do not expect these changes to have a significant impact on our financial statements.  We continue to evaluate the impact of ASU 2016-20 and 2014-09 on our Company and expect to adopt the standard in the first quarter of 2018 with a cumulative effect adjustment to opening retained earnings, if such adjustment is deemed to be significant.

In August 2016, the FASB issued ASU No. 2016-15,  Statement of Cash Flows (Topic 230):  Classification of Certain Cash Receipts and Cash Payments  (“ASU 2016-15”).  ASU 2016-15 addresses eight classification issues related to the statement of cash flows:  Debt prepayment or debt extinguishment costs; Settlement of zero-coupon bonds; Contingent consideration payments made after a business combination; Proceeds from the settlement of insurance claims; Proceeds from the settlement of corporate-owned life insurance policies, including  bank-owned life insurance policies; Distributions received from equity method investees; Beneficial interests in securitization transactions; and Separately identifiable cash flows and application of the predominance principle.  The updated guidance is effective for interim and annual reporting periods beginning after December 15, 2017, including interim periods within those fiscal years.  Early adoption is permitted.  Entities will apply the standard's provisions using a retrospective transition method to each period presented.  The Company does not believe that this guidance will have a material impact on the Company’s consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326):  Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”).  ASU 2016-13 requires an entity to utilize a new impairment model known as the current expected credit loss ("CECL") model to estimate its lifetime "expected credit loss" and record an allowance for credit losses on accrued interest receivable. As of March 31, 2024 and December 31, 2023, the accrued interest receivables for all investment securities recorded in Other Assets were $25.8 million and $26.5 million, respectively.

ACL – Loans and Certain Off-Balance-Sheet Credit Exposures

The ACL for loans held for investment reflects management’s estimate of credit losses that will result from the inability of our borrowers to make required loan payments. The Company makes adjustments to the ACL by recording a provision for or recovery of credit losses through earnings. Loans charged off are recorded as reductions to the ACL on the balance sheet and subsequent recoveries of loan charge-offs are recorded as increases to the ACL when they are received.

Management uses systematic methodologies to determine its ACL for loans held for investment and certain off-balance-sheet credit exposures. The ACL is a valuation account that is deducted from the amortized cost basis of the financial asset, presentsto present the net amount expected to be collected on the financial asset.loan portfolio. Management considers the effects of past events, current conditions, and reasonable and supportable forecasts on the collectability of the loan portfolio. The CECL model isCompany’s estimate of its ACL involves a high degree of judgment; therefore, management’s process for determining expected tocredit losses may result in earlier recognitiona range of expected credit losses. ASU 2016-13 also requires new disclosuresThe Company’s ACL recorded in the balance sheet reflects management’s best estimate within the range of expected credit losses. The Company recognizes in net income the amount needed to adjust the ACL for management’s current estimate of expected credit losses.

The Company’s ACL is calculated using collectively evaluated and individually evaluated loans. The Company’s methodology on how the ACL is calculated is disclosed in Note 1 — Summary of Significant Accounting Policies, under the “ACL – Loans” section, of our Annual Report on Form 10-K for the year ended December 31, 2023.

Management measures expected credit losses over the contractual term of a loan. When determining the contractual term, the Company considers expected prepayments but is precluded from considering expected extensions, renewals, or modifications. Loans modified to a borrower experiencing financial difficulty are reviewed by the Bank to determine if an interest rate reduction, a term extension, an other-than-insignificant payment delay, a principal forgiveness, or any combination of these has occurred.

The ACL includes expected losses from modifications of receivables to borrowers experiencing financial difficulty. Losses on modifications of non-accrual loans over $1 million to borrowers experiencing financial difficulty are estimated on an individual basis. Because the effect of the remainder of modifications made to borrowers experiencing financial difficulty is already incorporated into the measurement methodologies used to estimate the allowance, they are accounted for as pooled loans.

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For purchased credit-deteriorated, otherwise referred to herein as PCD, assets are defined as acquired individual financial assets measured at amortized cost, loans and available-for-sale debt securities.  The updated guidance is effective for interim and annual reporting periods beginning after December 15, 2019, including interim periods within those fiscal years.  Early adoption is permitted.  Entities will apply the standard's provisions as a cumulative-effect adjustment to retained earnings(or acquired groups of financial assets with similar risk characteristics) that, as of the beginningdate of acquisition, have experienced a more-than-insignificant deterioration in credit quality since origination, as determined by the Company’s assessment. The Company records acquired PCD loans by adding the expected credit losses (i.e., allowance for credit losses) to the purchase price of the first reporting period in whichfinancial assets rather than recording through the guidance is adopted.   We have dedicated staff and resources in place evaluating the Company’s options including evaluating the appropriate model options and collecting and reviewing loan dataprovision for use in these models.  The Company is currently still assessing the impact that this new guidance will have on its consolidated financial statements.

In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718):  Improvements to Employee Share – Based Payment Accounting (“ASU 2016-09”).  ASU 2016-09 introduces targeted amendments intended to simplify the accounting for stock compensation. Specifically, ASU 2016-09 requires all excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) to be recognized as income tax expense or benefitcredit losses in the income statement. The tax effectsexpected credit loss, as of exercisedthe acquisition day, of a PCD loan is added to the allowance for credit losses. The non-credit discount or vested awards should be treatedpremium is the difference between the unpaid principal balance and the amortized cost basis as discrete itemsof the acquisition date. Subsequent to the acquisition date, the change in the reporting period in which they occur. An entity also should recognize excess tax benefits, and assessACL on PCD loans is recognized through the needProvision for a valuation allowance, regardless of whether the benefit reduces taxes payableCredit Losses in the current period. ThatConsolidated Statements of Income. The non-credit discount or premium is off balance sheet accounting for net operating losses stemming from excess tax benefits would no longer be required and instead such net operating losses would be recognized when they arise. Existing net operating losses that

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are currently tracked off balance sheet would be recognized, net ofthe PCD loan on a valuation allowance if required, through an adjustment to opening retained earnings in the period of adoption. Entities will no longer need to maintain and track an “APIC pool.”  For public business entities, ASU 2016-09 became effective for interim and annual periods beginning after December 15, 2016 which made this ASU effective for thelevel-yield basis.

The Company starting On January 1, 2017.  For the three and nine months ended September 30, 2017, excess tax benefits of $104,000 and $839,000, respectively, were recorded againstfollows its nonaccrual policy by reversing contractual interest income tax expense in the income statement which previously wouldwhen the Company places a loan on nonaccrual status. Therefore, management excludes the accrued interest receivable balance from the amortized cost basis in measuring expected credit losses on the portfolio and does not record an allowance for credit losses on accrued interest receivable. As of March 31, 2024 and December 31, 2023, the accrued interest receivables for loans recorded in Other Assets were $131.0 million and $127.0 million, respectively.

The Company has a variety of assets that have beena component that qualifies as an off-balance sheet exposure. These primarily include undrawn portions of revolving lines of credit and standby letters of credit. The expected losses associated with these exposures within the unfunded portion of the expected credit loss are recorded against surplusas a liability on the balance sheet. Management has determined that a majority of the Company’s off-balance sheet credit exposures are not unconditionally cancellable. Management completes funding studies based on historical data to estimate the percentage of unfunded loan commitments that will ultimately be funded to calculate the reserve for unfunded commitments. Management applies this funding rate, along with the loss factor rate determined for each pooled loan segment, to unfunded loan commitments, excluding unconditionally cancellable exposures and letters of credit, to arrive at the reserve for unfunded loan commitments. As of March 31, 2024 and December 31, 2023, the liabilities recorded for expected credit losses on unfunded commitments were $53.2 million and $56.3 million, respectively. The current adjustment to the reserve for unfunded commitments is recognized through the Provision for Credit Losses in the Consolidated Statements of Income.

Reclassification and Correction

Certain amounts previously reported have been reclassified to conform to the current quarter’s presentation. Such reclassifications had no effect on net income and shareholders’ equity.

Note 3 — Recent Accounting and Regulatory Pronouncements

Accounting Standards Adopted

In March 2016,2023, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent considerations (Reporting Revenue Gross versus Net); (“ASU 2016-08”).  ASU 2016-08 updates the new revenue standard by clarifying the principal versus agent implementation guidance, but does not change the core principle of the new standard. The updates to the principal versus agent guidance:  (i) require an entity to determine whether it is a principal or an agent for each distinct good or service (or a distinct bundle of goods or services) to be provided to the customer; (ii) illustrate how an entity that is a principal might apply the control principle to goods, services, or rights to services, when another party is involved in providing goods or services to a customer and (iii) Clarify that the purpose of certain specific control indicators is to support or assist in the assessment of whether an entity controls a good or service before it is transferred to the customer, provide more specific guidance on how the indicators should be considered, and clarify that their relevance will vary depending on the facts and circumstances.  For public business entities, the effective date and transition requirements for these amendments are the same as the effective date and transition requirements of ASU 2014-09 which is effective for interim and annual periods beginning after December 15, 2017. The amendments can be applied retrospectively to each prior reporting period or retrospectively with the cumulative effect of initially applying this new guidance recognized at the date of initial application.  Our revenue is comprised of net interest income on financial assets and financial liabilities, which is explicitly excluded from the scope of ASU 2014-09, and non-interest income.  ASU 2016-08 and 2014-09 could require us to change how we recognize certain revenue streams within non-interest income, however, we do not expect these changes to have a significant impact on our financial statements.  We continue to evaluate the impact of ASU 2016-08 and 2014-09 on our Company and expect to adopt the standard in the first quarter of 2018 with a cumulative effect adjustment to opening retained earnings, if such adjustment is deemed to be significant.

In March 2016, the FASB issued ASU No. 2016-07, 2023-02, Investments - Equity Method and Joint Ventures (Topic 323): SimplifyingAccounting for Investments in Tax Credit Structures Using the TransitionProportional Amortization Method. The amendments in this update allow the option for an entity to apply the proportional amortization method of accounting to other equity investments, in addition to the Equity Methodpreviously permitted low-income housing tax credit (“LIHTC”) structured investments, that are made for the primary purpose of Accounting (“receiving tax credits or other income tax benefits, if certain conditions are met. The proportional amortization method of accounting results in the amortization of applicable investments, as well as the related income tax credits or other income tax benefits received, being presented on a single line within income tax expense on the consolidated statements of income. Prior to this update, the application of the proportional amortization method of accounting was limited to LIHTC structured investments. Under this update, an entity has the option to apply the proportional amortization method of accounting to applicable investments on a tax-credit-program-by-tax-credit-program basis. Also under this update, LIHTC structured investments for which the proportional amortization method is not applied can no longer be accounted for using the delayed equity contribution guidance. The amendments in this update also require additional disclosures in interim and annual periods concerning investments for which the proportional amortization method is applied, including the nature of tax equity investments, the effect of tax equity investments and related income tax credits and other income tax benefits on the financial position and results of operations.

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The Company adopted ASU 2016-07”).  ASU 2016-07 requires an investor to initially apply2023-02 effective January 1, 2024, and changed the accounting method of its LIHTC structured investments from the equity method of accounting fromto the date it qualifiesproportional amortization method. The Company adopted ASU 2023-02 using the modified retrospective approach. Under this adoption approach, management was required to verify the LIHTCs met the conditions for thatproportional amortization method i.e.,as of the date the investor obtains significant influence overinvestments were originally made by the operatingBank. In addition, management evaluated the actual tax credits and financial policiesother income tax benefits received, as well as the remaining benefits expected to be received, as of an investee.the adoption date. The ASU eliminates the previous requirement to retroactively adjust the investment and record a cumulative catch up for the periods that the investment had been held, but did not qualify fordifference between the equity method and proportional amortization method resulted in a one-time cumulative effect adjustment recorded through retained earnings as of accounting. ForJanuary 1, 2024. The cumulative effect resulting from the adoption of proportional amortization method was a net reduction to retained earnings of $9.4 million, which reflects the amortization expense in proportion to the tax credits and benefits realized on a life-to-date basis of all LIHTCs as of December 31, 2023. Additionally, the proportional amortization method does not require deferred taxes be tracked as was the case with the equity method; therefore, deferred taxes of $836,000 were written-off as an additional reduction to retained earnings effective January 1, 2024.

Issued But Not Yet Adopted Accounting Standards

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, to improve disclosures about a public business entities,entity’s reportable segments and address requests from investors and other allocators of capital for additional, more detailed information about a reportable segment’s expenses. Segment information gives investors an understanding of overall performance and is key to assessing potential future cash flows. In addition, although information about a segment’s revenue and measure of profit or loss is disclosed in an entity’s financial statements, there is limited information disclosed about a segment’s expenses. The key amendments include annual and interim disclosures of significant expenses and other segment items that are regularly provided to the chief operating decision maker and included within each reported measure of profit or loss, as well as any other key measure of performance used for segment management decisions. This ASU also requires disclosure of key profitability measures used in assessing performance and how to allocate resources. The amendments in this ASU 2016-05 are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company does not anticipate this ASU will have a material impact on its financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which aims to address requests for improved income tax disclosures from investors, lenders, creditors and other allocators of capital (collectively, “investors”) that use the financial statements to make capital allocation decisions. The amendments in this ASU address investor requests for more transparency about income tax information, including jurisdictional information, by requiring consistent categories and greater disaggregation of information in both the rate reconciliation and income taxes paid disaggregated by jurisdiction. The amendments are effective for annual periods beginning after December 15, 2016.2024. The amendments should be applied prospectively upon their effective date to increases in the level of ownership interest or degree of influence that result in the adoption of the equity method.Company does not anticipate this ASU 2016-07 became effective for the Company on January 1, 2017 and did notwill have a significantmaterial impact on the Company’s consolidatedits financial statements.

In March 2016, the FASB issued ASU No. 2016-05, Derivatives and Hedging (Topic 815): Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships (“ASU 2016-05”).  ASU 2016-05 requires an entity to discontinue a designated hedging relationship in certain circumstances, including termination of the derivative hedging instrument or if the entity wishes to change any of the critical terms of the hedging relationship. ASU 2016-05 amends Topic 815 to clarify that novation of a derivative (replacing one of the parties to a derivative instrument with a new party) designated as the hedging instrument would not, in and of itself, be considered a termination of the derivative instrument or a change in critical terms requiring discontinuation of the designated hedging relationship. For public business entities, the amendments in ASU 2016-05 are effective for interim and annual periods beginning after December 15, 2016.  An entity has an option to apply the amendments in ASU 2016-05 on either a prospective basis or a modified retrospective basis.  ASU 2016-05 became effective for the Company on January 1, 2017 and did not have a significant impact on the Company’s consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”).  ASU 2016-02 applies a right-of-use (ROU) model that requires a lessee to record, for all leases with a lease term of more than 12 months, an asset representing its right to use the underlying asset and a liability to make lease payments. For leases with a term of 12 months or less, a practical expedient is available whereby a lessee may elect, by class of underlying asset, not to recognize an ROU asset or lease liability. At inception, lessees must classify all leases as either finance or

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operating based on five criteria. Balance sheet recognition of finance and operating leases is similar, but the pattern of expense recognition in the income statement, as well as the effect on the statement of cash flows, differs depending on the lease classification.  For public business entities, the amendments in ASU 2016-02 are effective for interim and annual periods beginning after December 15, 2018.   In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach which includes a number of optional practical expedients that entities may elect to apply.  The Company has reviewed its outstanding lease agreements and has centrally documented the terms of its leases.  The Company is currently evaluating the provisions of ASU 2016-02 in relation to its outstanding leases to determine the potential impact the new standard will have to the Company’s consolidated financial statements.

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825-10); Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”).  This update is intended to improve the recognition and measurement of financial instruments and it requires an entity to: (i) measure equity investments at fair value through net income, with certain exceptions; (ii) present in OCI the changes in instrument-specific credit risk for financial liabilities measured using the fair value option; (iii) present financial assets and financial liabilities by measurement category and form of financial asset; (iv) calculate the fair value of financial instruments for disclosure purposes based on an exit price and; (v) assess a valuation allowance on deferred tax assets related to unrealized losses of available for sale debt securities in combination with other deferred tax assets. ASU 2016-01 also provides an election to subsequently measure certain nonmarketable equity investments at cost less any impairment and adjusted for certain observable price changes and requires a qualitative impairment assessment of such equity investments and amends certain fair value disclosure requirements.  For public business entities, the amendments in ASU 2016-01 are effective for interim and annual periods beginning after December 15, 2017.  An entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption.  The amendments related to equity securities without readily determinable fair values (including disclosure requirements) should be applied prospectively to equity investments that exist as of the date of adoption of the ASU 2016-01.  The Company is currently evaluating the provisions of ASU 2016-01 to determine the potential impact the new standard will have to the Company’s consolidated financial statements.

In September 2015, FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement Period Adjustments (“ASU 2015-16”). The update simplifies the accounting for adjustments made to provisional amounts recognized in a business combination by eliminating the requirement to retrospectively account for those adjustments. For public companies, this update became effective for interim and annual periods beginning after December 15, 2015, and is to be applied prospectively. ASU 2015-16 became effective for the Company on January 1, 2016 and did not have a significant impact on the Company’s consolidated financial statements. 

In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.  ASU 2014-15requires management to assess a company’s ability to continue as a going concern and to provide related footnote disclosures in certain circumstances. Before this new standard, there was minimal guidance in GAAP specific to going concern. Under the new standard, disclosures are required when conditions give rise to substantial doubt about a company’s ability to continue as a going concern within one year from the financial statement issuance date. The new standard applies to all companies and is effective for the annual period ending after December 15, 2016, and all annual and interim periods thereafter.  ASU 2014-15 became effective for the Company on December 31, 2016 and did not have an impact on the consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, Topic 606 (“ASU 2014-09”). The new standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under existing guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. In August of 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers, Topic 606: Deferral of the Effective Date, deferring the effective date ofASU 2014-09 until annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The amendments can be applied retrospectively to each prior reporting period or retrospectively with the cumulative effect of initially applying this new guidance recognized at the date of initial application. Our revenue is comprised of net interest income on financial assets and financial liabilities, which is explicitly excluded from the scope of ASU 2014-09, and non-interest income.  ASU 2014-09 could require us to change how we recognize certain revenue streams within non-interest

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income, however, we do not expect these changes to have a significant impact on our financial statements.  We continue to evaluate the impact of ASU 2014-09 on our Company and expect to adopt the standard in the first quarter of 2018 with a cumulative effect adjustment to opening retained earnings, if such adjustment is deemed to be significant. 

Note 4 — Mergers and AcquisitionsSecurities

The following are business combinations which are currently proposed or have occurred over the past two years:

·

Southeastern Bank Financial Corporation (“SBFC”) – January 3, 2017

·

Park Sterling Corporation - Proposed

Park Sterling Corporation Proposed Acquisition

On April 26, 2017, South State Corporation, (“SSB”) entered into an Agreement and Plan of Merger with Park Sterling Corporation, a North Carolina corporation ("PSTB), and a bank holding company headquartered in Charlotte, North Carolina.  The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, PSTB will merge with and into SSB, with SSB as the surviving corporation in the Merger.  Immediately following the Merger, PSTB's wholly owned bank subsidiary, Park Sterling Bank ("PSB"), will merge with and into the Bank, with the Bank as the surviving entity in the bank merger.   At September 30, 2017, PSTB reported $3.3 billion in total assets, $2.4 billion in loans and $2.5 billion in deposits.  PSTB has over 50 full service branches in North Carolina, South Carolina, Georgia and Virginia that serve individuals and businesses.  With the closing of the merger with PSTB, the Company plans to close 12 PSB branches and 2 legacy SSB branches by the end of 2018.

Under the terms of the merger agreement, PSTB common shareholders will receive aggregate consideration of approximately 7,471,072 shares of SSB common stock, plus cash for the value of “in the money” outstanding stock options. The common stock consideration is based upon a fixed exchange ratio of 0.14 shares of SSB common stock for each outstanding share of PSTB common stock.

Special shareholder meetings of PSTB and SSB to ratify the merger proposal were held on October 25, 2017 and the merger proposal was approved.  The proposed merger is still subject to regulatory approvals and other customary closing conditions.  The transaction is expected to close during the fourth quarter of 2017.

Southeastern Bank Financial Corporation Acquisition

On January 3, 2017, SSB acquired all of the outstanding common stock of Southeastern Bank financial Corporation (“SBFC”), of Augusta, Georgia, the bank holding company for Georgia Bank & Trust Company of Augusta (“GB&T”), in a stock transaction.  SBFC common shareholders received 0.7307 shares of the Company’s common stock in exchange for each share of SBFC stock resulting in the Company issuing 4,978,338 shares of its common stock.  In total, the purchase price for SBFC was $435.1 million including the value of “in the money” outstanding stock options totaling $490,000.

The SBFC transaction was accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed and consideration exchanged were recorded at estimated fair value on the acquisition date. 

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The following table presents the assets acquired and liabilities assumed as of January 3, 2017 and their initial and subsequent fair value estimates, as recorded by the Company.  The Company has up to one year after the acquisition date to make subsequent fair value adjustments.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intial

 

Subsequent

 

 

 

 

As Recorded

 

Fair Value

 

Fair Value

 

As Recorded by

(Dollars in thousands)

    

by SBFC

    

Adjustments

    

Adjustments

    

the Company

Assets

 

 

    

 

 

    

 

 

    

 

 

    

Cash and cash equivalents

 

$

72,043

 

$

 —

 

$

 —

 

$

72,043

Investment securities

 

 

591,824

 

 

(1,770)

(a)  

 

 —

 

 

590,054

Loans held for sale

 

 

13,652

 

 

 —

 

 

 —

 

 

13,652

Loans, net of allowance and mark

 

 

1,060,618

 

 

(10,668)

(b)

 

 —

 

 

1,049,950

Premises and equipment

 

 

25,419

 

 

(2,212)

(c)

 

 —

 

 

23,207

Intangible assets

 

 

140

 

 

17,980

(d)

 

 —

 

 

18,120

OREO and repossessed assets

 

 

580

 

 

(30)

(e)

 

(165)

(e)  

 

385

Bank owned life insurance

 

 

44,513

 

 

 —

 

 

 —

 

 

44,513

Deferred tax asset

 

 

16,247

 

 

(687)

(f)

 

850

(f)

 

16,410

Other assets

 

 

7,545

 

 

(482)

(g)

 

 —

 

 

7,063

Total assets

 

$

1,832,581

 

$

2,131

 

$

685

 

$

1,835,397

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest-bearing

 

$

262,967

 

$

 —

 

$

 —

 

$

262,967

Interest-bearing

 

 

1,257,953

 

 

 —

 

 

 —

 

 

1,257,953

Total deposits

 

 

1,520,920

 

 

 —

 

 

 —

 

 

1,520,920

Federal funds purchased and securities sold under agreements to repurchase

 

 

1,014

 

 

 —

 

 

 —

 

 

1,014

Other borrowings

 

 

110,620

 

 

(1,120)

(h)

 

 —

 

 

109,500

Other liabilities

 

 

19,980

 

 

5,553

(i)

 

2,210

(i)

 

27,743

Total liabilities

 

 

1,652,534

 

 

4,433

 

 

2,210

 

 

1,659,177

Net identifiable assets acquired over (under) liabilities assumed

 

 

180,047

 

 

(2,302)

 

 

(1,525)

 

 

176,220

Goodwill

 

 

 —

 

 

257,370

 

 

1,525

 

 

258,895

Net assets acquired over liabilities assumed

 

$

180,047

 

$

255,068

 

$

 —

 

$

435,115

 

 

 

 

 

 

 

 

 

 

 

 

 

Consideration:

 

 

 

 

 

 

 

 

 

 

 

 

South State Corporation common shares issued

 

 

 

 

 

 

 

 

 

 

 

4,978,338

Purchase price per share of the Company's common stock

 

 

 

 

 

 

 

 

 

 

$

87.30

 

 

 

 

 

 

 

 

 

 

 

 

 

Company common stock issued ($434,609) and cash exchanged for fractional shares ($16)

 

 

 

 

 

 

 

 

 

 

$

434,625

Cash paid for stock option redemptions

 

 

 

 

 

 

 

 

 

 

 

490

Fair value of total consideration transferred

 

 

 

 

 

 

 

 

 

 

$

435,115

Explanation of fair value adjustments

(a)—Adjustment reflects marking the securities portfolio to fair value as of the acquisition date.

(b)—Adjustment reflects the fair value adjustments of $30,749 based on the Company’s evaluation of the acquired loan portfolio and excludes the allowance for loan losses (“ALLL”) of $20,081 recorded by SBFC.

(c)—Adjustment reflects the fair value adjustments based on the Company’s evaluation of the acquired premises and equipment.

(d)—Adjustment reflects the recording of the core deposit intangible on the acquired deposit accounts that totaled $18,120.

(e)—Adjustment reflects the fair value adjustments to other real estate owned (“OREO”) and repossessed assets based on the Company’s evaluation of the acquired OREO and repossessed assets portfolio.

(f)—Adjustment to record deferred tax asset related to the fair value adjustments.

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(g)—Adjustment reflects uncollectible portion of accrued interest receivable and loan fees receivable along with the write-off of certain prepaid expenses.

(h)—Adjustment reflects the fair value adjustments based on the Company’s evaluation of other borrowings of Trust Preferred Securities with a discount of $2,149, netted with premium on certain Federal Home Loan Bank (“FHLB “) advances of $1,029.

(i)—Adjustment reflects the fair value adjustments to employee benefit plans of $8,259 netted against an adjustment of other miscellaneous liabilities of $496.

Note 5 — Investment Securities

The following is the amortized cost and fair value of investment securities held to maturity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross

    

Gross

 

 

 

 

 

 

Amortized

 

Unrealized

 

Unrealized

 

Fair

 

(Dollars in thousands)

    

Cost

    

Gains

    

Losses

    

Value

 

September 30, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

State and municipal obligations

 

$

3,678

 

$

54

 

$

 —

 

$

3,732

 

December 31, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

State and municipal obligations

 

$

6,094

 

$

156

 

$

 —

 

$

6,250

 

September 30, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

State and municipal obligations

 

$

6,851

 

$

225

 

$

 —

 

$

7,076

 

Gross

    

Gross

 

Amortized

Unrealized

Unrealized

Fair

 

(Dollars in thousands)

    

Cost

    

Gains

    

Losses

    

Value

 

March 31, 2024:

U.S. Government agencies

$

197,269

$

$

(25,821)

$

171,448

Residential mortgage-backed securities issued by U.S. government

agencies or sponsored enterprises

1,406,440

(246,764)

1,159,676

Residential collateralized mortgage-obligations issued by U.S. government

agencies or sponsored enterprises

437,718

(72,593)

365,125

Commercial mortgage-backed securities issued by U.S. government

agencies or sponsored enterprises

352,399

(73,294)

279,105

Small Business Administration loan-backed securities

52,763

(11,550)

41,213

$

2,446,589

$

$

(430,022)

$

2,016,567

December 31, 2023:

U.S. Government agencies

$

197,267

$

$

(24,607)

$

172,660

Residential mortgage-backed securities issued by U.S. government

agencies or sponsored enterprises

1,438,102

(227,312)

1,210,790

Residential collateralized mortgage-obligations issued by U.S. government

agencies or sponsored enterprises

444,883

(68,139)

376,744

Commercial mortgage-backed securities issued by U.S. government

agencies or sponsored enterprises

354,055

(71,327)

282,728

Small Business Administration loan-backed securities

53,133

(11,319)

41,814

$

2,487,440

$

$

(402,704)

$

2,084,736

The following is the amortized cost and fair value of investment securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross

 

Gross

 

 

 

 

 

 

Amortized

 

Unrealized

 

Unrealized

 

Fair

 

(Dollars in thousands)

    

Cost

    

Gains

    

Losses

    

Value

 

September 30, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

Government-sponsored entities debt*

 

$

86,521

 

$

72

 

$

(642)

 

$

85,951

 

State and municipal obligations

 

 

199,898

 

 

4,584

 

 

(188)

 

 

204,294

 

Mortgage-backed securities**

 

 

1,027,827

 

 

4,673

 

 

(5,023)

 

 

1,027,477

 

Corporate stocks

 

 

2,781

 

 

176

 

 

 —

 

 

2,957

 

 

 

$

1,317,027

 

$

9,505

 

$

(5,853)

 

$

1,320,679

 

December 31, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

Government-sponsored entities debt*

 

$

85,488

 

$

 —

 

$

(846)

 

$

84,642

 

State and municipal obligations

 

 

105,303

 

 

2,289

 

 

(190)

 

 

107,402

 

Mortgage-backed securities**

 

 

807,717

 

 

3,085

 

 

(7,225)

 

 

803,577

 

Corporate stocks

 

 

3,658

 

 

473

 

 

(347)

 

 

3,784

 

 

 

$

1,002,166

 

$

5,847

 

$

(8,608)

 

$

999,405

 

September 30, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

Government-sponsored entities debt*

 

$

62,996

 

$

20

 

$

(36)

 

$

62,980

 

State and municipal obligations

 

 

112,797

 

 

4,542

 

 

(15)

 

 

117,324

 

Mortgage-backed securities**

 

 

729,699

 

 

11,721

 

 

(143)

 

 

741,277

 

Corporate stocks

 

 

3,658

 

 

380

 

 

(245)

 

 

3,793

 

 

 

$

909,150

 

$

16,663

 

$

(439)

 

$

925,374

 


Gross

Gross

Amortized

Unrealized

Unrealized

Fair

 

(Dollars in thousands)

    

Cost

    

Gains

    

Losses

    

Value

 

March 31, 2024:

U.S. Treasuries

$

24,920

$

$

(333)

$

24,587

U.S. Government agencies

246,118

(22,313)

223,805

Residential mortgage-backed securities issued by U.S. government

agencies or sponsored enterprises

 

1,780,838

 

161

 

(288,576)

 

1,492,423

Residential collateralized mortgage-obligations issued by U.S. government

agencies or sponsored enterprises

611,044

4

(102,936)

508,112

Commercial mortgage-backed securities issued by U.S. government

agencies or sponsored enterprises

1,213,549

767

(202,099)

1,012,217

State and municipal obligations

 

1,127,834

 

2

 

(167,477)

 

960,359

Small Business Administration loan-backed securities

 

393,770

 

52

 

(43,779)

 

350,043

Corporate securities

30,521

(3,667)

26,854

$

5,428,594

$

986

$

(831,180)

$

4,598,400

December 31, 2023:

U.S. Treasuries

$

74,720

$

$

(830)

$

73,890

U.S. Government agencies

246,089

(21,383)

224,706

Residential mortgage-backed securities issued by U.S. government

 

agencies or sponsored enterprises

1,822,104

 

294

 

(264,092)

 

1,558,306

Residential collateralized mortgage-obligations issued by U.S. government

agencies or sponsored enterprises

626,735

(99,313)

527,422

Commercial mortgage-backed securities issued by U.S. government

agencies or sponsored enterprises

1,217,125

1,516

(194,471)

1,024,170

State and municipal obligations

1,129,750

 

2

 

(152,291)

 

977,461

Small Business Administration loan-backed securities

 

413,950

 

86

 

(42,350)

 

371,686

Corporate securities

 

30,533

(3,786)

26,747

$

5,561,006

$

1,898

$

(778,516)

$

4,784,388

* -  The Company’s government-sponsored entities holdings are comprised of debt securities offered by Federal Home Loan Mortgage Corporation (“FHLMC”) or Freddie Mac, Federal National Mortgage Association (“FNMA”) or Fannie Mae, FHLB, and Federal Farm Credit Banks (“FFCB”).  Also included in the Company’s government-sponsored entities are debt securities offered by the Small Business Administration (“SBA”), which have the full faith and credit backing of the United States Government.

** - All of the mortgage-backed securities are issued by government-sponsored entities; there are no private-label holdings.

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The following is the amortized cost and faircarrying value of other investment securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross

 

Gross

 

 

 

 

 

Amortized

 

Unrealized

 

Unrealized

 

Fair

 

Carrying

 

(Dollars in thousands)

    

Cost

    

Gains

    

Losses

    

Value

 

    

Value

 

September 30, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2024:

Federal Home Loan Bank stock

 

$

10,177

 

$

 

$

 

$

10,177

 

$

18,086

Federal Reserve Bank stock

150,261

Investment in unconsolidated subsidiaries

 

 

2,262

 

 

 

 

 

 

2,262

 

 

3,563

 

$

12,439

 

$

 —

 

$

 —

 

$

12,439

 

December 31, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

Other nonmarketable investment securities

 

15,375

$

187,285

December 31, 2023:

Federal Home Loan Bank stock

 

$

7,840

 

$

 

$

 

$

7,840

 

$

22,836

Federal Reserve Bank stock

150,261

Investment in unconsolidated subsidiaries

 

 

1,642

 

 

 

 

 

 

1,642

 

 

3,563

 

$

9,482

 

$

 —

 

$

 —

 

$

9,482

 

September 30, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal Home Loan Bank stock

 

$

7,840

 

$

 

$

 

$

7,840

 

Investment in unconsolidated subsidiaries

 

 

1,642

 

 

 

 

 

 

1,642

 

 

$

9,482

 

$

 —

 

$

 —

 

$

9,482

 

Other nonmarketable investment securities

 

15,383

$

192,043

The Company’s other investment securities consist of non-marketable equity securities that have no readily determinable market value. Accordingly, when evaluating these securities for impairment, management considers the ultimate recoverability of the par value rather than recognizing temporary declines in value. As of March 31, 2024, we determined that there was no impairment on other investment securities.

The amortized cost and fair value of debt securities at September 30, 2017March 31, 2024 by contractual maturity are detailed below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without prepayment penalties.  Corporate Stocks including equity

Securities

Securities

 

Held to Maturity

Available for Sale

 

Amortized

Fair

Amortized

Fair

 

(Dollars in thousands)

    

Cost

    

Value

    

Cost

    

Value

 

Due in one year or less

    

$

64,365

$

63,576

    

$

157,891

    

$

155,556

Due after one year through five years

 

36,550

 

32,413

 

262,765

 

246,685

Due after five years through ten years

 

468,529

 

399,174

 

1,295,555

 

1,111,329

Due after ten years

 

1,877,145

 

1,521,404

 

3,712,383

 

3,084,830

$

2,446,589

$

2,016,567

$

5,428,594

$

4,598,400

During the three months ended March 31, 2024, there were no sales of securities available for sale and preferred stocks withtherefore, there were no stated gains or losses on sale securities available for sale. During the three months ended March 31, 2023, there were gross gains of $1.3 million and gross losses of $1.3 million realized from the sale of available for sale securities.

There were no sales of held to maturity are included insecurities during the due after ten years category.three months ended March 31, 2024 or March 31, 2023.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities

 

Securities

 

 

 

Held to Maturity

 

Available for Sale

 

 

 

Amortized

 

Fair

 

Amortized

 

Fair

 

(Dollars in thousands)

    

Cost

    

Value

    

Cost

    

Value

 

Due in one year or less

    

$

2,225

 

$

2,253

    

$

12,023

    

$

12,090

 

Due after one year through five years

 

 

1,153

 

 

1,179

 

 

109,509

 

 

110,127

 

Due after five years through ten years

 

 

300

 

 

300

 

 

275,960

 

 

278,021

 

Due after ten years

 

 

 —

 

 

 —

 

 

919,535

 

 

920,441

 

 

 

$

3,678

 

$

3,732

 

$

1,317,027

 

$

1,320,679

 

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Information pertaining to the Company’sour securities with gross unrealized losses at September 30, 2017,March 31, 2024 and December 31, 2016 and September 30, 2016,2023, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less Than

 

Twelve Months

 

 

 

Twelve Months

 

or More

 

 

 

Gross

 

 

 

 

Gross

 

 

 

 

 

 

Unrealized

 

Fair

 

Unrealized

 

Fair

 

(Dollars in thousands)

    

Losses

    

Value

    

Losses

    

Value

 

September 30, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities Available for Sale

 

 

 

 

 

 

 

 

 

 

 

 

 

Government-sponsored entities debt

 

$

473

 

$

68,366

 

$

169

 

$

11,830

 

State and municipal obligations

 

 

188

 

 

21,851

 

 

 —

 

 

 —

 

Mortgage-backed securities

 

 

4,457

 

 

455,145

 

 

566

 

 

35,917

 

Corporate stocks

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 

$

5,118

 

$

545,362

 

$

735

 

$

47,747

 

December 31, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities Available for Sale

 

 

 

 

 

 

 

 

 

 

 

 

 

Government-sponsored entities debt

 

$

846

 

$

84,642

 

$

 —

 

$

 —

 

State and municipal obligations

 

 

190

 

 

11,506

 

 

 —

 

 

 —

 

Mortgage-backed securities

 

 

7,148

 

 

592,228

 

 

77

 

 

2,058

 

Corporate stocks

 

 

 —

 

 

 —

 

 

347

 

 

1,395

 

 

 

$

8,184

 

$

688,376

 

$

424

 

$

3,453

 

September 30, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities Available for Sale

 

 

 

 

 

 

 

 

 

 

 

 

 

Government-sponsored entities debt

 

$

36

 

$

11,962

 

$

 —

 

$

 —

 

State and municipal obligations

 

 

15

 

 

1,947

 

 

 —

 

 

 —

 

Mortgage-backed securities

 

 

106

 

 

56,023

 

 

37

 

 

2,325

 

Corporate stocks

 

 

 —

 

 

 —

 

 

245

 

 

1,496

 

 

 

$

157

 

$

69,932

 

$

282

 

$

3,821

 

Less Than

Twelve Months

 

Twelve Months

or More

 

Gross Unrealized

Fair

Gross Unrealized

Fair

 

(Dollars in thousands)

    

Losses

    

Value

    

Losses

    

Value

 

March 31, 2024:

Securities Held to Maturity

U.S. Government agencies

$

$

$

25,821

$

171,448

Residential mortgage-backed securities issued by U.S. government

agencies or sponsored enterprises

246,764

1,159,676

Residential collateralized mortgage-obligations issued by U.S. government

agencies or sponsored enterprises

 

 

72,593

 

365,125

Commercial mortgage-backed securities issued by U.S. government

agencies or sponsored enterprises

73,294

279,105

Small Business Administration loan-backed securities

11,550

41,213

$

$

$

430,022

$

2,016,567

Securities Available for Sale

U.S. Treasuries

$

$

$

333

$

24,597

U.S. Government agencies

22,313

223,805

Residential mortgage-backed securities issued by U.S. government

agencies or sponsored enterprises

135

8,878

288,441

1,473,944

Residential collateralized mortgage-obligations issued by U.S. government

agencies or sponsored enterprises

 

 

102,936

 

506,900

Commercial mortgage-backed securities issued by U.S. government

agencies or sponsored enterprises

 

63

14,929

202,036

932,902

State and municipal obligations

 

1,981

19,989

165,496

936,573

Small Business Administration loan-backed securities

 

62

16,734

43,717

317,469

Corporate securities

10

489

3,657

26,366

$

2,251

$

61,019

$

828,929

$

4,442,556

December 31, 2023:

Securities Held to Maturity

U.S. Government agencies

$

$

$

24,607

$

172,660

Residential mortgage-backed securities issued by U.S. government

agencies or sponsored enterprises

227,312

1,210,790

Residential collateralized mortgage-obligations issued by U.S. government

agencies or sponsored enterprises

 

 

68,139

 

376,745

Commercial mortgage-backed securities issued by U.S. government

agencies or sponsored enterprises

71,327

282,728

Small Business Administration loan-backed securities

11,319

41,814

$

$

$

402,704

$

2,084,737

Securities Available for Sale

U.S. Treasuries

$

$

$

830

$

73,890

U.S. Government agencies

21,383

224,706

Residential mortgage-backed securities issued by U.S. government

agencies or sponsored enterprises

122

9,358

263,970

1,539,208

Residential collateralized mortgage-obligations issued by U.S. government

agencies or sponsored enterprises

 

 

99,313

 

527,422

Commercial mortgage-backed securities issued by U.S. government

agencies or sponsored enterprises

91

7,959

194,380

955,059

State and municipal obligations

177

6,340

152,114

967,305

Small Business Administration loan-backed securities

128

42,447

42,222

304,770

Corporate securities

 

18

480

3,768

26,267

$

536

$

66,584

$

777,980

$

4,618,627

Management evaluatesThe Company’s valuation methodology for securities impairment is disclosed in Note 1—Summary of Significant Accounting Policies, under “Investment Securities” section, of our Annual Report on Form 10-K for other-than-temporary impairment (“OTTI”) on at least a quarterly basis, and more frequently when economic or market concerns warrant such evaluation.  Consideration is given to (1) the financial condition and near-term prospects of the issuer, (2) the outlook for receiving the contractual cash flows of the investments, (3) the length of time and the extent to which the fair value has been less than cost, (4) 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 or for a debt security whether it is more-likely-than-not that the Company will be required to sell the debt security prior to recovering its fair value, and (5) the anticipated outlook for changes in the general level of interest rates.year ended December 31, 2023. All debt securities available for sale in an unrealized loss position as of September 30, 2017March 31, 2024 continue to perform as scheduled.  As part of the Company’s evaluation of its intentscheduled and ability to hold investmentsmanagement does not believe there is a credit loss or a provision for a period of time sufficient to allow for any anticipated recovery in the market, the Company considers its investment strategy, cash flow needs, liquidity position, capital adequacy and interest rate risk position.  The Companycredit losses is necessary. Management does not currently intend to sell the securities within the portfolio and it is not more-likely-than-not that the Company will be required to sell the debt securities; therefore, management does not consider these investments to be other-than-temporarily impaired at September 30, 2017. With respect to equity securities held by the Company, the Company recorded an OTTI charge of $753,000 related to two equity securities during the third quarter of 2017.  This charge was recorded due to the fact that management made the decision to sell the two securities in the fourth quarter of 2017 and therefore, no longer had the intent to hold the investments for a period of time sufficient to allow for any anticipated recovery.

securities. Management continues to monitor all of the Company’s securities with a high degree of scrutiny. There can be no assurance that the Company will not conclude in future periods that conditions existing at that time indicate some or allSee Note 2 — Summary of its securities may be sold or are other than temporarily impaired, which would require a charge to earnings in such periods.Significant Accounting Policies for further discussion.

17


14

Table of Contents

At March 31, 2024, investment securities with a market value of $2.2 billion and a carrying value of $2.4 billion were pledged to secure public funds deposits and for other purposes required and permitted by law (excluding securities pledged to secure repurchase agreement disclosed in Note 19 — Short-Term Borrowings, under the “Securities Sold Under Agreements to Repurchase (“Repurchase agreements”)” section). Of the $2.4 billion carrying value of investment securities pledged, $2.2 billion were pledged to secure public funds deposits, $145.4 million were pledged to secure FHLB advances and $111.2 million were pledged to secure interest rate swap positions with correspondent banks. At December 31, 2023, investment securities with a market value of $3.0 billion and a carrying value of $3.2 billion were pledged to secure public funds deposits and for other purposes required and permitted by law. Of the $3.2 billion carrying value of investment securities pledged, $2.4 billion were pledged to secure public funds deposits, $729.4 million were pledged to secure FHLB advances and $115.0 million were pledged to secure interest rate swap positions with correspondent banks.

Trading Securities

At March 31, 2024 and December 31, 2023, trading securities, at estimated fair value, were as follows:

    

March 31,

December 31,

(Dollars in thousands)

    

2024

 

2023

U.S. Government agencies

$

10,352

$

1,537

Residential mortgage pass-through securities issued or guaranteed by U.S.

government agencies or sponsored enterprises

11,383

14,461

Other residential mortgage issued or guaranteed by U.S. government

 

 

agencies or sponsored enterprises

 

1,148

 

Commercial mortgage-backed securities issued by U.S. government

agencies or sponsored enterprises

8,467

State and municipal obligations

31,263

14,620

Other debt securities

3,575

703

$

66,188

$

31,321

Net gains (losses) on trading securities for the three months ended March 31, 2024 and 2023 were as follows:

    

Three Months Ended

March 31,

(Dollars in thousands)

    

2024

 

2023

Net gains (losses) on sales transaction

$

54

$

(139)

Net mark to mark gains (losses)

12

(6)

Net gains (losses) on trading securities

$

66

$

(145)

15

Table of Contents

Note 65 — Loans and Allowance for Loan Losses

The following is a summary of non-acquiredtotal loans:

March 31,

December 31,

(Dollars in thousands)

    

2024

    

2023

    

Loans:

    

    

Construction and land development (1)

$

2,437,343

$

2,923,514

Commercial non-owner occupied

 

9,112,474

 

8,571,634

Commercial owner occupied real estate

 

5,511,855

 

5,497,671

Consumer owner occupied (2)

 

6,814,472

 

6,595,005

Home equity loans

 

1,408,594

 

1,398,445

Commercial and industrial

 

5,544,131

 

5,504,539

Other income producing property

 

640,055

 

656,334

Consumer

 

1,196,895

 

1,233,650

Other loans

 

1,491

 

7,697

Total loans

 

32,667,310

 

32,388,489

Less allowance for credit losses

 

(469,654)

 

(456,573)

Loans, net

$

32,197,656

$

31,931,916

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

 

September 30,

 

(Dollars in thousands)

    

2017

    

2016

    

2016

 

Non-acquired loans:

 

 

    

 

 

    

 

 

    

 

Commercial non-owner occupied real estate:

 

 

 

 

 

 

 

 

 

 

Construction and land development

 

$

766,957

 

$

580,464

 

$

562,336

 

Commercial non-owner occupied

 

 

949,870

 

 

714,715

 

 

630,437

 

Total commercial non-owner occupied real estate

 

 

1,716,827

 

 

1,295,179

 

 

1,192,773

 

Consumer real estate:

 

 

 

 

 

 

 

 

 

 

Consumer owner occupied

 

 

1,454,758

 

 

1,197,621

 

 

1,183,441

 

Home equity loans

 

 

419,760

 

 

383,218

 

 

363,825

 

Total consumer real estate

 

 

1,874,518

 

 

1,580,839

 

 

1,547,266

 

Commercial owner occupied real estate

 

 

1,278,487

 

 

1,177,745

 

 

1,153,480

 

Commercial and industrial

 

 

781,757

 

 

671,398

 

 

617,525

 

Other income producing property

 

 

194,335

 

 

178,238

 

 

179,595

 

Consumer

 

 

371,758

 

 

324,238

 

 

305,687

 

Other loans

 

 

12,645

 

 

13,404

 

 

11,787

 

Total non-acquired loans

 

 

6,230,327

 

 

5,241,041

 

 

5,008,113

 

Less allowance for loan losses

 

 

(41,541)

 

 

(36,960)

 

 

(37,319)

 

Non-acquired loans, net

 

$

6,188,786

 

$

5,204,081

 

$

4,970,794

 

(1)Construction and land development includes loans for both commercial construction and development, as well as loans for 1-4 family residential construction and lot loans.
(2)Consumer owner occupied real estate includes loans on both 1-4 family owner occupied property, as well as loans collateralized by 1-4 family owner occupied properties with a business intent.

The following is a summary of acquired non-credit impaired loans accounted for under FASB ASC Topic 310-20, net of related discount:

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

 

September 30,

 

(Dollars in thousands)

 

2017

 

2016

 

2016

 

FASB ASC Topic 310-20 acquired loans:

    

 

    

    

 

    

    

 

    

 

Commercial non-owner occupied real estate:

 

 

 

 

 

 

 

 

 

 

Construction and land development

 

$

76,886

 

$

10,090

 

$

10,683

 

Commercial non-owner occupied

 

 

199,704

 

 

34,628

 

 

35,775

 

Total commercial non-owner occupied real estate

 

 

276,590

 

 

44,718

 

 

46,458

 

Consumer real estate:

 

 

 

 

 

 

 

 

 

 

Consumer owner occupied

 

 

492,615

 

 

408,270

 

 

435,132

 

Home equity loans

 

 

164,291

 

 

160,879

 

 

168,758

 

Total consumer real estate

 

 

656,906

 

 

569,149

 

 

603,890

 

Commercial owner occupied real estate

 

 

207,572

 

 

27,195

 

 

29,444

 

Commercial and industrial

 

 

101,427

 

 

13,641

 

 

14,201

 

Other income producing property

 

 

76,924

 

 

39,342

 

 

43,152

 

Consumer

 

 

136,136

 

 

142,654

 

 

148,512

 

Total FASB ASC Topic 310-20 acquired loans

 

$

1,455,555

 

$

836,699

 

$

885,657

 

The unamortized discount related to the acquired non-credit impaired loans totaled $20.7 million, $11.6 million, and $12.6 million at September 30, 2017, December 31, 2016, and September 30, 2016, respectively.

18


In accordance with FASB ASC Topic 310-30, the Company aggregated acquired loans that have common risk characteristics into pools of loan categories as described in theabove table below.  The following is a summary of acquired credit impaired loans accounted for under FASB ASC Topic 310-30 (identified as credit impaired at the time of acquisition), net of related discount:

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

 

September 30,

 

(Dollars in thousands)

    

2017

    

2016

    

2016

 

FASB ASC Topic 310-30 acquired loans:

 

 

    

 

 

    

 

 

    

 

Commercial loans greater than or equal to $1 million-Community Bank & Trust ("CBT")

 

$

8,439

 

$

8,617

 

$

10,958

 

Commercial real estate

 

 

199,082

 

 

210,204

 

 

220,489

 

Commercial real estate—construction and development

 

 

46,248

 

 

44,373

 

 

47,081

 

Residential real estate

 

 

249,666

 

 

258,100

 

 

268,968

 

Consumer

 

 

53,302

 

 

59,300

 

 

61,866

 

Commercial and industrial

 

 

25,796

 

 

25,347

 

 

26,658

 

Total FASB ASC Topic 310-30 acquired loans

 

 

582,533

 

 

605,941

 

 

636,020

 

Less allowance for loan losses

 

 

(3,670)

 

 

(3,395)

 

 

(3,403)

 

FASB ASC Topic 310-30 acquired loans, net

 

$

578,863

 

$

602,546

 

$

632,617

 

Contractual loan payments receivable, estimates of amounts not expected to be collected, other fair value adjustments and the resulting fair values of FASB ASC Topic 310-30 acquired loans impaired and non-impaired at the acquisition date for SBFC (January 3, 2017) are as follows:

 

 

 

 

 

 

January 3, 2017

 

 

Loans Impaired

(Dollars in thousands)

 

at Acquisition

Contractual principal and interest

    

$

73,365

Non-accretable difference

 

 

(12,912)

Cash flows expected to be collected

 

 

60,453

Accretable difference

 

 

(4,603)

Carrying value

 

$

55,850

The table above excludes $991.5 million ($1.01 billion in contractual principal less a $18.8 million fair value adjustment) in acquired loans at fair value that were identified as either performing with no discount related to the credit or as revolving lines of credit (commercial or consumer) as of the acquisition date and will be accounted for under FASB ASC Topic 310-20.

Contractual loan payments receivable, estimates of amounts not expected to be collected, other fair value adjustments and the resulting carrying values of acquired credit impaired loans as of September 30, 2017, December 31, 2016 and September 30, 2016 are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

 

September 30,

 

(Dollars in thousands)

    

2017

    

2016

    

2016

 

Contractual principal and interest

 

$

741,268

 

$

778,822

 

$

822,340

 

Non-accretable difference

 

 

(26,160)

 

 

(17,502)

 

 

(22,222)

 

Cash flows expected to be collected

 

 

715,108

 

 

761,320

 

 

800,118

 

Accretable yield

 

 

(132,575)

 

 

(155,379)

 

 

(164,098)

 

Carrying value

 

$

582,533

 

$

605,941

 

$

636,020

 

Allowance for acquired loan losses

 

$

(3,670)

 

$

(3,395)

 

$

(3,403)

 

Income on acquired credit impaired loans that are not impaired at the acquisition date is recognized in the same manner as loans impaired at the acquisition date. A portion of the fair value discount on acquired non-impaired loans has been ascribed as an accretable difference that is accreted into interest income over the estimated remaining life of the loans. The remaining nonaccretable difference represents cash flows not expected to be collected.

19


The following are changes in the carrying value of acquired credit impaired loans:

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30,

(Dollars in thousands)

    

2017

    

2016

 

Balance at beginning of period

 

$

602,546

 

$

733,870

 

Fair value of acquired loans

 

 

55,850

 

 

 —

 

Net reductions for payments, foreclosures, and accretion

 

 

(79,258)

 

 

(101,556)

 

Change in the allowance for loan losses on acquired loans

 

 

(275)

 

 

303

 

Balance at end of period, net of allowance for loan losses on acquired loans

 

$

578,863

 

$

632,617

 

The table below reflects refined accretable yield balance for acquired credit impaired loans:

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30,

(Dollars in thousands)

    

2017

    

2016

Balance at beginning of period

 

$

155,379

 

$

201,538

Addition from the SBFC acquisition

 

 

4,603

 

 

 —

Accretion

 

 

(43,873)

 

 

(56,850)

Reclass of nonaccretable difference due to improvement in expected cash flows

 

 

16,772

 

 

18,631

Other changes, net

 

 

(306)

 

 

779

Balance at end of period

 

$

132,575

 

$

164,098

In the third quarter of 2017, the accretable yield balance declined by $14.3 million as loan accretion (income) was recognized. This was partially offset by improved expected cash flows of $7.8 million during the third quarter of 2017.

Our loan loss policy adheres to GAAP as well as interagency guidance. The ALLL is based upon estimates made by management. We maintain an ALLL at a level that we believe is appropriate to cover estimated credit losses on individually evaluated loans that are determined to be impaired as well as estimated credit losses inherent in the remainder of our loan portfolio. Arriving at the allowance involves a high degree of management judgment and results in a range of estimated losses. We regularly evaluate the adequacy of the allowance through our internal risk rating system, outside credit review, and regulatory agency examinations to assess the quality of the loan portfolio and identify problem loans. The evaluation process also includes our analysis of current economic conditions, composition of the loan portfolio, past due and nonaccrual loans, concentrations of credit, lending policies and procedures, and historical loan loss experience. While management uses available information to recognize losses on loans, future additions to the allowance may be necessary based on, among other factors, changes in economic conditions in our markets. In addition, as noted above, regulatory agencies, as an integral part of their examination process, periodically review our allowances for losses on loans. These agencies may require management to recognize additions to the allowances based on their judgments about information available to them at the timeamortized cost basis for the periods March 31, 2024 and December 31, 2023, to include net deferred costs of their examination. Because$73.5 million and $68.0 million, respectively, and unamortized discount total related to loans acquired of these$47.0 million and other factors, it is possible that the allowances for losses on loans may change. The provision for loan losses is charged to expense in an amount necessary to maintain the allowance at an appropriate level.

The ALLL on non‑acquired loans consists$51.3 million, respectively. Accrued interest receivables of general$131.0 million and specific reserves. The general reserves are determined by applying loss percentages to the portfolio that are based on historical loss experience for each class of loans and management’s evaluation and “risk grading” of the loan portfolio. Additionally, the general economic and business conditions affecting key lending areas, credit quality trends, collateral values, loan volumes and concentrations, seasoning of the loan portfolio, the findings of internal and external credit reviews and results from external bank regulatory examinations are included in this evaluation. Currently, these adjustments are applied to the non‑acquired loan portfolio when estimating the level of reserve required. The specific reserves are determined on a loan‑by‑loan basis based on management’s evaluation of our exposure for each credit, given the current payment status of the loan and the value of any underlying collateral. These are loans classified by management as doubtful or substandard. For such loans that are also classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. Generally, the need for specific reserve is evaluated on impaired loans, and once a specific reserve is established for a loan, a charge off of that amount occurs in the quarter subsequent to the establishment of the specific reserve. Loans that are determined to be impaired are provided a specific reserve, if necessary, and are excluded from the calculation of the general reserves.

20


Beginning with the First Financial Holdings, Inc. (“FFHI”) acquisition in 2013, the Company segregates the acquired loan portfolio into performing loans (“non‑credit impaired) and purchased credit impaired loans. The performing loans and revolving type loans$127.0 million, respectively, are accounted for under FASB ASC 310‑20, with each loan being accountedseparately and reported in other assets for individually. The ALLL on these loans will be measuredthe periods March 31, 2024 and recorded consistent with non‑acquired loans. The acquired credit impaired loans will follow the description in the next paragraph.

In determining the acquisition date fair value of purchased loans, and in subsequent accounting, the Company generally aggregates purchased loans into pools of loans with common risk characteristics. Expected cash flows at the acquisition date in excess of the fair value of loans are recorded as interest income over the life of the loans using a level yield method if the timing and amount of the future cash flows of the pool is reasonably estimable. Subsequent to the acquisition date, increases in cash flows over those expected at the acquisition date are reclassified from the non‑accretable difference to accretable yield and recognized as interest income prospectively. Decreases in expected cash flows after the acquisition date are recognized by recording an ALLL. Management analyzes the acquired loan pools using various assessments of risk to determine an expected loss. The expected loss is derived based upon a loss given default based upon the collateral type and/or detailed review by loan officers and the probability of default that is determined based upon historical data at the loan level. All acquired loans managed by Special Asset Management are reviewed quarterly and assigned a loss given default.  Acquired loans not managed by Special Asset Management are reviewed twice a year in a similar method to the Company’s originated portfolio of loans which follow review thresholds based on risk rating categories. In the fourth quarter of 2015, the Company modified its methodology to a more granular approach in determining loss given default on substandard loans with a net book balance between $100,000 and $500,000 by adjusting the loss given default to 90% of the most current collateral valuation based on appraised value.  Substandard loans greater than $500,000 were individually assigned loss given defaults each quarter. Trends are reviewed in terms of accrual status, past due status, and weighted‑average grade of the loans within each of the accounting pools. In addition, the relationship between the change in the unpaid principal balance and change in the mark is assessed to correlate the directional consistency of the expected loss for each pool. Prior to the termination of our loss share agreements in June 2016, as discussed below, which offset the impact of the provision established for acquired loans covered under FDIC loss share agreements, the receivable from the FDIC was adjusted to reflect the indemnified portion of the post‑acquisition exposure with a corresponding credit to the provision for loan losses.

On June 23, 2016, the Bank entered into an early termination agreement with the FDIC with respect to all of its outstanding loss share agreements.  The loss share agreements were entered into with the FDIC in 2009, 2010, 2011 and 2012 either by the Bank or by First Federal Bank, which was acquired by the Bank in July of 2013.  As a result of the termination agreement, all assets previously classified as covered became uncovered effective June 23, 2016, and as a result the Bank will now recognize the full amount of future charge-offs, recoveries, gains, losses, and expenses related to these previously covered assets, as the FDIC will no longer share in these amounts.

21


An aggregated analysis of the changes in allowance for loan losses is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Non-acquired

    

Acquired Non-Credit

    

Acquired Credit

    

 

 

 

(Dollars in thousands)

 

Loans

 

Impaired Loans

 

Impaired Loans

 

Total

 

Three Months Ended September 30, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

40,149

 

$

 —

 

$

3,741

 

$

43,890

 

Loans charged-off

 

 

(1,383)

 

 

(275)

 

 

 —

 

 

(1,658)

 

Recoveries of loans previously charged off  (1)

 

 

836

 

 

279

 

 

 —

 

 

1,115

 

Net charge-offs

 

 

(547)

 

 

 4

 

 

 —

 

 

(543)

 

Provision for loan losses charged to operations

 

 

1,939

 

 

(4)

 

 

127

 

 

2,062

 

Provision for loan losses recorded through the FDIC loss share receivable

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

Reduction due to loan removals

 

 

 —

 

 

 —

 

 

(198)

 

 

(198)

 

Balance at end of period

 

$

41,541

 

$

 —

 

$

3,670

 

$

45,211

 

Three Months Ended September 30, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

36,939

 

$

 —

 

$

3,752

 

$

40,691

 

Loans charged-off

 

 

(1,108)

 

 

(280)

 

 

 —

 

 

(1,388)

 

Recoveries of loans previously charged off  (1)

 

 

713

 

 

120

 

 

 —

 

 

833

 

Net charge-offs

 

 

(395)

 

 

(160)

 

 

 —

 

 

(555)

 

Provision

 

 

775

 

 

160

 

 

(23)

 

 

912

 

Benefit attributable to FDIC loss share agreements

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

Provision for loan losses charged to operations

 

 

775

 

 

160

 

 

(23)

 

 

912

 

Provision for loan losses recorded through the FDIC loss share receivable

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

Reduction due to loan removals

 

 

 —

 

 

 —

 

 

(326)

 

 

(326)

 

Balance at end of period

 

$

37,319

 

$

 —

 

$

3,403

 

$

40,722

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Non-acquired

    

Acquired Non-Credit

    

Acquired Credit

    

 

 

 

(Dollars in thousands)

 

Loans

 

Impaired Loans

 

Impaired Loans

 

Total

 

Nine Months Ended September 30, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

36,960

 

$

 —

 

$

3,395

 

$

40,355

 

Loans charged-off

 

 

(3,972)

 

 

(1,165)

 

 

 —

 

 

(5,137)

 

Recoveries of loans previously charged off  (1)

 

 

2,041

 

 

414

 

 

 —

 

 

2,455

 

Net charge-offs

 

 

(1,931)

 

 

(751)

 

 

 —

 

 

(2,682)

 

Provision

 

 

6,512

 

 

751

 

 

819

 

 

8,082

 

Benefit attributable to FDIC loss share agreements

 

 

 

 

 —

 

 

 —

 

 

 —

 

Total provision for loan losses charged to operations

 

 

6,512

 

 

751

 

 

819

 

 

8,082

 

Provision for loan losses recorded through the FDIC loss share receivable

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

Reduction due to loan removals

 

 

 —

 

 

 —

 

 

(544)

 

 

(544)

 

Balance at end of period

 

$

41,541

 

$

 —

 

$

3,670

 

$

45,211

 

Nine Months Ended September 30, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

34,090

 

$

 —

 

$

3,706

 

$

37,796

 

Loans charged-off

 

 

(4,384)

 

 

(810)

 

 

 —

 

 

(5,194)

 

Recoveries of loans previously charged off  (1)

 

 

2,358

 

 

262

 

 

 —

 

 

2,620

 

Net charge-offs

 

 

(2,026)

 

 

(548)

 

 

 —

 

 

(2,574)

 

Provision

 

 

5,255

 

 

548

 

 

372

 

 

6,175

 

Benefit attributable to FDIC loss share agreements

 

 

 —

 

 

 —

 

 

23

 

 

23

 

Total provision for loan losses charged to operations

 

 

5,255

 

 

548

 

 

395

 

 

6,198

 

Provision for loan losses recorded through the FDIC loss share receivable

 

 

 —

 

 

 —

 

 

(23)

 

 

(23)

 

Reduction due to loan removals

 

 

 —

 

 

 —

 

 

(675)

 

 

(675)

 

Balance at end of period

 

$

37,319

 

$

 —

 

$

3,403

 

$

40,722

 

(1)

– Recoveries related to acquired credit impaired loans are recorded through other noninterest income on the consolidated statement of income and do not run through the ALLL.

22


The following tables present a disaggregated analysis of activity in the allowance for loan losses and loan balances for non-acquired loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

Construction

   

Commercial

   

Commercial

   

Consumer

   

 

 

   

 

 

   

Other Income

   

 

 

   

 

 

   

 

 

 

 

& Land

 

Non-owner

 

Owner

 

Owner

 

Home

 

Commercial

 

Producing

 

 

 

 

Other

 

 

 

(Dollars in thousands)

 

Development

 

Occupied

 

Occupied

 

Occupied

 

Equity

 

& Industrial

 

Property

 

Consumer

 

Loans

 

Total

Three Months Ended September 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2017

 

$

5,746

 

$

6,164

 

$

7,539

 

$

8,569

 

$

3,247

 

$

5,143

 

$

1,379

 

$

2,532

 

$

(170)

 

$

40,149

Charge-offs

 

 

(19)

 

 

 —

 

 

 —

 

 

 —

 

 

(17)

 

 

(440)

 

 

(10)

 

 

(897)

 

 

 —

 

 

(1,383)

Recoveries

 

 

333

 

 

80

 

 

92

 

 

65

 

 

38

 

 

31

 

 

29

 

 

168

 

 

 —

 

 

836

Provision (benefit)

 

 

(88)

 

 

(7)

 

 

479

 

 

492

 

 

(171)

 

 

469

 

 

(10)

 

 

889

 

 

(114)

 

 

1,939

Balance, September 30, 2017

 

$

5,972

 

$

6,237

 

$

8,110

 

$

9,126

 

$

3,097

 

$

5,203

 

$

1,388

 

$

2,692

 

$

(284)

 

$

41,541

Loans individually evaluated for impairment

 

$

1,266

 

$

133

 

$

64

 

$

47

 

$

116

 

$

18

 

$

211

 

$

 7

 

$

 —

 

$

1,862

Loans collectively evaluated for impairment

 

$

4,706

 

$

6,104

 

$

8,046

 

$

9,079

 

$

2,981

 

$

5,185

 

$

1,177

 

$

2,685

 

$

(284)

 

$

39,679

Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans individually evaluated for impairment

 

$

42,638

 

$

716

 

$

5,874

 

$

4,455

 

$

2,623

 

$

627

 

$

3,605

 

$

254

 

$

 —

 

$

60,792

Loans collectively evaluated for impairment

 

 

724,319

 

 

949,154

 

 

1,272,613

 

 

1,450,303

 

 

417,137

 

 

781,130

 

 

190,730

 

 

371,504

 

 

12,645

 

 

6,169,535

Total non-acquired loans

 

$

766,957

 

$

949,870

 

$

1,278,487

 

$

1,454,758

 

$

419,760

 

$

781,757

 

$

194,335

 

$

371,758

 

$

12,645

 

$

6,230,327

Three Months Ended September 30, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance , June 30, 2016

 

$

4,665

 

$

4,656

 

$

8,003

 

$

7,530

 

$

3,148

 

$

4,269

 

$

1,812

 

$

2,014

 

$

842

 

$

36,939

Charge-offs

 

 

 —

 

 

 —

 

 

(16)

 

 

(45)

 

 

 —

 

 

(31)

 

 

 —

 

 

(1,016)

 

 

 —

 

 

(1,108)

Recoveries

 

 

241

 

 

28

 

 

25

 

 

27

 

 

64

 

 

104

 

 

 8

 

 

216

 

 

 —

 

 

713

Provision (benefit)

 

 

(795)

 

 

(93)

 

 

516

 

 

338

 

 

69

 

 

368

 

 

(201)

 

 

1,094

 

 

(521)

 

 

775

Balance, September 30, 2016

 

$

4,111

 

$

4,591

 

$

8,528

 

$

7,850

 

$

3,281

 

$

4,710

 

$

1,619

 

$

2,308

 

$

321

 

$

37,319

Loans individually evaluated for impairment

 

$

359

 

$

181

 

$

65

 

$

58

 

$

38

 

$

385

 

$

289

 

$

 4

 

$

 —

 

$

1,379

Loans collectively evaluated for impairment

 

$

3,752

 

$

4,410

 

$

8,463

 

$

7,792

 

$

3,243

 

$

4,325

 

$

1,330

 

$

2,304

 

$

321

 

$

35,940

Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans individually evaluated for impairment

 

$

3,431

 

$

764

 

$

6,352

 

$

3,127

 

$

1,599

 

$

1,453

 

$

4,319

 

$

142

 

$

 —

 

$

21,187

Loans collectively evaluated for impairment

 

 

558,905

 

 

629,673

 

 

1,147,128

 

 

1,180,314

 

 

362,226

 

 

616,072

 

 

175,276

 

 

305,545

 

 

11,787

 

 

4,986,926

Total non-acquired loans

 

$

562,336

 

$

630,437

 

$

1,153,480

 

$

1,183,441

 

$

363,825

 

$

617,525

 

$

179,595

 

$

305,687

 

$

11,787

 

$

5,008,113

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Construction

    

Commercial

    

Commercial

    

Consumer

    

 

 

    

 

 

    

Other Income

    

 

 

    

 

 

    

 

 

 

 

& Land

 

Non-owner

 

Owner

 

Owner

 

Home

 

Commercial

 

Producing

 

 

 

 

Other

 

 

 

(Dollars in thousands)

 

Development

 

Occupied

 

Occupied

 

Occupied

 

Equity

 

& Industrial

 

Property

 

Consumer

 

Loans

 

Total

Nine Months Ended September 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2016

 

$

4,091

 

$

4,980

 

$

8,022

 

$

7,820

 

$

3,211

 

$

4,842

 

$

1,542

 

$

2,350

 

$

102

 

$

36,960

Charge-offs

 

 

(493)

 

 

 —

 

 

 —

 

 

(185)

 

 

(241)

 

 

(629)

 

 

(17)

 

 

(2,407)

 

 

 —

 

 

(3,972)

Recoveries

 

 

555

 

 

128

 

 

197

 

 

141

 

 

133

 

 

264

 

 

77

 

 

546

 

 

 —

 

 

2,041

Provision (benefit)

 

 

1,819

 

 

1,129

 

 

(109)

 

 

1,350

 

 

(6)

 

 

726

 

 

(214)

 

 

2,203

 

 

(386)

 

 

6,512

Balance, September 30, 2017

 

$

5,972

 

$

6,237

 

$

8,110

 

$

9,126

 

$

3,097

 

$

5,203

 

$

1,388

 

$

2,692

 

$

(284)

 

$

41,541

Nine Months Ended September 30, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2015

 

$

4,116

 

$

3,568

 

$

8,341

 

$

7,212

 

$

2,929

 

$

3,974

 

$

1,963

 

$

1,694

 

$

293

 

$

34,090

Charge-offs

 

 

(159)

 

 

 —

 

 

(117)

 

 

(174)

 

 

(767)

 

 

(358)

 

 

(7)

 

 

(2,802)

 

 

 —

 

 

(4,384)

Recoveries

 

 

848

 

 

59

 

 

46

 

 

125

 

 

239

 

 

207

 

 

47

 

 

787

 

 

 —

 

 

2,358

Provision (benefit)

 

 

(694)

 

 

964

 

 

258

 

 

687

 

 

880

 

 

887

 

 

(384)

 

 

2,629

 

 

28

 

 

5,255

Balance, September 30, 2016

 

$

4,111

 

$

4,591

 

$

8,528

 

$

7,850

 

$

3,281

 

$

4,710

 

$

1,619

 

$

2,308

 

$

321

 

$

37,319

23


The following tables present a disaggregated analysis of activity in the allowance for loan losses and loan balances for acquired non-credit impaired loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Construction

    

Commercial

    

Commercial

    

Consumer

    

 

 

    

 

 

    

Other Income

    

 

 

    

 

 

 

 

 

& Land

 

Non-owner

 

Owner

 

Owner

 

Home

 

Commercial

 

Producing

 

 

 

 

 

 

 

(Dollars in thousands)

 

Development

 

Occupied

 

Occupied

 

Occupied

 

Equity

 

& Industrial

 

Property

 

Consumer

 

Total

 

Three Months Ended September 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

Charge-offs

 

 

 —

 

 

 —

 

 

 —

 

 

(80)

 

 

(71)

 

 

(1)

 

 

 —

 

 

(123)

 

 

(275)

 

Recoveries

 

 

 1

 

 

 —

 

 

 1

 

 

 —

 

 

274

 

 

 1

 

 

 —

 

 

 2

 

 

279

 

Provision (benefit)

 

 

(1)

 

 

 —

 

 

(1)

 

 

80

 

 

(203)

 

 

 —

 

 

 —

 

 

121

 

 

(4)

 

Balance, September 30, 2017

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans individually evaluated for impairment

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

Loans collectively evaluated for impairment

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans individually evaluated for impairment

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

Loans collectively evaluated for impairment

 

 

76,886

 

 

199,704

 

 

207,572

 

 

492,615

 

 

164,291

 

 

101,427

 

 

76,924

 

 

136,136

 

 

1,455,555

 

Total  acquired non-credit impaired loans

 

$

76,886

 

$

199,704

 

$

207,572

 

$

492,615

 

$

164,291

 

$

101,427

 

$

76,924

 

$

136,136

 

$

1,455,555

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

Charge-offs

 

 

 —

 

 

 —

 

 

(3)

 

 

 —

 

 

(105)

 

 

(23)

 

 

 —

 

 

(149)

 

 

(280)

 

Recoveries

 

 

 1

 

 

 —

 

 

 —

 

 

 3

 

 

89

 

 

 1

 

 

 —

 

 

26

 

 

120

 

Provision (benefit)

 

 

(1)

 

 

 —

 

 

 3

 

 

(3)

 

 

16

 

 

22

 

 

 —

 

 

123

 

 

160

 

Balance, September 30, 2016

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans individually evaluated for impairment

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

Loans collectively evaluated for impairment

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans individually evaluated for impairment

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

Loans collectively evaluated for impairment

 

 

10,683

 

 

35,775

 

 

29,444

 

 

435,132

 

 

168,758

 

 

14,201

 

 

43,152

 

 

148,512

 

 

885,657

 

Total  acquired non-credit impaired loans

 

$

10,683

 

$

35,775

 

$

29,444

 

$

435,132

 

$

168,758

 

$

14,201

 

$

43,152

 

$

148,512

 

$

885,657

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Construction

    

Commercial

    

Commercial

    

Consumer

    

    

 

    

    

 

    

Other Income

    

    

 

    

    

 

 

 

 

& Land

 

Non-owner

 

Owner

 

Owner

 

Home

 

Commercial

 

Producing

 

 

 

 

 

 

 

(Dollars in thousands)

 

Development

 

Occupied

 

Occupied

 

Occupied

 

Equity

 

& Industrial

 

Property

 

Consumer

 

Total

 

Nine Months Ended September 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2016

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

Charge-offs

 

 

 —

 

 

 —

 

 

 —

 

 

(89)

 

 

(736)

 

 

(3)

 

 

 —

 

 

(337)

 

 

(1,165)

 

Recoveries

 

 

 3

 

 

 —

 

 

 1

 

 

42

 

 

343

 

 

 3

 

 

 1

 

 

21

 

 

414

 

Provision (benefit)

 

 

(3)

 

 

 —

 

 

(1)

 

 

47

 

 

393

 

 

 —

 

 

(1)

 

 

316

 

 

751

 

Balance, September 30, 2017

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

Nine Months Ended September 30, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2015

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

Charge-offs

 

 

 —

 

 

 —

 

 

(3)

 

 

 —

 

 

(292)

 

 

(30)

 

 

 —

 

 

(485)

 

 

(810)

 

Recoveries

 

 

 3

 

 

 —

 

 

 —

 

 

 9

 

 

197

 

 

 3

 

 

 1

 

 

49

 

 

262

 

Provision (benefit)

 

 

(3)

 

 

 —

 

 

 3

 

 

(9)

 

 

95

 

 

27

 

 

(1)

 

 

436

 

 

548

 

Balance, September 30, 2016

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

24


The following tables present a disaggregated analysis of activity in the allowance for loan losses and loan balances for acquired credit impaired loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

Commercial

   

 

 

   

Commercial

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

Loans Greater

 

 

 

 

Real Estate-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Than or Equal

 

Commercial

 

Construction and

 

Residential

 

 

 

 

Commercial

 

 

 

 

 

 

(Dollars in thousands)

 

to $1 Million-CBT

 

Real Estate

 

Development

 

Real Estate

 

Consumer

 

and Industrial

 

Single Pay

 

Total

Three Months Ended September 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2017

 

$

 —

 

$

40

 

$

92

 

$

2,741

 

$

548

 

$

320

 

$

 —

 

$

3,741

Provision (benefit) for loan losses before benefit attributable to FDIC loss share agreements

 

 

 —

 

 

(40)

 

 

133

 

 

184

 

 

(85)

 

 

(65)

 

 

 —

 

 

127

Benefit attributable to FDIC loss share agreements

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Total provision (benefit) for loan losses charged to operations

 

 

 —

 

 

(40)

 

 

133

 

 

184

 

 

(85)

 

 

(65)

 

 

 —

 

 

127

Provision for loan losses recorded through the FDIC loss share receivable

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Reduction due to loan removals

 

 

 —

 

 

 —

 

 

(36)

 

 

(149)

 

 

(1)

 

 

(12)

 

 

 —

 

 

(198)

Balance, September 30, 2017

 

$

 —

 

$

 —

 

$

189

 

$

2,776

 

$

462

 

$

243

 

$

 —

 

$

3,670

Loans individually evaluated for impairment

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

Loans collectively evaluated for impairment

 

$

 —

 

$

 —

 

$

189

 

$

2,776

 

$

462

 

$

243

 

$

 —

 

$

3,670

Loans:*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans individually evaluated for impairment

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

Loans collectively evaluated for impairment

 

 

8,439

 

 

199,082

 

 

46,248

 

 

249,666

 

 

53,302

 

 

25,796

 

 

 —

 

 

582,533

Total acquired credit impaired loans

 

$

8,439

 

$

199,082

 

$

46,248

 

$

249,666

 

$

53,302

 

$

25,796

 

$

 —

 

$

582,533

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance , June 30, 2016

 

$

 —

 

$

35

 

$

151

 

$

2,592

 

$

778

 

$

196

 

$

 —

 

$

3,752

Provision (benefit) for loan losses before benefit attributable to FDIC loss share agreements

 

 

 —

 

 

 —

 

 

 —

 

 

 2

 

 

(23)

 

 

(2)

 

 

 —

 

 

(23)

Benefit attributable to FDIC loss share agreements

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Total provision (benefit) for loan losses charged to operations

 

 

 —

 

 

 —

 

 

 —

 

 

 2

 

 

(23)

 

 

(2)

 

 

 —

 

 

(23)

Provision for loan losses recorded through the FDIC loss share receivable

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Reduction due to loan removals

 

 

 —

 

 

 5

 

 

(6)

 

 

(102)

 

 

(211)

 

 

(12)

 

 

 —

 

 

(326)

Balance, September 30, 2016

 

$

 —

 

$

40

 

$

145

 

$

2,492

 

$

544

 

$

182

 

$

 —

 

$

3,403

Loans individually evaluated for impairment

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

Loans collectively evaluated for impairment

 

$

 —

 

$

40

 

$

145

 

$

2,492

 

$

544

 

$

182

 

$

 —

 

$

3,403

Loans:*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans individually evaluated for impairment

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

Loans collectively evaluated for impairment

 

 

10,958

 

 

220,489

 

 

47,081

 

 

268,968

 

 

61,866

 

 

26,658

 

 

 —

 

 

636,020

Total acquired credit impaired loans

 

$

10,958

 

$

220,489

 

$

47,081

 

$

268,968

 

$

61,866

 

$

26,658

 

$

 —

 

$

636,020


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Commercial

    

 

 

    

Commercial

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

Loans Greater

 

 

 

 

Real Estate-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Than or Equal

 

Commercial

 

Construction and

 

Residential

 

 

 

 

Commercial

 

 

 

 

 

 

(Dollars in thousands)

 

to $1 Million-CBT

 

Real Estate

 

Development

 

Real Estate

 

Consumer

 

and Industrial

 

Single Pay

 

Total

Nine Months Ended September 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2016

 

$

 —

 

$

41

 

$

139

 

$

2,419

 

$

558

 

$

238

 

$

 —

 

$

3,395

Provision (benefit)  for loan losses before benefit attributable to FDIC loss share agreements

 

 

 —

 

 

(40)

 

 

130

 

 

743

 

 

(85)

 

 

71

 

 

 —

 

 

819

Benefit attributable to FDIC loss share agreements

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Total provision (benefit) for loan losses charged to operations

 

 

 —

 

 

(40)

 

 

130

 

 

743

 

 

(85)

 

 

71

 

 

 —

 

 

819

Provision (benefit) for loan losses recorded through the FDIC loss share receivable

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Reduction due to loan removals

 

 

 —

 

 

(1)

 

 

(80)

 

 

(386)

 

 

(11)

 

 

(66)

 

 

 —

 

 

(544)

Balance, September 30, 2017

 

$

 —

 

$

 —

 

$

189

 

$

2,776

 

$

462

 

$

243

 

$

 —

 

$

3,670

Nine Months Ended September 30, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2015

 

$

 —

 

$

56

 

$

177

 

$

2,986

 

$

313

 

$

174

 

$

 —

 

$

3,706

Provision (benefit) for loan losses before benefit attributable to FDIC loss share agreements

 

 

 —

 

 

 1

 

 

 —

 

 

(178)

 

 

511

 

 

38

 

 

 —

 

 

372

Benefit attributable to FDIC loss share agreements

 

 

 —

 

 

 —

 

 

 —

 

 

23

 

 

 —

 

 

 —

 

 

 —

 

 

23

Total provision (benefit) for loan losses charged to operations

 

 

 —

 

 

 1

 

 

 —

 

 

(155)

 

 

511

 

 

38

 

 

 —

 

 

395

Provision for loan losses recorded through the FDIC loss share receivable

 

 

 —

 

 

 —

 

 

 —

 

 

(23)

 

 

 —

 

 

 —

 

 

 —

 

 

(23)

Reduction due to loan removals

 

 

 —

 

 

(16)

 

 

(32)

 

 

(316)

 

 

(281)

 

 

(30)

 

 

 —

 

 

(675)

Balance, September 30, 2016

 

$

 —

 

$

41

 

$

145

 

$

2,492

 

$

543

 

$

182

 

$

 —

 

$

3,403

*— The carrying value of acquired credit impaired loans includes a non accretable difference which is primarily associated with the assessment of credit quality of acquired loans.

December 31, 2023.

As part of the ongoing monitoring of the credit quality of the Company’sour loan portfolio, management tracks certain credit quality indicators, including trends related to (i) the level of classified loans, (ii) net charge-offs, (iii) non-performing loans (see details below), and (iv) the general economic conditions of the markets that we serve.

25


The Company utilizes a risk grading matrix to assign a risk grade to each commercial loan. Classified loans are assessed at a minimum of its loans.every six months. A description of the general characteristics of the risk grades is as follows:

·

Pass—PassThese loans range from minimal credit risk to average, however, are still an acceptable credit risk.

·

Special mention—mentionA special mention loan has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or the institution’sBank’s credit position at some future date.

·

Substandard—SubstandardA substandard loan is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified must have a well-defined weakness, or weaknesses, that may jeopardize the liquidation of the debt. A substandard loan is characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.

·

Doubtful—DoubtfulA doubtful loan has all of the weaknesses inherent in one classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of the currently existing facts, conditions and values, highly questionable and improbable.

Construction and land development loans in the following table are on commercial and speculative real estate. Consumer owner occupied loans are collateralized by 1-4 family owner occupied properties with a business intent.

16

Table of Contents

The following table presents the credit risk profile by risk grade of commercial loans by origination year as of and for non-acquired loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction & Development

 

Commercial Non-owner Occupied

 

Commercial Owner Occupied

 

 

September 30,

 

December 31,

 

September 30,

 

September 30,

 

December 31,

 

September 30,

 

September 30,

 

December 31,

 

September 30,

 

(Dollars in thousands)

    

2017

    

2016

    

2016

    

2017

    

2016

    

2016

    

2017

    

2016

    

2016

 

Pass

 

$

755,633

 

$

567,398

 

$

548,984

 

$

939,125

 

$

701,150

 

$

615,521

 

$

1,247,881

 

$

1,149,417

 

$

1,118,421

 

Special mention

 

 

7,445

 

 

8,421

 

 

8,492

 

 

8,475

 

 

11,434

 

 

11,499

 

 

24,277

 

 

22,133

 

 

26,429

 

Substandard

 

 

3,879

 

 

4,645

 

 

4,860

 

 

2,270

 

 

2,131

 

 

3,417

 

 

6,329

 

 

6,195

 

 

8,630

 

Doubtful

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 

$

766,957

 

$

580,464

 

$

562,336

 

$

949,870

 

$

714,715

 

$

630,437

 

$

1,278,487

 

$

1,177,745

 

$

1,153,480

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial & Industrial

 

Other Income Producing Property

 

Commercial Total

 

 

 

September 30,

 

December 31,

 

September 30,

 

September 30,

 

December 31,

 

September 30,

 

September 30,

 

December 31,

 

September 30,

 

 

    

2017

    

2016

    

2016

    

2017

    

2016

    

2016

    

2017

    

2016

    

2016

 

Pass

 

$

770,975

 

$

655,157

 

$

604,058

 

$

186,639

 

$

167,025

 

$

165,451

 

$

3,900,253

 

$

3,240,147

 

$

3,052,435

 

Special mention

 

 

8,894

 

 

14,325

 

 

11,246

 

 

6,090

 

 

9,280

 

 

12,099

 

 

55,181

 

 

65,593

 

 

69,765

 

Substandard

 

 

1,888

 

 

1,916

 

 

2,221

 

 

1,606

 

 

1,933

 

 

2,045

 

 

15,972

 

 

16,820

 

 

21,173

 

Doubtful

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 

$

781,757

 

$

671,398

 

$

617,525

 

$

194,335

 

$

178,238

 

$

179,595

 

$

3,971,406

 

$

3,322,560

 

$

3,143,373

 

The following table presents the credit risk profile by risk grade of consumer loans for non-acquired loans:period ending March 31, 2024:

Term Loans

(Dollars in thousands)

Amortized Cost Basis by Origination Year

As of March 31, 2024

2024

2023

2022

2021

2020

Prior

Revolving

Total

Construction and land development

Risk rating:

Pass

$

35,066

$

473,874

$

1,000,523

$

180,743

$

10,816

$

19,062

$

50,450

$

1,770,534

Special mention

745

1,682

9,808

16,397

444

29,076

Substandard

140

12,825

252

625

13,842

Doubtful

1

5

6

Total Construction and land development

$

35,811

$

475,696

$

1,023,156

$

197,392

$

10,817

$

20,136

$

50,450

$

1,813,458

Construction and land development

Current-period gross charge-offs

$

$

$

$

$

$

1,475

$

$

1,475

Commercial non-owner occupied

Risk rating:

Pass

$

107,887

$

868,623

$

2,517,853

$

2,096,226

$

638,979

$

2,146,534

$

88,091

$

8,464,193

Special mention

251

18,178

113,268

51,150

11,975

24,327

92

219,241

Substandard

9,421

68,144

94,125

46,638

75,312

132,713

426,353

Doubtful

1

2,686

2,687

Total Commercial non-owner occupied

$

117,559

$

954,945

$

2,725,246

$

2,194,015

$

726,266

$

2,306,260

$

88,183

$

9,112,474

Commercial non-owner occupied

Current-period gross charge-offs

$

$

$

$

$

$

71

$

$

71

Commercial Owner Occupied

Risk rating:

Pass

$

109,773

$

567,722

$

1,014,720

$

1,064,707

$

625,627

$

1,736,191

$

80,895

$

5,199,635

Special mention

546

1,916

50,708

18,272

1,124

16,233

6,530

95,329

Substandard

6,055

27,372

36,626

31,846

27,093

80,001

7,890

216,883

Doubtful

3

1

4

8

Total commercial owner occupied

$

116,374

$

597,013

$

1,102,054

$

1,114,825

$

653,845

$

1,832,429

$

95,315

$

5,511,855

Commercial owner occupied

Current-period gross charge-offs

$

$

$

$

$

$

$

$

Commercial and industrial

Risk rating:

Pass

$

724,949

$

877,565

$

1,069,116

$

618,382

$

345,615

$

553,640

$

1,104,937

$

5,294,204

Special mention

590

2,281

9,120

3,476

626

4,397

17,388

37,878

Substandard

13,723

35,119

28,743

24,535

4,334

20,473

85,001

211,928

Doubtful

2

19

65

1

28

6

121

Total commercial and industrial

$

739,262

$

914,967

$

1,106,998

$

646,458

$

350,576

$

578,538

$

1,207,332

$

5,544,131

Commercial and industrial

Current-period gross charge-offs

$

$

515

$

966

$

126

$

7

$

1,106

$

420

$

3,140

Other income producing property

Risk rating:

Pass

$

12,698

$

55,905

$

125,282

$

93,363

$

49,758

$

132,751

$

41,024

$

510,781

Special mention

91

512

257

161

825

2,408

266

4,520

Substandard

615

686

3,818

2,370

401

5,511

1,570

14,971

Doubtful

Total other income producing property

$

13,404

$

57,103

$

129,357

$

95,894

$

50,984

$

140,670

$

42,860

$

530,272

Other income producing property

Current-period gross charge-offs

$

$

$

$

$

$

$

$

Consumer owner occupied

Risk rating:

Pass

$

1,274

$

18,235

$

4,270

$

3,798

$

556

$

267

$

26,917

$

55,317

Special mention

21

232

332

15

268

868

Substandard

923

24

6

1,724

150

2,827

Doubtful

1

1

Total Consumer owner occupied

$

2,218

$

18,491

$

4,602

$

3,798

$

577

$

2,260

$

27,067

$

59,013

Consumer owner occupied

Current-period gross charge-offs

$

$

$

$

$

$

$

$

Other loans

Risk rating:

Pass

$

1,491

$

$

$

$

$

$

$

1,491

Special mention

Substandard

Doubtful

Total other loans

$

1,491

$

$

$

$

$

$

$

1,491

Other loans

Current-period gross charge-offs

$

$

$

$

$

$

$

$

Total Commercial Loans

Risk rating:

Pass

$

993,138

$

2,861,924

$

5,731,764

$

4,057,219

$

1,671,351

$

4,588,445

$

1,392,314

$

21,296,155

Special mention

2,244

24,801

183,493

89,456

14,565

48,077

24,276

386,912

Substandard

30,737

131,485

176,137

105,641

107,146

241,047

94,611

886,804

Doubtful

5

19

66

3

2,724

6

2,823

Total Commercial Loans

$

1,026,119

$

3,018,215

$

6,091,413

$

4,252,382

$

1,793,065

$

4,880,293

$

1,511,207

$

22,572,694

Commercial Loans

Current-period gross charge-offs

$

$

515

$

966

$

126

$

7

$

2,652

$

420

$

4,686

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer Owner Occupied

 

Home Equity

 

Consumer

 

 

 

September 30,

 

December 31,

 

September 30,

 

September 30,

 

December 31,

 

September 30,

 

September 30,

 

December 31,

 

September 30,

 

(Dollars in thousands)

    

2017

    

2016

    

2016

    

2017

    

2016

    

2016

    

2017

    

2016

    

2016

 

Pass

 

$

1,427,278

 

$

1,167,768

 

$

1,155,481

 

$

405,945

 

$

368,655

 

$

349,382

 

$

370,258

 

$

322,654

 

$

304,117

 

Special mention

 

 

14,914

 

 

15,283

 

 

14,370

 

 

7,346

 

 

8,145

 

 

8,493

 

 

316

 

 

468

 

 

611

 

Substandard

 

 

12,566

 

 

14,570

 

 

13,590

 

 

6,469

 

 

6,418

 

 

5,950

 

 

1,184

 

 

1,116

 

 

959

 

Doubtful

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 

$

1,454,758

 

$

1,197,621

 

$

1,183,441

 

$

419,760

 

$

383,218

 

$

363,825

 

$

371,758

 

$

324,238

 

$

305,687

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

Consumer Total

 

 

    

September 30, 2017

    

December 31, 2016

    

September 30, 2016

    

September 30, 2017

    

December 31, 2016

    

September 30, 2016

 

Pass

 

$

12,645

 

$

13,404

 

$

11,787

 

$

2,216,126

 

$

1,872,481

 

$

1,820,767

 

Special mention

 

 

 —

 

 

 —

 

 

 —

 

 

22,576

 

 

23,896

 

 

23,474

 

Substandard

 

 

 —

 

 

 —

 

 

 —

 

 

20,219

 

 

22,104

 

 

20,499

 

Doubtful

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 

$

12,645

 

$

13,404

 

$

11,787

 

$

2,258,921

 

$

1,918,481

 

$

1,864,740

 

26


17

Table of Contents

The following table presents the credit risk profile by risk grade of total non-acquired loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Non-acquired Loans

 

 

 

September 30,

 

December 31,

 

September 30,

 

(Dollars in thousands)

    

2017

    

2016

    

2016

 

Pass

 

$

6,116,379

 

$

5,112,628

 

$

4,873,202

 

Special mention

 

 

77,757

 

 

89,489

 

 

93,239

 

Substandard

 

 

36,191

 

 

38,924

 

 

41,672

 

Doubtful

 

 

 —

 

 

 —

 

 

 —

 

 

 

$

6,230,327

 

$

5,241,041

 

$

5,008,113

 

The following table presents the credit risk profile by risk grade of commercial loans by origination year as of and for acquired non-credit impaired loans:the period ending December 31, 2023:

Term Loans

(Dollars in thousands)

Amortized Cost Basis by Origination Year

As of December 31, 2023

2023

2022

2021

2020

2019

Prior

Revolving

Total

Construction and land development

Risk rating:

Pass

$

480,860

$

1,036,691

$

503,433

$

19,626

$

5,585

$

19,200

$

49,191

$

2,114,586

Special mention

1,683

35,790

2,922

458

40,853

Substandard

390

46,311

765

4,285

767

52,518

Doubtful

3

5

8

Total Construction and land development

$

482,933

$

1,118,792

$

507,120

$

19,629

$

9,870

$

20,430

$

49,191

$

2,207,965

Construction and land development

Current-period gross charge-offs

$

$

$

$

204

$

$

2

$

$

206

Commercial non-owner occupied

Risk rating:

Pass

$

759,501

$

2,501,611

$

1,878,889

$

674,470

$

706,794

$

1,535,248

$

104,698

$

8,161,211

Special mention

3,376

38,854

19,899

10,044

9,872

12,976

93

95,114

Substandard

73,282

11,928

35,692

61,893

78,976

53,388

149

315,308

Doubtful

1

1

Total Commercial non-owner occupied

$

836,159

$

2,552,393

$

1,934,481

$

746,407

$

795,642

$

1,601,612

$

104,940

$

8,571,634

Commercial non-owner occupied

Current-period gross charge-offs

$

$

$

51

$

$

$

253

$

$

304

Commercial Owner Occupied

Risk rating:

Pass

$

556,192

$

1,015,236

$

1,088,976

$

635,694

$

648,082

$

1,176,796

$

88,298

$

5,209,274

Special mention

1,976

31,484

15,777

1,435

7,776

22,551

690

81,689

Substandard

24,240

37,922

26,810

26,308

20,310

63,220

7,890

206,700

Doubtful

3

1

4

8

Total commercial owner occupied

$

582,411

$

1,084,642

$

1,131,563

$

663,438

$

676,168

$

1,262,571

$

96,878

$

5,497,671

Commercial owner occupied

Current-period gross charge-offs

$

$

126

$

$

$

$

$

$

126

Commercial and industrial

Risk rating:

Pass

$

1,187,836

$

1,140,702

$

669,188

$

367,668

$

182,519

$

413,271

$

1,313,978

$

5,275,162

Special mention

2,395

7,624

3,604

2,762

3,870

898

18,300

39,453

Substandard

26,780

29,515

23,423

4,001

5,472

15,226

85,409

189,826

Doubtful

2

11

68

1

13

3

98

Total commercial and industrial

$

1,217,013

$

1,177,852

$

696,283

$

374,432

$

191,861

$

429,408

$

1,417,690

$

5,504,539

Commercial and industrial

Current-period gross charge-offs

$

7,272

$

3,171

$

13,169

$

429

$

765

$

1,637

$

1,144

$

27,587

Other income producing property

Risk rating:

Pass

$

58,012

$

129,858

$

96,743

$

51,615

$

40,988

$

105,810

$

39,701

$

522,727

Special mention

517

266

347

69

288

2,296

203

3,986

Substandard

693

5,062

2,634

588

630

5,772

2,121

17,500

Doubtful

Total other income producing property

$

59,222

$

135,186

$

99,724

$

52,272

$

41,906

$

113,878

$

42,025

$

544,213

Other income producing property

Current-period gross charge-offs

$

$

$

$

$

$

$

$

Consumer owner occupied

Risk rating:

Pass

$

18,908

$

4,509

$

2,746

$

1,293

$

287

$

315

$

25,635

$

53,693

Special mention

236

339

18

41

271

905

Substandard

24

927

1,560

182

150

2,843

Doubtful

1

1

2

Total Consumer owner occupied

$

19,168

$

4,848

$

2,764

$

2,261

$

2,118

$

498

$

25,786

$

57,443

Consumer owner occupied

Current-period gross charge-offs

$

$

$

$

$

$

$

$

Other loans

Risk rating:

Pass

$

7,697

$

$

$

$

$

$

$

7,697

Special mention

Substandard

Doubtful

Total other loans

$

7,697

$

$

$

$

$

$

$

7,697

Other loans

Current-period gross charge-offs

$

$

$

$

$

$

$

$

Total Commercial Loans

Risk rating:

Pass

$

3,069,006

$

5,828,607

$

4,239,975

$

1,750,366

$

1,584,255

$

3,250,640

$

1,621,501

$

21,344,350

Special mention

10,183

114,357

42,567

14,351

22,077

39,179

19,286

262,000

Substandard

125,409

130,738

89,324

93,717

111,233

138,555

95,719

784,695

Doubtful

5

11

69

5

23

4

117

Total Commercial Loans

$

3,204,603

$

6,073,713

$

4,371,935

$

1,858,439

$

1,717,565

$

3,428,397

$

1,736,510

$

22,391,162

Commercial Loans

Current-period gross charge-offs

$

7,272

$

3,297

$

13,220

$

633

$

765

$

1,892

$

1,144

$

28,223

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial Non-owner

 

 

 

 

 

 

 

 

 

 

 

 

Construction & Development

 

Occupied

 

Commercial Owner Occupied

 

 

 

September 30,

 

December 31,

 

September 30,

 

September 30,

 

December 31,

 

September 30,

 

September 30,

 

December 31,

 

September 30,

 

(Dollars in thousands)

    

2017

    

2016

    

2016

    

2017

    

2016

    

2016

    

2017

    

2016

    

2016

 

Pass

 

$

74,665

 

$

8,997

 

$

9,562

 

$

195,808

 

$

28,368

 

$

29,509

 

$

201,498

 

$

26,920

 

$

28,926

 

Special mention

 

 

1,403

 

 

253

 

 

278

 

 

3,806

 

 

6,171

 

 

6,173

 

 

4,048

 

 

 —

 

 

 —

 

Substandard

 

 

818

 

 

840

 

 

843

 

 

90

 

 

89

 

 

93

 

 

2,026

 

 

275

 

 

518

 

Doubtful

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 

$

76,886

 

$

10,090

 

$

10,683

 

$

199,704

 

$

34,628

 

$

35,775

 

$

207,572

 

$

27,195

 

$

29,444

 

18

Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Income Producing

 

 

 

 

 

Commercial & Industrial

 

Property

 

Commercial Total

 

 

 

September 30,

 

December 31,

 

September 30,

 

September 30,

 

December 31,

 

September 30,

 

September 30,

 

December 31,

 

September 30,

 

 

    

2017

    

2016

    

2016

    

2017

    

2016

    

2016

    

2017

    

2016

    

2016

 

Pass

 

$

95,523

 

$

13,475

 

$

14,016

 

$

74,994

 

$

38,361

 

$

42,159

 

$

642,488

 

$

116,121

 

$

124,172

 

Special mention

 

 

5,385

 

 

117

 

 

122

 

 

1,208

 

 

273

 

 

276

 

 

15,850

 

 

6,814

 

 

6,849

 

Substandard

 

 

519

 

 

49

 

 

63

 

 

722

 

 

708

 

 

717

 

 

4,175

 

 

1,961

 

 

2,234

 

Doubtful

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 

$

101,427

 

$

13,641

 

$

14,201

 

$

76,924

 

$

39,342

 

$

43,152

 

$

662,513

 

$

124,896

 

$

133,255

 

For the consumer segment, delinquency of a loan is determined by past due status. Consumer loans are automatically placed on nonaccrual status once the loan is 90 days past due. Construction and land development loans are on 1-4 family residential properties and lots.

The following table presents the credit risk profile by past due status of consumer loans by origination year as of and for the period ending March 31, 2024:

Term Loans

(Dollars in thousands)

Amortized Cost Basis by Origination Year

As of March 31, 2024

2024

2023

2022

2021

2020

Prior

Revolving

Total

Consumer owner occupied

Days past due:

Current

$

179,144

$

1,025,871

$

2,226,767

$

1,626,546

$

616,378

$

1,059,905

$

$

6,734,611

30 days past due

1,471

3,070

1,617

402

3,234

9,794

60 days past due

195

160

328

224

339

1,246

90 days past due

1,156

2,916

975

1,495

3,266

9,808

Total Consumer owner occupied

$

179,144

$

1,028,693

$

2,232,913

$

1,629,466

$

618,499

$

1,066,744

$

$

6,755,459

Consumer owner occupied

Current-period gross charge-offs

$

$

108

$

182

$

$

12

$

41

$

$

343

Home equity loans

Days past due:

Current

$

2,263

$

6,032

$

5,453

$

2,604

$

1,420

$

12,653

$

1,371,195

$

1,401,620

30 days past due

147

11

174

983

1,481

2,796

60 days past due

69

53

216

1,482

1,820

90 days past due

71

302

283

427

709

566

2,358

Total Home equity loans

$

2,263

$

6,319

$

5,766

$

3,114

$

1,847

$

14,561

$

1,374,724

$

1,408,594

Home equity loans

Current-period gross charge-offs

$

$

$

$

$

$

110

$

$

110

Consumer

Days past due:

Current

$

46,549

$

277,649

$

279,610

$

128,520

$

68,194

$

191,345

$

186,563

$

1,178,430

30 days past due

6

523

447

30

157

1,568

6,751

9,482

60 days past due

188

159

74

8

512

4,138

5,079

90 days past due

323

164

45

161

1,057

2,154

3,904

Total consumer

$

46,555

$

278,683

$

280,380

$

128,669

$

68,520

$

194,482

$

199,606

$

1,196,895

Consumer

Current-period gross charge-offs

$

$

279

$

547

$

86

$

10

$

210

$

1,365

$

2,497

Construction and land development

Days past due:

Current

$

8,360

$

150,103

$

338,834

$

89,736

$

16,412

$

20,306

$

$

623,751

30 days past due

60 days past due

47

63

110

90 days past due

1

23

24

Total Construction and land development

$

8,360

$

150,103

$

338,881

$

89,736

$

16,413

$

20,392

$

$

623,885

Construction and land development

Current-period gross charge-offs

$

$

$

304

$

$

$

$

$

304

Other income producing property

Days past due:

Current

$

1,119

$

6,292

$

42,762

$

17,490

$

4,119

$

37,399

$

197

$

109,378

30 days past due

271

271

60 days past due

13

13

90 days past due

121

121

Total other income producing property

$

1,119

$

6,292

$

42,762

$

17,490

$

4,119

$

37,804

$

197

$

109,783

Other income producing property

Current-period gross charge-offs

$

$

$

$

$

$

$

$

Total Consumer Loans

Days past due:

Current

$

237,435

$

1,465,947

$

2,893,426

$

1,864,896

$

706,523

$

1,321,608

$

1,557,955

$

10,047,790

30 days past due

6

2,141

3,528

1,821

559

6,056

8,232

22,343

60 days past due

452

366

455

232

1,143

5,620

8,268

90 days past due

1,550

3,382

1,303

2,084

5,176

2,720

16,215

Total Consumer Loans

$

237,441

$

1,470,090

$

2,900,702

$

1,868,475

$

709,398

$

1,333,983

$

1,574,527

$

10,094,616

Consumer Loans

Current-period gross charge-offs

$

$

387

$

1,033

$

86

$

22

$

361

$

1,365

$

3,254

The following table presents the credit risk profile by past due status of total loans by origination year as of and for the period ending March 31, 2024:

Term Loans

(Dollars in thousands)

Amortized Cost Basis by Origination Year

As of March 31, 2024

2024

2023

2022

2021

2020

Prior

Revolving

Total

Total Loans

$

1,263,560

$

4,488,305

$

8,992,115

$

6,120,857

$

2,502,463

$

6,214,276

$

3,085,734

$

32,667,310

Current-period gross charge-offs

$

$

902

$

1,999

$

212

$

29

$

3,013

$

1,785

$

7,940

19

Table of Contents

The following table presents the credit risk profile by risk gradepast due status of consumer loans by origination year as of and for acquired non-credit impaired loans:the period ending December 31, 2023:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer Owner Occupied

 

Home Equity

 

Consumer

 

 

 

September 30,

 

December 31,

 

September 30,

 

September 30,

 

December 31,

 

September 30,

 

September 30,

 

December 31,

 

September 30,

 

(Dollars in thousands)

    

2017

    

2016

    

2016

    

2017

    

2016

    

2016

    

2017

    

2016

    

2016

 

Pass

 

$

487,393

 

$

404,761

 

$

431,712

 

$

154,461

 

$

151,752

 

$

158,672

 

$

132,962

 

$

139,686

 

$

145,594

 

Special mention

 

 

2,502

 

 

1,326

 

 

759

 

 

5,077

 

 

4,113

 

 

5,340

 

 

1,141

 

 

1,102

 

 

1,118

 

Substandard

 

 

2,720

 

 

2,183

 

 

2,661

 

 

4,753

 

 

5,014

 

 

4,746

 

 

2,033

 

 

1,866

 

 

1,800

 

Doubtful

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 

$

492,615

 

$

408,270

 

$

435,132

 

$

164,291

 

$

160,879

 

$

168,758

 

$

136,136

 

$

142,654

 

$

148,512

 

Term Loans

(Dollars in thousands)

Amortized Cost Basis by Origination Year

As of December 31, 2023

2023

2022

2021

2020

2019

Prior

Revolving

Total

Consumer owner occupied

Days past due:

Current

$

1,019,956

$

2,125,156

$

1,641,518

$

628,107

$

288,304

$

809,419

$

$

6,512,460

30 days past due

1,589

2,268

1,524

654

707

4,012

10,754

60 days past due

766

528

680

813

2,787

90 days past due

1,280

2,538

1,089

1,689

315

4,650

11,561

Total Consumer owner occupied

$

1,022,825

$

2,130,728

$

1,644,659

$

631,130

$

289,326

$

818,894

$

$

6,537,562

Consumer owner occupied

Current-period gross charge-offs

$

68

$

90

$

27

$

$

$

2

$

$

187

Home equity loans

Days past due:

Current

$

6,551

$

6,454

$

2,887

$

1,396

$

1,003

$

11,518

$

1,358,829

$

1,388,638

30 days past due

60

132

21

44

539

5,860

6,656

60 days past due

12

104

458

1,268

1,842

90 days past due

117

27

194

1

672

298

1,309

Total Home equity loans

$

6,728

$

6,454

$

3,058

$

1,715

$

1,048

$

13,187

$

1,366,255

$

1,398,445

Home equity loans

Current-period gross charge-offs

$

$

$

$

64

$

$

29

$

84

$

177

Consumer

Days past due:

Current

$

299,871

$

305,283

$

141,369

$

75,213

$

60,265

$

143,725

$

182,608

$

1,208,334

30 days past due

443

321

247

142

137

1,384

10,757

13,431

60 days past due

64

254

152

4

4

973

6,420

7,871

90 days past due

93

395

174

196

110

1,108

1,938

4,014

Total consumer

$

300,471

$

306,253

$

141,942

$

75,555

$

60,516

$

147,190

$

201,723

$

1,233,650

Consumer

Current-period gross charge-offs

$

373

$

1,586

$

571

$

280

$

217

$

537

$

8,478

$

12,042

Construction and land development

Days past due:

Current

$

135,739

$

425,276

$

111,205

$

20,322

$

8,555

$

14,265

$

$

715,362

30 days past due

111

111

60 days past due

90 days past due

1

75

76

Total Construction and land development

$

135,739

$

425,276

$

111,205

$

20,434

$

8,555

$

14,340

$

$

715,549

Construction and land development

Current-period gross charge-offs

$

$

$

$

$

$

19

$

$

19

Other income producing property

Days past due:

Current

$

6,310

$

43,022

$

18,536

$

4,331

$

2,537

$

36,911

$

280

$

111,927

30 days past due

67

67

60 days past due

90 days past due

127

127

Total other income producing property

$

6,310

$

43,022

$

18,536

$

4,331

$

2,537

$

37,105

$

280

$

112,121

Other income producing property

Current-period gross charge-offs

$

$

$

$

$

$

$

$

Total Consumer Loans

Days past due:

Current

$

1,468,427

$

2,905,191

$

1,915,515

$

729,369

$

360,664

$

1,015,838

$

1,541,717

$

9,936,721

30 days past due

2,092

2,589

1,903

928

888

6,002

16,617

31,019

60 days past due

64

1,020

692

788

4

2,244

7,688

12,500

90 days past due

1,490

2,933

1,290

2,080

426

6,632

2,236

17,087

Total Consumer Loans

$

1,472,073

$

2,911,733

$

1,919,400

$

733,165

$

361,982

$

1,030,716

$

1,568,258

$

9,997,327

Consumer Loans

Current-period gross charge-offs

$

441

$

1,676

$

598

$

344

$

217

$

587

$

8,562

$

12,425

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer Total

 

 

 

September 30,

 

December 31,

 

September 30,

 

 

    

2017

    

2016

    

2016

 

Pass

 

$

774,816

 

$

696,199

 

$

735,978

 

Special mention

 

 

8,720

 

 

6,541

 

 

7,217

 

Substandard

 

 

9,506

 

 

9,063

 

 

9,207

 

Doubtful

 

 

 —

 

 

 —

 

 

 —

 

 

 

$

793,042

 

$

711,803

 

$

752,402

 

27


The following table presents the credit risk profile by risk gradepast due status of total acquired non-credit impaired loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Acquired

 

 

 

Non-credit Impaired Loans

 

 

 

September 30,

 

December 31,

 

September 30,

 

(Dollars in thousands)

    

2017

    

2016

    

2016

 

Pass

 

$

1,417,304

 

$

812,320

 

$

860,150

 

Special mention

 

 

24,570

 

 

13,355

 

 

14,066

 

Substandard

 

 

13,681

 

 

11,024

 

 

11,441

 

Doubtful

 

 

 —

 

 

 —

 

 

 —

 

 

 

$

1,455,555

 

$

836,699

 

$

885,657

 

The following table presentsloans by origination year as of and for the credit risk profile by risk grade of acquired credit impaired loans (identified as credit-impaired at the time of acquisition), net of the related discount (this table should be read in conjunction with the allowance for acquired credit impaired loan losses table found on page 25):period ending December 31, 2023:

Term Loans

(Dollars in thousands)

Amortized Cost Basis by Origination Year

As of December 31, 2023

2023

2022

2021

2020

2019

Prior

Revolving

Total

Total Loans

$

4,676,676

$

8,985,446

$

6,291,335

$

2,591,604

$

2,079,547

$

4,459,113

$

3,304,768

$

32,388,489

Current-period gross charge-offs

$

7,713

$

4,973

$

13,818

$

977

$

982

$

2,479

$

9,706

$

40,648

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial Loans Greater

 

 

 

 

 

 

 

 

 

 

Commercial Real Estate—

 

 

 

Than or Equal to

 

 

 

 

 

 

 

 

 

 

Construction and

 

 

 

$1 million-CBT

 

Commercial Real Estate

 

Development

 

 

    

September 30,

 

December 31,

 

September 30,

 

September 30,

 

December 31,

 

September 30,

 

September 30,

 

December 31,

 

September 30,

 

(Dollars in thousands)

    

2017

    

2016

    

2016

    

2017

    

2016

    

2016

    

2017

    

2016

    

2016

 

Pass

 

$

8,120

 

$

8,297

 

$

9,616

 

$

152,305

 

$

162,870

 

$

164,737

 

$

26,666

 

$

21,150

 

$

20,889

 

Special mention

 

 

 —

 

 

 —

 

 

1,000

 

 

22,638

 

 

26,238

 

 

32,081

 

 

6,455

 

 

12,643

 

 

14,092

 

Substandard

 

 

319

 

 

320

 

 

342

 

 

24,139

 

 

21,096

 

 

23,671

 

 

13,127

 

 

10,580

 

 

12,100

 

Doubtful

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 

$

8,439

 

$

8,617

 

$

10,958

 

$

199,082

 

$

210,204

 

$

220,489

 

$

46,248

 

$

44,373

 

$

47,081

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential Real Estate

 

Consumer

 

Commercial & Industrial

 

 

 

September 30,

 

December 31,

 

September 30,

 

September 30,

 

December 31,

 

September 30,

 

September 30,

 

December 31,

 

September 30,

 

 

    

2017

    

2016

    

2016

    

2017

    

2016

    

2016

    

2017

    

2016

    

2016

 

Pass

 

$

133,969

 

$

138,343

 

$

143,946

 

$

8,261

 

$

8,513

 

$

9,072

 

$

15,755

 

$

17,371

 

$

18,715

 

Special mention

 

 

50,488

 

 

52,546

 

 

54,597

 

 

17,733

 

 

19,685

 

 

20,635

 

 

1,397

 

 

4,614

 

 

4,476

 

Substandard

 

 

65,209

 

 

67,211

 

 

70,425

 

 

27,308

 

 

31,102

 

 

32,159

 

 

8,644

 

 

3,362

 

 

3,467

 

Doubtful

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 

$

249,666

 

$

258,100

 

$

268,968

 

$

53,302

 

$

59,300

 

$

61,866

 

$

25,796

 

$

25,347

 

$

26,658

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Acquired

 

 

 

Credit Impaired Loans

 

 

 

September 30,

 

December 31,

 

September 30,

 

 

    

2017

    

2016

    

2016

 

Pass

 

$

345,076

 

$

356,544

 

$

366,975

 

Special mention

 

 

98,711

 

 

115,726

 

 

126,881

 

Substandard

 

 

138,746

 

 

133,671

 

 

142,164

 

Doubtful

 

 

 —

 

 

 —

 

 

 —

 

 

 

$

582,533

 

$

605,941

 

$

636,020

 

The risk grading of acquired credit impaired loans is determined utilizing a loan’s contractual balance, while the amount recorded in the financial statements and reflected above is the carrying value.  In an FDIC-assisted acquisition, covered acquired loans are initially recorded at their fair value, including a credit discount due to the high concentration of substandard and doubtful loans.  Note that all covered acquired loans are now uncovered due to the early termination agreement with the FDIC on June 23, 2016.

28


20

Table of Contents

The following table presents an aging analysis of past due accruing loans, segregated by class for non-acquired loans:class.

30 - 59 Days

    

60 - 89 Days

    

90+ Days

    

Total

    

    

Non-

Total

(Dollars in thousands)

Past Due

Past Due

Past Due

Past Due

Current

Accruing

Loans

March 31, 2024

Construction and land development

$

45

$

63

$

$

108

$

2,435,673

$

1,562

$

2,437,343

Commercial non-owner occupied

 

4,175

 

7,895

 

70

 

12,140

 

9,092,461

 

7,873

 

9,112,474

Commercial owner occupied

 

9,183

1,252

 

80

 

10,515

 

5,446,445

 

54,895

 

5,511,855

Consumer owner occupied

 

6,682

 

80

 

 

6,762

 

6,782,182

 

25,528

 

6,814,472

Home equity loans

 

2,106

 

1,226

 

 

3,332

 

1,398,638

 

6,624

 

1,408,594

Commercial and industrial

 

22,510

 

7,243

 

2,482

 

32,235

 

5,447,024

 

64,872

 

5,544,131

Other income producing property

 

313

 

52

 

 

365

 

636,958

 

2,732

 

640,055

Consumer

 

9,253

 

4,776

 

 

14,029

 

1,177,312

 

5,554

 

1,196,895

Other loans

 

 

 

 

 

1,491

 

 

1,491

$

54,267

$

22,587

$

2,632

$

79,486

$

32,418,184

$

169,640

$

32,667,310

December 31, 2023

Construction and land development

$

624

$

$

$

624

$

2,921,457

$

1,433

$

2,923,514

Commercial non-owner occupied

 

2,194

 

123

 

1,378

 

3,695

 

8,546,630

 

21,309

 

8,571,634

Commercial owner occupied

 

3,852

1,141

 

988

 

5,981

 

5,446,803

 

44,887

 

5,497,671

Consumer owner occupied

7,903

 

552

 

920

 

9,375

 

6,560,359

 

25,271

 

6,595,005

Home equity loans

 

6,500

 

1,326

 

 

7,826

 

1,385,687

 

4,932

 

1,398,445

Commercial and industrial

 

25,231

 

7,194

 

9,193

 

41,618

 

5,399,390

 

63,531

 

5,504,539

Other income producing property

 

569

 

570

 

 

1,139

 

651,993

 

3,202

 

656,334

Consumer

 

13,212

 

7,370

 

 

20,582

 

1,207,411

 

5,657

 

1,233,650

Other loans

 

 

 

 

 

7,697

 

 

7,697

$

60,085

$

18,276

$

12,479

$

90,840

$

32,127,427

$

170,222

$

32,388,489

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

30 - 59 Days

    

60 - 89 Days

    

90+ Days

    

Total

    

 

 

    

Total

(Dollars in thousands)

 

Past Due

 

Past Due

 

Past Due

 

Past Due

 

Current

 

Loans

September 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction and land development

 

$

728

 

$

76

 

$

483

 

$

1,287

 

$

765,670

 

$

766,957

Commercial non-owner occupied

 

 

26

 

 

567

 

 

85

 

 

678

 

 

949,192

 

 

949,870

Commercial owner occupied

 

 

2,382

 

 

300

 

 

1,824

 

 

4,506

 

 

1,273,981

 

 

1,278,487

Consumer real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer owner occupied

 

 

2,587

 

 

1,514

 

 

1,073

 

 

5,174

 

 

1,449,584

 

 

1,454,758

Home equity loans

 

 

841

 

 

416

 

 

1,361

 

 

2,618

 

 

417,142

 

 

419,760

Commercial and industrial

 

 

772

 

 

1,162

 

 

92

 

 

2,026

 

 

779,731

 

 

781,757

Other income producing property

 

 

76

 

 

100

 

 

252

 

 

428

 

 

193,907

 

 

194,335

Consumer

 

 

541

 

 

110

 

 

441

 

 

1,092

 

 

370,666

 

 

371,758

Other loans

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

12,645

 

 

12,645

 

 

$

7,953

 

$

4,245

 

$

5,611

 

$

17,809

 

$

6,212,518

 

$

6,230,327

December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction and land development

 

$

256

 

$

313

 

$

1,026

 

$

1,595

 

$

578,869

 

$

580,464

Commercial non-owner occupied

 

 

647

 

 

232

 

 

137

 

 

1,016

 

 

713,699

 

 

714,715

Commercial owner occupied

 

 

1,272

 

 

957

 

 

1,478

 

 

3,707

 

 

1,174,038

 

 

1,177,745

Consumer real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer owner occupied

 

 

1,473

 

 

246

 

 

1,454

 

 

3,173

 

 

1,194,448

 

 

1,197,621

Home equity loans

 

 

566

 

 

889

 

 

838

 

 

2,293

 

 

380,925

 

 

383,218

Commercial and industrial

 

 

1,033

 

 

216

 

 

345

 

 

1,594

 

 

669,804

 

 

671,398

Other income producing property

 

 

310

 

 

94

 

 

147

 

 

551

 

 

177,687

 

 

178,238

Consumer

 

 

666

 

 

355

 

 

395

 

 

1,416

 

 

322,822

 

 

324,238

Other loans

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

13,404

 

 

13,404

 

 

$

6,223

 

$

3,302

 

$

5,820

 

$

15,345

 

$

5,225,696

 

$

5,241,041

September 30, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction and land development

 

$

548

 

$

249

 

$

1,079

 

$

1,876

 

$

560,460

 

$

562,336

Commercial non-owner occupied

 

 

655

 

 

768

 

 

207

 

 

1,630

 

 

628,807

 

 

630,437

Commercial owner occupied

 

 

1,795

 

 

71

 

 

1,267

 

 

3,133

 

 

1,150,347

 

 

1,153,480

Consumer real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer owner occupied

 

 

1,549

 

 

894

 

 

1,682

 

 

4,125

 

 

1,179,316

 

 

1,183,441

Home equity loans

 

 

1,000

 

 

186

 

 

832

 

 

2,018

 

 

361,807

 

 

363,825

Commercial and industrial

 

 

229

 

 

739

 

 

674

 

 

1,642

 

 

615,883

 

 

617,525

Other income producing property

 

 

318

 

 

187

 

 

413

 

 

918

 

 

178,677

 

 

179,595

Consumer

 

 

286

 

 

430

 

 

302

 

 

1,018

 

 

304,669

 

 

305,687

Other loans

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

11,787

 

 

11,787

 

 

$

6,380

 

$

3,524

 

$

6,456

 

$

16,360

 

$

4,991,753

 

$

5,008,113

29


Table of Contents

The following table presents an aging analysisis a summary of past dueinformation pertaining to nonaccrual loans segregated by class, including loans modified for acquired non-credit impaired loans:borrowers with financial difficulty as of March 31, 2024 and December 31, 2023:

March 31,

Greater than

Non-accrual

December 31,

(Dollars in thousands)

2024

90 Days Accruing(1)

    

with no allowance(1)

 

2023

    

Construction and land development

$

1,562

$

$

$

1,433

Commercial non-owner occupied

 

7,873

70

 

2,799

 

21,309

Commercial owner occupied real estate

 

54,895

80

 

20,675

 

44,887

Consumer owner occupied

 

25,528

 

 

25,271

Home equity loans

 

6,624

 

 

4,932

Commercial and industrial

 

64,872

2,482

 

27,065

 

63,531

Other income producing property

 

2,732

 

 

3,202

Consumer

 

5,554

 

 

5,657

Total loans on nonaccrual status

$

169,640

$

2,632

$

50,539

$

170,222

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

30 - 59 Days

    

60 - 89 Days

    

90+ Days

    

Total

    

 

 

    

Total

(Dollars in thousands)

 

Past Due

 

Past Due

 

Past Due

 

Past Due

 

Current

 

Loans

September 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction and land development

 

$

117

 

$

199

 

$

225

 

$

541

 

$

76,345

 

$

76,886

Commercial non-owner occupied

 

 

618

 

 

 —

 

 

 —

 

 

618

 

 

199,086

 

 

199,704

Commercial owner occupied

 

 

330

 

 

97

 

 

893

 

 

1,320

 

 

206,252

 

 

207,572

Consumer real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer owner occupied

 

 

1,404

 

 

535

 

 

761

 

 

2,700

 

 

489,915

 

 

492,615

Home equity loans

 

 

1,240

 

 

455

 

 

999

 

 

2,694

 

 

161,597

 

 

164,291

Commercial and industrial

 

 

749

 

 

464

 

 

98

 

 

1,311

 

 

100,116

 

 

101,427

Other income producing property

 

 

164

 

 

64

 

 

37

 

 

265

 

 

76,659

 

 

76,924

Consumer

 

 

364

 

 

814

 

 

620

 

 

1,798

 

 

134,338

 

 

136,136

 

 

$

4,986

 

$

2,628

 

$

3,633

 

$

11,247

 

$

1,444,308

 

$

1,455,555

December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction and land development

 

$

 4

 

$

 —

 

$

160

 

$

164

 

$

9,926

 

$

10,090

Commercial non-owner occupied

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

34,628

 

 

34,628

Commercial owner occupied

 

 

 —

 

 

 —

 

 

106

 

 

106

 

 

27,089

 

 

27,195

Consumer real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer owner occupied

 

 

330

 

 

113

 

 

256

 

 

699

 

 

407,571

 

 

408,270

Home equity loans

 

 

476

 

 

941

 

 

741

 

 

2,158

 

 

158,721

 

 

160,879

Commercial and industrial

 

 

 2

 

 

 —

 

 

 —

 

 

 2

 

 

13,639

 

 

13,641

Other income producing property

 

 

131

 

 

 1

 

 

 —

 

 

132

 

 

39,210

 

 

39,342

Consumer

 

 

437

 

 

210

 

 

576

 

 

1,223

 

 

141,431

 

 

142,654

 

 

$

1,380

 

$

1,265

 

$

1,839

 

$

4,484

 

$

832,215

 

$

836,699

September 30, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction and land development

 

$

 5

 

$

 —

 

$

160

 

$

165

 

$

10,518

 

$

10,683

Commercial non-owner occupied

 

 

 —

 

 

28

 

 

 —

 

 

28

 

 

35,747

 

 

35,775

Commercial owner occupied

 

 

326

 

 

110

 

 

302

 

 

738

 

 

28,706

 

 

29,444

Consumer real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer owner occupied

 

 

140

 

 

417

 

 

221

 

 

778

 

 

434,354

 

 

435,132

Home equity loans

 

 

719

 

 

207

 

 

921

 

 

1,847

 

 

166,911

 

 

168,758

Commercial and industrial

 

 

38

 

 

 —

 

 

 —

 

 

38

 

 

14,163

 

 

14,201

Other income producing property

 

 

26

 

 

 —

 

 

 —

 

 

26

 

 

43,126

 

 

43,152

Consumer

 

 

409

 

 

97

 

 

549

 

 

1,055

 

 

147,457

 

 

148,512

 

 

$

1,663

 

$

859

 

$

2,153

 

$

4,675

 

$

880,982

 

$

885,657

(1)Greater than 90 days accruing and non-accrual with no allowance loans at March 31, 2024.

There is no interest income recognized during the period on nonaccrual loans. The Company follows its nonaccrual policy by reversing contractual interest income in the income statement when the Company places a loan on nonaccrual status. Loans on nonaccrual status in which there is no allowance assigned are individually evaluated loans that do not carry a specific reserve. See Note 2Summary of Significant Accounting Policies for further detailed descriptions on individually evaluated loans.

30


Table of Contents

The following table presents an aging analysis of past due loans, segregated by class for acquired credit impaired loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

30 - 59 Days

    

60 - 89 Days

    

90+ Days

    

Total

    

 

 

    

Total

(Dollars in thousands)

 

Past Due

 

Past Due

 

Past Due

 

Past Due

 

Current

 

Loans

September 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial loans greater than or equal to $1 million-CBT

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

8,439

 

$

8,439

Commercial real estate

 

 

2,018

 

 

404

 

 

1,427

 

 

3,849

 

 

195,233

 

 

199,082

Commercial real estate—construction and development

 

 

22

 

 

234

 

 

3,239

 

 

3,495

 

 

42,753

 

 

46,248

Residential real estate

 

 

3,608

 

 

2,750

 

 

7,148

 

 

13,506

 

 

236,160

 

 

249,666

Consumer

 

 

670

 

 

259

 

 

943

 

 

1,872

 

 

51,430

 

 

53,302

Commercial and industrial

 

 

314

 

 

571

 

 

361

 

 

1,246

 

 

24,550

 

 

25,796

 

 

$

6,632

 

$

4,218

 

$

13,118

 

$

23,968

 

$

558,565

 

$

582,533

December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial loans greater than or equal to $1 million-CBT

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

8,617

 

$

8,617

Commercial real estate

 

 

573

 

 

357

 

 

2,667

 

 

3,597

 

 

206,607

 

 

210,204

Commercial real estate—construction and development

 

 

168

 

 

489

 

 

3,612

 

 

4,269

 

 

40,104

 

 

44,373

Residential real estate

 

 

4,688

 

 

1,105

 

 

6,777

 

 

12,570

 

 

245,530

 

 

258,100

Consumer

 

 

1,412

 

 

381

 

 

1,231

 

 

3,024

 

 

56,276

 

 

59,300

Commercial and industrial

 

 

46

 

 

24

 

 

536

 

 

606

 

 

24,741

 

 

25,347

 

 

$

6,887

 

$

2,356

 

$

14,823

 

$

24,066

 

$

581,875

 

$

605,941

September 30, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial loans greater than or equal to $1 million-CBT

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

10,958

 

$

10,958

Commercial real estate

 

 

896

 

 

238

 

 

2,813

 

 

3,947

 

 

216,542

 

 

220,489

Commercial real estate—construction and development

 

 

266

 

 

1,971

 

 

1,137

 

 

3,374

 

 

43,707

 

 

47,081

Residential real estate

 

 

4,260

 

 

2,015

 

 

5,717

 

 

11,992

 

 

256,976

 

 

268,968

Consumer

 

 

1,124

 

 

332

 

 

1,233

 

 

2,689

 

 

59,177

 

 

61,866

Commercial and industrial

 

 

10

 

 

30

 

 

637

 

 

677

 

 

25,981

 

 

26,658

 

 

$

6,556

 

$

4,586

 

$

11,537

 

$

22,679

 

$

613,341

 

$

636,020

31


Table of Contents

The following is a summary of certain information pertainingcollateral dependent loans, by type of collateral, and the extent to impaired non-acquired loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Unpaid

    

Recorded

    

Gross

    

 

 

    

 

 

 

 

Contractual

 

Investment

 

Recorded

 

Total

 

 

 

 

 

Principal

 

With No

 

Investment

 

Recorded

 

Related

(Dollars in thousands)

 

Balance

 

Allowance

 

With Allowance

 

Investment

 

Allowance

September 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction and land development

 

$

46,664

 

$

954

 

$

41,684

 

$

42,638

 

$

1,266

Commercial non-owner occupied

 

 

2,361

 

 

207

 

 

509

 

 

716

 

 

133

Commercial owner occupied

 

 

9,504

 

 

3,936

 

 

1,938

 

 

5,874

 

 

64

Consumer real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer owner occupied

 

 

5,986

 

 

1,369

 

 

3,086

 

 

4,455

 

 

47

Home equity loans

 

 

3,184

 

 

716

 

 

1,907

 

 

2,623

 

 

116

Commercial and industrial

 

 

1,753

 

 

 —

 

 

627

 

 

627

 

 

18

Other income producing property

 

 

4,334

 

 

 —

 

 

3,605

 

 

3,605

 

 

211

Consumer

 

 

623

 

 

 —

 

 

254

 

 

254

 

 

 7

Other loans

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Total

 

$

74,409

 

$

7,182

 

$

53,610

 

$

60,792

 

$

1,862

December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction and land development

 

$

7,394

 

$

1,074

 

$

1,959

 

$

3,033

 

$

348

Commercial non-owner occupied

 

 

2,417

 

 

223

 

 

583

 

 

806

 

 

170

Commercial owner occupied

 

 

10,118

 

 

3,976

 

 

2,269

 

 

6,245

 

 

67

Consumer real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer owner occupied

 

 

7,090

 

 

2,120

 

 

3,553

 

 

5,673

 

 

80

Home equity loans

 

 

2,165

 

 

244

 

 

1,430

 

 

1,674

 

 

40

Commercial and industrial

 

 

2,335

 

 

 —

 

 

1,263

 

 

1,263

 

 

386

Other income producing property

 

 

3,166

 

 

99

 

 

2,273

 

 

2,372

 

 

242

Consumer

 

 

394

 

 

 —

 

 

145

 

 

145

 

 

 4

Other loans

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Total

 

$

35,079

 

$

7,736

 

$

13,475

 

$

21,211

 

$

1,337

September 30, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction and land development

 

$

7,744

 

$

1,331

 

$

2,100

 

$

3,431

 

$

359

Commercial non-owner occupied

 

 

2,372

 

 

228

 

 

536

 

 

764

 

 

181

Commercial owner occupied

 

 

10,204

 

 

4,301

 

 

2,051

 

 

6,352

 

 

65

Consumer real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer owner occupied

 

 

4,390

 

 

1,284

 

 

1,843

 

 

3,127

 

 

58

Home equity loans

 

 

2,054

 

 

251

 

 

1,348

 

 

1,599

 

 

38

Commercial and industrial

 

 

2,738

 

 

259

 

 

1,194

 

 

1,453

 

 

385

Other income producing property

 

 

5,167

 

 

101

 

 

4,218

 

 

4,319

 

 

289

Consumer

 

 

342

 

 

 —

 

 

142

 

 

142

 

 

 4

Other

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Total

 

$

35,011

 

$

7,755

 

$

13,432

 

$

21,187

 

$

1,379

Acquired credit impaired loanswhich they are accounted for in pools as shown on page 19 rather than being individually evaluated for impairment; therefore,collateralized during the table above excludes acquired credit impaired loans.period:

March 31,

Collateral

December 31,

Collateral

(Dollars in thousands)

2024

    

Coverage

%

2023

    

Coverage

%

Commercial owner occupied real estate

 

 

Church

$

4,671

$

8,391

180%

$

3,537

$

6,705

190%

Industrial

7,049

13,950

198%

7,172

15,273

213%

Other

16,032

29,202

182%

12,231

23,747

194%

Commercial non-owner occupied real estate

 

Retail

3,216

4,208

131%

Other

12,607

29,182

231%

Office

2,799

2,799

100%

Commercial and industrial

Other

43,289

54,810

127%

44,116

46,114

105%

Total collateral dependent loans

$

73,840

$

109,152

$

82,879

$

125,229

32


21

Table of Contents

The following summarizes the average investment in impaired non-acquired loans, and interest income recognized on these loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

 

 

2017

 

2016

 

 

 

Average

 

 

 

 

Average

 

 

 

 

 

 

Investment in

 

Interest Income

 

Investment in

 

Interest Income

 

(Dollars in thousands)

    

Impaired Loans

    

Recognized

    

Impaired Loans

    

Recognized

 

Commercial real estate:

 

 

    

 

 

    

 

 

    

 

 

    

 

Construction and land development

 

$

36,337

 

$

486

 

$

3,762

 

$

31

 

Commercial non-owner occupied

 

 

735

 

 

 3

 

 

992

 

 

 —

 

Commercial owner occupied

 

 

5,964

 

 

63

 

 

6,662

 

 

150

 

Consumer real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer owner occupied

 

 

4,515

 

 

36

 

 

3,547

 

 

31

 

Home equity loans

 

 

2,624

 

 

29

 

 

1,888

 

 

13

 

Commercial and industrial

 

 

912

 

 

 8

 

 

1,110

 

 

16

 

Other income producing property

 

 

3,623

 

 

50

 

 

4,659

 

 

71

 

Consumer

 

 

245

 

 

 2

 

 

135

 

 

 —

 

Other loans

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

Total Impaired Loans

 

$

54,955

 

$

677

 

$

22,755

 

$

312

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30,

 

 

 

2017

 

2016

 

 

 

Average

 

 

 

 

Average

 

 

 

 

 

 

Investment in

 

Interest Income

 

Investment in

 

Interest Income

 

(Dollars in thousands)

    

Impaired Loans

    

Recognized

    

Impaired Loans

    

Recognized

 

Commercial real estate:

 

 

    

 

 

    

 

 

    

 

 

    

 

Construction and land development

 

$

22,835

 

$

800

 

$

4,856

 

$

88

 

Commercial non-owner occupied

 

 

761

 

 

15

 

 

1,108

 

 

23

 

Commercial owner occupied

 

 

6,060

 

 

208

 

 

7,038

 

 

233

 

Consumer real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer owner occupied

 

 

5,064

 

 

110

 

 

5,338

 

 

78

 

Home equity loans

 

 

2,148

 

 

75

 

 

954

 

 

43

 

Commercial and industrial

 

 

945

 

 

30

 

 

1,470

 

 

28

 

Other income producing property

 

 

2,989

 

 

153

 

 

4,605

 

 

157

 

Consumer

 

 

200

 

 

 5

 

 

122

 

 

 3

 

Other loans

 

 

 —

 

 

 —

 

 

211

 

 

 —

 

Total Impaired Loans

 

$

41,002

 

$

1,396

 

$

25,702

 

$

653

 

33


Table of Contents

The following is a summary of information pertaining to non-acquired nonaccrual loans by class, including restructured loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

 

September 30,

 

(Dollars in thousands)

    

2017

    

2016

    

2016

 

Commercial non-owner occupied real estate:

 

 

    

 

 

    

 

 

    

 

Construction and land development

 

$

57

 

$

672

 

$

1,156

 

Commercial non-owner occupied

 

 

2,755

 

 

578

 

 

601

 

Total commercial non-owner occupied real estate

 

 

2,812

 

 

1,250

 

 

1,757

 

Consumer real estate:

 

 

 

 

 

 

 

 

 

 

Consumer owner occupied

 

 

3,674

 

 

5,711

 

 

5,048

 

Home equity loans

 

 

308

 

 

1,629

 

 

1,564

 

Total consumer real estate

 

 

3,982

 

 

7,340

 

 

6,612

 

Commercial owner occupied real estate

 

 

557

 

 

2,189

 

 

2,049

 

Commercial and industrial

 

 

1,952

 

 

420

 

 

587

 

Other income producing property

 

 

1,083

 

 

356

 

 

584

 

Consumer

 

 

1,123

 

 

930

 

 

796

 

Restructured loans

 

 

858

 

 

1,979

 

 

2,499

 

Total loans on nonaccrual status

 

$

12,367

 

$

14,464

 

$

14,884

 

The following is a summary of information pertaining to acquired non-credit impaired nonaccrual loans by class, including restructured loans:

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

 

September 30,

(Dollars in thousands)

    

2017

    

2016

    

2016

Commercial non-owner occupied real estate:

 

 

 

 

 

 

 

 

 

Construction and land development

 

$

233

 

$

232

 

$

235

Commercial non-owner occupied

 

 

 —

 

 

 —

 

 

 —

Total commercial non-owner occupied real estate

 

 

233

 

 

232

 

 

235

Consumer real estate:

 

 

 

 

 

 

 

 

 

Consumer owner occupied

 

 

1,891

 

 

1,405

 

 

1,112

Home equity loans

 

 

1,813

 

 

1,643

 

 

1,588

Total consumer real estate

 

 

3,704

 

 

3,048

 

 

2,700

Commercial owner occupied real estate

 

 

 —

 

 

61

 

 

302

Commercial and industrial

 

 

114

 

 

1

 

 

 1

Other income producing property

 

 

107

 

 

145

 

 

149

Consumer

 

 

1,299

 

 

1,241

 

 

1,246

Total loans on nonaccrual status

 

$

5,457

 

$

4,728

 

$

4,633

In the course of resolving delinquent loans, the Bank may choose to restructure the contractual terms of certain loans. Any loans that are modified are reviewed by the Bank to determine if a troubled debt restructuring (“TDR” or “restructured loan”) has occurred.  The Bank designates individually evaluated loans on non-accrual with a net book balance exceeding the designated threshold as collateral dependent loans. Collateral dependent loans are loans for which the repayment is expected to be provided substantially through the operation or sale of the collateral and the borrower is experiencing financial difficulty. These loans do not share common risk characteristics and are not included within the collectively evaluated loans for determining the ACL. Under ASC 326-20-35-6, the Bank has adopted the collateral maintenance practical expedient to measure the ACL based on the fair value of collateral. The ACL is calculated on an individual loan modifications as TDRs when it grants a concession to a borrower that it would not otherwise considerbasis based on the shortfall between the fair value of the loan's collateral, which is adjusted for selling costs, and amortized cost. If the fair value of the collateral exceeds the amortized cost, no allowance is required. The Bank’s threshold for individually evaluated loans is $1.0 million. The changes above in collateral percentage are due to appraisal value updates or changes in the borrower experiencing financial difficulty (FASB ASC Topic 310-40).  The concessions granted on TDRs generally include terms to reducenumber of loans within the interest rate, extendasset class and collateral type. Overall collateral dependent loans decreased $9.0 million during the term of the debt obligation, or modify the payment structure on the debt obligation.three months ended March 31, 2024.

Loans on nonaccrual status at the date of modification are initially classified as nonaccrual TDRs.nonaccrual. Loans on accruing status at the date of concessionmodification are initially classified as accruing TDRs if the note is reasonably assured of repayment and performance is expected in accordance with its modified terms. Such loans may be designated as nonaccrual loans subsequent to the concessionmodification date if reasonable doubt exists as to the collection of interest or principal under the restructuringmodification agreement. Nonaccrual TDRsloans are returned to accruing status when there is economic substance to the restructuring,modification, there is documented credit evaluation of the borrower’s financial condition, the remaining balance is reasonably assured of repayment in accordance with its modified terms, and the borrower has demonstrated sustained repayment performance in accordance with the modified terms for a reasonable period of time (generally a minimum of six months)months). ForSee Note 2 — Summary of Significant Accounting Policies for how such modifications are factored into the ninedetermination of the ACL for the periods presented above.

The following tables present loans designated as modifications made to borrowers experiencing financial difficulty during the three months ended September 30, 2017March 31, 2024 and 2016,2023, respectively. The loans are segregated by type of modification and asset class, indicating the Company’s TDRs were not material. financial effect of the modifications. The amortized cost balance for the modified loans presented below exclude accrued interest receivable of approximately $16,000 and $12,000 as of March 31, 2024 and 2023, respectively.

Three Months Ended March 31,

2024

2023

Reduction in Weighted

Reduction in Weighted

Amortized

% of Total

Average Contractual

Amortized

% of Total

Average Contractual

(Dollars in thousands)

Cost

Asset Class

Interest Rate

Cost

Asset Class

Interest Rate

Interest rate reduction

Consumer owner occupied

$

923

0.01%

9.00 to 5.00%

$

Total interest rate reductions

$

923

$

Three Months Ended March 31,

2024

2023

Increase in

Increase in

Amortized

% of Total

Weighted Average

Amortized

% of Total

Weighted Average

(Dollars in thousands)

Cost

Asset Class

Life of Loan

Cost

Asset Class

Life of Loan

Term extension

Construction and land development

$

$

260

0.04%

12 months

Commercial non-owner occupied

Commercial owner occupied real estate

2,105

0.02%

8 months

Commercial and industrial

1,145

0.02%

10 months

Consumer

282

0.02%

6 months

Total term extensions

$

$

3,792

The Bank on occasion will enter into modification agreements which extend the maturity payoff on a loan or reduce the interest rate, for borrowers willing to continue to pay, to minimize losses for the Bank. At March 31, 2024, the Company had no remaining commitments to lend additional funds on loans to borrowers experiencing financial difficulty and modified during the current reporting period.

34


22

Table of Contents

The following table presents the changes in status of loans modified within the previous twelve months to borrowers experiencing financial difficulty, as of March 31, 2024 and 2023, by type of modification. There were no subsequent defaults.

March 31,

2024

2023

Paying Under

Paying Under

Restructured

Converted to

Foreclosures

Restructured

Converted to

Foreclosures

Terms

Nonaccrual

and Defaults

Terms

Nonaccrual

and Defaults

Amortized

Amortized

Amortized

Amortized

Amortized

Amortized

(Dollars in thousands)

Cost

Cost

Cost

Cost

Cost

Cost

Interest rate reduction

Commercial owner occupied real estate

$

839

$

$

$

$

$

Consumer owner occupied

923

Total interest rate reductions

$

1,762

$

$

$

$

$

Term extension

Construction and land development

$

$

$

$

260

$

$

Commercial non-owner occupied

1,241

Commercial owner occupied real estate

7,075

2,105

Consumer owner occupied

282

Commercial and industrial

1,596

1,145

Other income producing property

337

Total term extensions

$

10,249

$

$

$

3,792

$

$

Term Extension and Interest Rate Reduction

Consumer owner occupied

$

258

$

$

$

$

$

Total combinations

$

258

$

$

$

$

$

$

12,269

$

$

$

3,792

$

$

Note 7—FDIC Indemnification Asset

The following table provides changes in FDIC indemnification asset:

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30,

(Dollars in thousands)

    

2017

    

2016

Balance at beginning of period

 

$

 —

 

$

4,401

Decrease in expected losses on loans

 

 

 —

 

 

(23)

Additional recoveries on OREO

 

 

 —

 

 

(1,736)

Reimbursable expenses

 

 

 —

 

 

71

Amortization of discounts and premiums, net

 

 

 —

 

 

(1,475)

Payments to (from) FDIC

 

 

 —

 

 

853

Termination of Loss Share Agreements

 

 

 —

 

 

(2,091)

Balance at end of period

 

$

 —

 

$

 —

As noted above, on June 23, 2016,depicts the Bank entered into an early termination agreement withperformance of loans modified within the FDIC with respectprevious twelve months to all of its outstanding loss share agreements.  The Bank recorded a pre-tax charge of $4.4 million, which resulted from a $2.3 million payment to the FDIC as consideration for the early termination, plus the amortization of the remaining FDIC indemnification asset of $2.1 million, net of the clawback,borrowers experiencing financial difficulty, as of March 31, 2016.  The entire pre-tax charge was recorded in noninterest income through “Amortization2024 and 2023.

March 31, 2024

March 31, 2023

Payment Status (Amortized Cost Basis)

Payment Status (Amortized Cost Basis)

30-89 Days

90+ Days

30-89 Days

90+ Days

(Dollars in thousands)

Current

Past Due

Past Due

Current

Past Due

Past Due

Construction and land development

$

$

$

$

260

$

$

Commercial non-owner occupied

1,241

Commercial owner occupied real estate

7,914

2,105

Consumer owner occupied

923

258

282

Commercial and industrial

1,596

1,145

Other income producing property

337

Total

$

12,011

$

258

$

$

3,792

$

$

23

Table of the FDIC indemnification asset” on the consolidated statementsContents

Note 6 — Allowance for Credit Losses (ACL)

See Note 2 — Summary of income.

During 2016, the Bank paid a net $853,000Significant Accounting Policies for further detailed descriptions of our estimation process and methodology related to the FDIC, prior to the termination of the agreements.  The indemnification asset was amortized through March 31, 2016.  All assets previously classified as covered became uncovered effective June 23, 2016, and as a result the Bank recognizes the full amount of future charge-offs, recoveries, gains, losses, and expenses related to these previously covered assets, as the FDIC will no longer share in these amounts.  As of the termination date, covered loans totaled $87.4 million and covered OREO totaled $3.0 million.allowance for credit losses.

Note 8—Other Real Estate Owned

The following table presents a disaggregated analysis of activity in the allowance for credit losses for the three months ended March 31, 2024 and 2023, as follows:

Residential

Residential

Residential

Comm Constr.

CRE Owner

Non-Owner

(Dollars in thousands)

Mortgage Sr.

Mortgage Jr.

HELOC

Construction

& Dev.

Consumer

Multifamily

Municipal

Occupied

Occupied CRE

C & I

Total

Three Months Ended March 31, 2024

Allowance for credit losses:

Balance at end of period December 31, 2023

$

78,052

$

745

$

10,942

$

5,024

$

65,772

$

23,331

$

13,766

$

900

$

71,580

$

137,055

$

49,406

$

456,573

Charge-offs

 

(343)

 

 

(110)

 

(304)

 

(1,475)

 

(2,497)

 

 

 

(71)

(3,140)

 

(7,940)

Recoveries

 

123

 

39

 

292

 

7

 

1,007

 

1,125

 

25

 

 

103

10

2,530

 

5,261

Net (charge offs) recoveries

(220)

 

39

 

182

 

(297)

 

(468)

 

(1,372)

 

25

 

 

103

(61)

(610)

(2,679)

Provision (recovery) (1)

 

9,652

 

446

 

600

 

(175)

 

(4,444)

 

1,394

 

3,221

 

(24)

 

914

(2,296)

6,472

 

15,760

Balance at end of period March 31, 2024

$

87,484

$

1,230

$

11,724

$

4,552

$

60,860

$

23,353

$

17,012

$

876

$

72,597

$

134,698

$

55,268

$

469,654

Three Months Ended March 31, 2023

Allowance for credit losses:

Balance at end of period December 31, 2023

$

72,188

$

405

$

14,886

$

8,974

$

45,410

$

22,767

$

3,684

$

849

$

58,083

$

78,485

$

50,713

$

356,444

Charge-offs

 

(2)

 

 

(39)

 

 

 

(2,729)

 

 

 

(51)

(1,806)

 

(4,627)

Recoveries

 

294

 

5

 

245

 

72

 

258

 

584

 

 

 

293

106

1,732

 

3,589

Net (charge offs) recoveries

292

5

206

72

258

(2,145)

293

55

(74)

(1,038)

Provision (recovery) (1)

 

4,871

 

(61)

 

(774)

 

130

 

9,401

 

2,697

 

1,823

 

30

 

(835)

3,933

(5,976)

 

15,239

Balance at end of period March 31, 2023

$

77,351

$

349

$

14,318

$

9,176

$

55,069

$

23,319

$

5,507

$

879

$

57,541

$

82,473

$

44,663

$

370,645

(1)A negative provision (recovery) for credit losses for unfunded commitments of ($3.1) million was recorded during the first quarter of 2024, compared to $17.9 million recorded during the first quarter of 2023, that is not included in the above table.

24

Table of Contents

Note 7 — Leases

As of March 31, 2024 and December 31, 2023, we had operating right-of-use (“ROU”) assets of $99.7 million and $100.3 million, respectively, and operating lease liabilities of $107.7 million and $108.3 million, respectively. We maintain operating leases on land and buildings for some of our operating centers, branch facilities and ATM locations. Most leases include one or more options to renew, with renewal terms extending up to 20 years. The exercise of renewal options is based on the sole judgment of management and what they consider to be reasonably certain given the environment today. Factors in determining whether an option is reasonably certain of exercise include, but are not limited to, the value of leasehold improvements, the value of renewal rate compared to market rates, and the presence of factors that would cause a significant economic penalty to us if the option is not exercised. Leases with an initial term of 12 months or less are not recorded on the balance sheet and instead are recognized in lease expense on a straight-line basis over the lease term.

Three Months Ended

March 31,

(Dollars in thousands)

    

2024

2023

 

Lease Cost Components:

Amortization of ROU assets – finance leases

$

117

$

117

Interest on lease liabilities – finance leases

9

11

Operating lease cost (cost resulting from lease payments)

4,277

4,240

Short-term lease cost

139

109

Variable lease cost (cost excluded from lease payments)

 

797

 

634

Total lease cost

$

5,339

$

5,111

Supplemental Cash Flow and Other Information Related to Leases:

Finance lease – operating cash flows

$

9

$

11

Finance lease – financing cash flows

119

110

Operating lease – operating cash flows (fixed payments)

4,193

4,097

Operating lease – operating cash flows (net change asset/liability)

(3,367)

(3,287)

New ROU assets – operating leases

2,544

New ROU assets – finance leases

Weighted – average remaining lease term (years) – finance leases

4.18

5.18

Weighted – average remaining lease term (years) – operating leases

 

9.09

9.88

Weighted – average discount rate - finance leases

1.7%

1.7%

Weighted – average discount rate - operating leases

 

3.2%

 

3.0%

 

 

Operating lease payments due:

2024 (excluding 3 months ended March 31, 2024)

$

12,323

2025

 

15,057

2026

 

14,594

2027

 

13,532

2028

12,891

Thereafter

 

57,389

Total undiscounted cash flows

 

125,786

Discount on cash flows

(18,051)

Total operating lease liabilities

$

107,735

As of March 31, 2024, the Company held a small number of finance leases assumed in connection to the CenterState merger completed in 2020. These leases are all real estate leases. Terms and conditions are similar to those real estate operating leases described above. Lease classifications from the acquired institutions were retained. At March 31, 2024, we did not maintain any leases with related parties, and determined that the number and dollar amount of our equipment leases was immaterial. As of March 31, 2024, we had no additional operating leases that have not yet commenced.

25

Table of Contents

Equipment Lessor

SouthState has an Equipment Finance Group which goes to market through intermediaries. The Equipment Finance Group is primarily focused on serving the construction and utility segments. Leaseterms typically range from 24 months to 120 months. At the end of the lease term, the lessee has the option to renew the lease, return the equipment, or purchase the equipment. In the event the equipment is returned, there is a summaryremarketing agreement with the intermediary to sell the equipment. The Equipment Finance Group offers the following lease products: TRAC Leases, Split-TRAC Leases, and FMV Leases. Direct finance equipment leases are included in commercial and industrial loans on the Consolidated Balance Sheets.

The estimated residual values for direct finance leases are established by approved intermediary who utilizes internally developed analyses, external studies, and/or third-party appraisals to establish a residual position. FMV and Split-TRAC leases have residual risk due to their unguaranteed residual value whereas TRAC leases have a guaranteed residual value. Expected credit losses on direct financing leases and the related estimated residual values are included in the Commercial and Industrial loan segment for the ACL.

The following table summarizes lease receivables and investment in operating leases and their corresponding balance sheet location at March 31, 2024:

March 31,

 

(Dollars in thousands)

    

2024

 

 

Direct financing leases:

Lease receivables

$

14,161

Guaranteed residual values

1,057

Unguaranteed residual values

1,997

Initial direct costs

544

Unearned income

 

3,087

Total net investment in direct financing leases

$

20,846

Direct financing lease income

Interest income

$

163

 

Remaining lease payments receivable:

2024 (excluding 3 months ended March 31, 2024)

$

2,321

2025

3,094

2026

3,094

2027

3,107

2028

3,579

Thereafter

2,053

Total undiscounted cash flows

17,248

Less: unearned interest income

(3,087)

Total operating lease liabilities

$

14,161

See Note 1 — Summary of information pertaining to OREO:Significant Accounting Policies, under the “Leases” section, of our Annual Report on Form 10-K for the year ended December 31, 2023 on accounting for leases.

Note 8 — Deposits

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30,

 

 

2017

 

2016

 

    

 

 

    

Covered

    

 

 

    

 

 

    

Covered

    

 

 

(Dollars in thousands)

 

OREO

 

OREO

 

Total

 

OREO

 

OREO

 

Total

Beginning balance

 

$

18,316

 

$

 —

 

$

18,316

 

$

24,803

 

$

5,751

 

$

30,554

Acquired in SBFC acquisition

 

 

385

 

 

 —

 

 

385

 

 

 —

 

 

 —

 

 

 —

Additions

 

 

8,375

 

 

 —

 

 

8,375

 

 

9,296

 

 

2,151

 

 

11,447

Transfers

 

 

 —

 

 

 —

 

 

 —

 

 

4,222

 

 

(4,222)

 

 

 —

Writedowns

 

 

(2,220)

 

 

 —

 

 

(2,220)

 

 

(1,939)

 

 

(2,131)

 

 

(4,070)

Sold

 

 

(11,329)

 

 

 —

 

 

(11,329)

 

 

(14,171)

 

 

(1,549)

 

 

(15,720)

Ending Balance

 

$

13,527

 

$

 —

 

$

13,527

 

$

22,211

 

$

 —

 

$

22,211

OREO previously classified as covered, which consisted of 17 properties with a carrying value of $4.2 millionOur total deposits as of March 31, 2016, became uncovered during the second quarter of 2016 in connection with the Bank’s early termination agreement with the FDIC with respect to all of its outstanding loss share agreements

At September 30, 2017, there were a total of 67 properties included in OREO.  This compares to 108 properties included in OREO, at September 30, 2016. At September 30, 2017, the Company had $1.4 million in residential real estate included in OREO2024 and $7.0 million in residential real estate consumer mortgage loans in the process of foreclosure.  At December 31, 2016 and September 30, 2016, the Company had $3.6 million and $3.7 million, respectively, in residential real estate included in OREO and $5.1 million and $4.7 million, respectively, in residential real estate consumer mortgage loans in the process of foreclosure.

35


Note 9 — Deposits

The Company’s total deposits2023, are comprised of the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

 

September 30,

 

(Dollars in thousands)

    

2017

    

2016

    

2016

 

Certificates of deposit

 

$

1,083,814

 

$

872,773

 

$

911,453

 

Interest-bearing demand deposits

 

 

4,102,391

 

 

3,461,004

 

 

3,358,647

 

Non-interest bearing demand deposits

 

 

2,505,570

 

 

2,199,046

 

 

2,176,155

 

Savings deposits

 

 

1,363,944

 

 

799,615

 

 

795,754

 

Other time deposits

 

 

6,302

 

 

1,985

 

 

5,397

 

Total deposits

 

$

9,062,021

 

$

7,334,423

 

$

7,247,406

 

March 31,

December 31,

(Dollars in thousands)

    

2024

    

2023

    

Noninterest-bearing checking

$

10,546,410

$

10,649,274

Interest-bearing checking

 

7,898,835

 

7,978,799

Savings

 

2,557,203

 

2,632,212

Money market

 

11,895,385

 

11,538,671

Time deposits

4,280,601

4,249,953

Total deposits

$

37,178,434

$

37,048,909

At September 30, 2017,March 31, 2024 and December 31, 2016, and September 30, 2016, the Company2023, we had $187.5 million, $83.7$946.1 million and $90.8$927.2 million in certificates of deposits greater than $250,000, respectively.

26

Table of $250,000 and greater, respectively.  At September 30, 2017, December 31, 2016, and September 30, 2016, the Company had $23.9 million, $2.9 million and $2.9 million, in traditional, out-of-market brokered deposits, respectively.  The increase in certificates of deposits of $250,000 and greater and in out-of-market brokered deposits was primarily the result of deposits acquired through the merger with SBFC. Contents

Note 109 — Retirement Plans

The Company and the Bank provide certain retirement benefits to their employees in the form of a non-contributory defined benefit pension plan andsponsors an employees’ savings plan.  The non-contributory defined benefit pension plan covers all employees hired on or before December 31, 2005, who have attained age 21, and who have completed a year of eligible service.  Employees hired on or after January 1, 2006 are not eligible to participate in the non-contributory defined benefit pension plan, but are eligible to participate in the employees’ savings plan. On this date, a new benefit formula applies only to participants who have not attained age 45 or who do not have five years of service.

Effective July 1, 2009, the Company suspended the accrual of benefits for pension plan participants under the non-contributory defined benefit plan.  The pension plan remained suspended asprovisions of September 30, 2017.

The components of net periodic pension expense recognized are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

(Dollars in thousands)

    

2017

    

2016

    

2017

    

2016

 

Interest cost

 

$

(281)

 

$

(283)

 

$

(843)

 

$

(849)

 

Expected return on plan assets

 

 

553

 

 

534

 

 

1,660

 

 

1,602

 

Recognized net actuarial loss

 

 

(188)

 

 

(204)

 

 

(564)

 

 

(612)

 

Net periodic pension benefit

 

$

84

 

$

47

 

$

253

 

$

141

 

The Company did not contribute to the pension plan for the three and nine months ended September 30, 2017, and does not expect to make any additional contributions during the remainder of 2017.  The Company reserves the right to contribute between the minimum required and maximum deductible amounts as determined under applicable federal laws.  

Under the provisions of Internal Revenue Code Section 401(k), electing. Electing employees are eligible to participate in the employees’ savings plan after attaining age 21.18. Plan participants elect to contribute portions of their annual base compensation as a before tax contribution. Employer contributions may be made from current or accumulated net profits. Participants may elect to contribute 1% to 50% of annual base compensation as a before tax contribution. Employees participating in the plan receive a 100% matchingmatch of their 401(k) plan contribution from the Company, up to 5%4% of their salary. Employees are eligible for an additional 1% discretionary matching contribution contingent upon achievement of the Company’s annual financial goals and paid in the first quarter of the following year.    The Company is offering the additional 1% discretionary matching contribution again in 2017 upon achievement of the Company’s 2017 financial goals.  The CompanyWe expensed $2.1 million and $1.7$4.6 million for the 401(k) plan during the three months ended September 30, 2017 and 2016, respectively. The Company expensed $5.5 millionMarch 31, 2024 and $4.5 million for the 401(k) plan during the ninethree months ended September 30, 2017 and 2016, respectively.March 31, 2023 related to the Company’s employees’ savings plan.

36


Employees can enter the savings plan on or after the first day of each month. The employee may enter into a salary deferral agreement at any time to select an alternative deferral amount or to elect not to defer in the plan. If the employee does not elect an investment allocation, the plan administrator will select a retirement-based portfolio according to the employee’s number of years until normal retirement age. The plan’s investment valuations are generally provided on a daily basis.

Note 1110 — Earnings Per Share

Basic earnings per share areis calculated by dividing net income by the weighted-average shares of common stock outstanding during each period, excluding non-vested restricted shares. The Company’sOur diluted earnings per share areis based on the weighted-average shares of common stock outstanding during each period plus the maximum dilutive effect of common stock issuable upon exercise of stock options or vesting of restricted shares.  The weighted-average numberstock units. Stock options and unvested restricted stock units are considered common stock equivalents and are only included in the calculation of shares and equivalents are determined after giving retroactivediluted earnings per common share when their effect to stock dividends and stock splits.is dilutive.

The following table sets forth the computation of basic and diluted earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

September 30,

 

September 30,

 

Three Months Ended

March 31,

(Dollars and shares in thousands, except for per share amounts)

    

2017

    

2016

    

2017

    

2016

 

    

2024

    

2023

 

Basic earnings per common share:

 

 

    

 

 

    

 

    

 

    

 

    

    

Net income

 

$

35,046

 

$

28,095

 

$

85,133

 

$

77,105

 

$

115,056

$

139,926

Weighted-average basic common shares

 

 

29,115

 

 

24,016

 

 

29,023

 

 

23,989

 

76,301

75,902

Basic earnings per common share

 

$

1.20

 

$

1.17

 

$

2.92

 

$

3.21

 

$

1.51

$

1.84

Diluted earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per common share:

Net income

 

$

35,046

 

$

28,095

 

$

85,133

 

$

77,105

 

$

115,056

$

139,926

Weighted-average basic common shares

 

 

29,115

 

 

24,016

 

 

29,023

 

 

23,989

 

76,301

75,902

Effect of dilutive securities

 

 

270

 

 

262

 

 

268

 

 

240

 

359

487

Weighted-average dilutive shares

 

 

29,385

 

 

24,278

 

 

29,291

 

 

24,229

 

76,660

76,389

Diluted earnings per common share

 

$

1.19

 

$

1.16

 

$

2.90

 

$

3.18

 

$

1.50

$

1.83

The calculation of diluted earnings per common share excludes outstanding stock options for which the results would have been anti-dilutive under the treasury stock method, as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

(Dollars in thousands)

    

2017

    

2016

    

2017

    

2016

 

Three Months Ended March 31,

    

2024

    

2023

 

Number of shares

 

 

 

 

 

34,712

 

 

 

 

 

52,064

 

 

 

    

 

34,712

 

 

 

 

 

72,480

 

57,169

57,169

    

Range of exercise prices

 

$

69.48

to

$

91.35

 

$

61.42

to

$

69.48

 

$

69.48

to

$

91.35

 

$

61.42

to

$

69.48

 

$

87.30

to

$

91.35

$

87.30

to

$

91.35

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Table of Contents

Note 1211 — Share-Based Compensation

The Company’sOur 2004, 2012, 2019 and 20122020 share-based compensation plans are long-term retention plans intended to attract, retain, and provide incentives for key employees and non-employee directors in the form of incentive and non-qualified stock options, restricted stock, and restricted stock units (“RSUs”). Our 2020 plan was adopted by our shareholders at our annual meeting on October 29, 2020. The Company also assumed the obligations of Atlantic Capital Bancshares, Inc. (“ACBI”) under various equity incentive plans pursuant to the acquisition of ACBI on March 1, 2022 and the obligations of CenterState under various equity incentive plans pursuant to the merger with CenterState on June 7, 2020.

Stock Options

With the exception of non-qualified stock options granted to directors under the 2004 and 2012 plans, which in some cases may be exercised at any time prior to expiration and in some other cases may be exercised at intervals less than a year following the grant date, incentive stock options granted under theour 2004, 2012, 2019 and 2020 plans may not be exercised in whole or in part within a year following the date of the grant, as these incentive stock options become exercisable in 25% increments pro ratably over the four-year period following the grant date. The options are granted at an exercise price at least equal to the fair value of the common stock at the date of grant and expire ten years from the date of grant. No options were granted under the 2004, plan2012 or 2019 plans after January 26, 2012, February 1, 2019, and October 29, 2020, respectively, and the 2004 plan isplans are closed other than for any options still unexercised and outstanding. The 20122020 plan is the only plan from which new share-based compensation grants may be issued. It is the Company’s policy to grant options out of the 1,684,0002,072,245 shares registered under the 2012 plan, of which no more than 817,476 shares can be granted as restricted stock or RSUs.2020 plan.

37


Activity in the Company’s stock option plans is summarized in the following table.  All information has been retroactively adjusted for stock dividends and stock splits.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

Weighted

 

Average

 

Aggregate

 

 

 

 

 

Average

 

Remaining

 

Intrinsic

 

 

    

Shares

    

Price

    

(Yrs.)

    

(000's)

 

Outstanding at January 1, 2017

 

246,535

 

$

42.53

 

 

 

 

 

 

Granted

 

33,634

 

 

91.23

 

 

 

 

 

 

Exercised

 

(29,030)

 

 

34.09

 

 

 

 

 

 

Outstanding at September 30, 2017

 

251,139

 

 

50.02

 

5.15

 

$

10,094

 

Exercisable at September 30, 2017

 

181,152

 

 

39.84

 

3.87

 

$

9,096

 

Weighted-average fair value of options granted during the year

 

$
35.42

 

 

 

 

 

 

 

 

 

Weighted

Weighted

Average

Aggregate

Average

Remaining

Intrinsic

    

Shares

    

Price

    

(Yrs.)

    

(000’s)

 

Outstanding at January 1, 2024

107,592

$

72.60

Exercised

(6,320)

 

6,171

 

Expired

(29)

39.12

 

Outstanding at March 31, 2024

101,243

 

73.29

2.56

$

1,536

Exercisable at March 31, 2024

101,243

73.29

2.56

$

1,536

The fair value of options is estimated at the date of grant using the Black-Scholes option pricing model and expensed over the options’ vesting periods. The following weighted-average assumptions were used in valuingThere have been no stock options issued:

 

 

 

 

 

 

 

 

 

 

 

Nine months ended September 30,

 

    

2017

 

    

2016

 

 

 

Dividend yield

 

1.40

 %  

 

1.60

%  

 

 

Expected life

 

8.5

years  

 

8.5

years  

 

 

Expected volatility

 

37.2

%  

  

40.6

%  

 

 

Risk-free interest rate

 

2.43

%  

  

1.90

%  

 

 

Asissued during the first three months of September 30, 2017,2024. Because all outstanding stock options had vested as of December 31, 2023, there was $1.5 million of totalno unrecognized compensation cost related to nonvested stock option grants under the plans.  The cost is expected to be recognized over a weighted-average period of 1.38 years as of September 30, 2017.  The totalplans or fair value of shares vested duringfor the ninethree months ended September 30, 2017March 31, 2024. The intrinsic value of stock option shares exercised for the three months ended March 31, 2024 was $578,000.$107,000.

Restricted Stock

The Company fromFrom time-to-time, also grantswe grant shares of restricted stock to key employees and non-employee directors.employees. These awards help align the interests of these employees and directors with the interests of theour shareholders of the Company by providing economic value directly related to increases in the value of the Company’sour stock. The value of the stock awarded is established as the fair market value of the stock at the time of the grant. The Company recognizesWe recognize expenses equal to the total value of such awards, ratably over the vesting period of the stock grants. Restricted stock grants to employees typically “cliff vest” after four years.  Grantsgenerally vest ratably over a two to non-employee directors typically vest within a 12-monthfour-year vesting period.

All restricted stock agreements are conditioned upon continued employment. Termination of employment prior to a vesting date, as described below, would terminate any interest in non-vested shares. Prior to vesting of the shares, as long as employed by the Company, the key employees and non-employee directors will have the right to vote such shares and to receive dividends paid with respect to such shares. All restricted shares will fully vest in the event of change in control of the Company or upon the death of the recipient.

38


28

Table of Contents

Nonvested restricted stock for the nine months ended  September 30, 20172024 is summarized in the following table.  All information has been retroactively adjusted for stock dividends and stock splits.

 

 

 

 

 

 

    

 

    

Weighted-

 

 

 

 

Average

 

 

 

 

Grant-Date

 

    

    

Weighted-

 

Average

 

Grant-Date

 

Restricted Stock

 

Shares

 

Fair Value

 

Shares

Fair Value

 

Nonvested at January 1, 2017

 

183,014

 

$

51.88

 

Granted

 

21,683

 

 

88.63

 

Nonvested at January 1, 2024

 

16,248

$

88.63

Vested

 

(52,153)

 

 

47.82

 

 

(10,115)

 

90.00

Forfeited

 

(1,000)

 

 

91.35

 

 

(64)

 

90.00

Nonvested at September 30, 2017

 

151,544

 

 

58.28

 

Nonvested at March 31, 2024

 

6,069

$

86.32

As of September 30, 2017,March 31, 2024, there was $4.9 million$409,000 of total unrecognized compensation cost related to nonvested restricted stock granted under the plans. This cost is expected to be recognized over a weighted-average period of 2.230.78 years as of September 30, 2017.March 31, 2024. The total fair value of shares vested during the ninethree months ended September 30, 2017March 31, 2024 was $2.6 million.$852,000.

Restricted Stock Units (“RSUs”)

The Company fromFrom time-to-time, we also grantsgrant performance RSUs and discretionarytime-vested RSUs to key employees.employees, and time-vested RSUs to non-employee directors. These awards help align the interests of these employees with the interests of theour shareholders of the Company by providing economic value directly related to the performance of the Company.our performance. Some performance RSU grants contain a three-year performance period while others contain a one-yearone to two-year performance period and a time vestedtime-vested requirement (generally two to four years from the grant date). The Company communicatesperformance-based awards for our long-term incentive plans are dependent on the achievement of tangible book value growth and return on average tangible common equity relative to the Company’s peer group during each three-year performance period. Grants to non-employee directors typically vest within a 12-month period. We communicate threshold, target, and maximum performance RSU awards and performance targets to the applicable key employees at the beginning of a performance period. Discretionary RSUs are based upon prior performanceDue to the merger with CenterState on June 7, 2020, all legacy and typically cliff-vest over four years from the grant date.  Dividends are not paid inassumed performance-based restricted stock units converted to a time-vesting requirement. With respect to some long-term incentive awards, dividend equivalents are accrued at the awardssame rate as cash dividends paid for each share of the Company’s common stock during the performance or time-vested period, and subsequently paid when the shares are issued on the vesting period.or settlement date. The value of the RSUs awarded is established as the fair market value of the stock at the time of the grant. The Company recognizes expensesWe recognize expense on a straight-line basis typically over the performance and vestingor time-vesting periods based upon the probable performance target, as applicable, that will be met.  For the nine months ended September 30, 2017, the Company accrued for 90% of the RSUs granted, based on Management’s expectations of performance.

NonvestedOutstanding RSUs for the ninethree months ended September 30, 2017March 31, 2024 is summarized in the following table.

 

 

 

 

 

 

 

 

    

 

    

Weighted-

 

 

 

 

 

Average

 

 

 

 

 

Grant-Date

 

Restricted Stock Units

 

Shares

 

Fair Value

 

Nonvested at January 1, 2017

 

107,876

 

$

66.37

 

Granted

 

66,655

 

 

89.01

 

LTIP Adjustment

 

(3,951)

 

 

63.93

 

Nonvested at September 30, 2017

 

170,580

 

 

75.27

 

    

    

Weighted-

 

Average

 

Grant-Date

 

Restricted Stock Units

Shares

Fair Value

 

Outstanding at January 1, 2024

 

873,048

$

75.22

Granted

 

353,490

 

80.87

Vested

(344,376)

77.67

Forfeited

(5,210)

75.44

Outstanding at March 31, 2024

 

876,952

$

76.53

The nonvested shares of 876,952 at March 31, 2024 includes 65,307 shares that have fully vested but are subject to a two-year holding period, which commenced at the end of their respective vesting period. These vested shares will be released and issued into shares of common stock at the end of their respective two-year holding period, the last of which will end by March 31, 2025. If maximum performance is achieved pursuant to the 2022, 2023 and 2024 Long Term Incentive performance-based RSU grants, an additional 134,079 shares in total may be issued by the Company at the end of the three-year performance periods.

As of September 30, 2017,March 31, 2024, there was $5.9$41.7 million of total unrecognized compensation cost related to nonvested RSUs granted under the plan. This cost is expected to be recognized over a weighted-average period of 1.81.54 years as of September 30, 2017.March 31, 2024. The total fair value of RSUs vested and released during the ninethree months ended September 30, 2017March 31, 2024 was $2.3$28.5 million.  During the nine months ended September 30, 2017, 57,455 vested restricted stock units were issued to the participants in the 2014 Long-Term Incentive Plan.

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Table of Contents

Note 1312 — Commitments and Contingent Liabilities

In the normal course of business, the Company makeswe make various commitments and incursincur certain contingent liabilities, which are not reflected in the accompanying financial statements. The commitments and contingent liabilities include guarantees, commitments to extend credit, and standby letters of credit. At September 30, 2017,March 31, 2024, commitments to extend credit and standby letters of credit totaled $2.2$9.5 billion. The Company does not anticipate any materialAs of March 31, 2024, the liability recorded for expected credit losses as a resulton unfunded commitments, excluding unconditionally cancellable exposures and letters of these transactions.credit, was $53.2 million and recorded on the Balance Sheet. See Note 2 — Summary of Significant Accounting Policies for discussion of liability recorded for expected credit losses on unfunded commitments.

39


The Company hasWe have been named as defendant in various legal actions, arising from its normal business activities, in which damages in various amounts are claimed. The Company isWe are also exposed to litigation risk related to the prior business activities of banks acquired through whole bank acquisitions as well as banks from which assets were acquired and liabilities assumed in FDIC-assisted transactions.acquisitions. Although the amount of any ultimate liability with respect to such matters cannot be determined, in the opinion of management, as of March 31, 2024, any such liability willis not expected to have a material effect on the Company’sour consolidated financial statements.

In response to the bank failures in early 2023, the FDIC implemented a special assessment to recover the losses to the FDIC’s Deposit Insurance Fund at an annual rate of approximately 13.4 basis points over eight quarterly assessment periods beginning with the first quarterly assessment period of 2024. The base for the special assessment is equal to an insured depository institution’s estimated uninsured deposits reported as of December 31, 2022, adjusted to exclude the first $5 billion. As a result, approximately $25.7 million was recognized by the Bank as of December 31, 2023 for the two-year special assessment period. Due to additional losses to the Deposit Insurance Fund resulting from the 2023 bank failures reported by the FDIC in February 2024, an additional $3.9 million was accrued by the Bank during the first quarter of 2024, bringing the total estimated FDIC special assessment allocable to the Bank to approximately $29.5 million. The FDIC may impose additional special assessments from time to time based on the actual losses incurred by the FDIC as a result of the March 2023 bank failures or future failures.

Cyber Incident Litigation.  On April 3, 2024, a putative class action lawsuit was filed against the Bank in the U.S. District Court for the Middle District of Florida, Tampa Division (the “Original Suit”). The plaintiff, who purports to represent the class of individuals harmed by alleged actions and/or omissions by the Bank in connection with the cybersecurity incident that was detected on February 6, 2024 (the “Cyber Incident”), asserts a variety of common law and statutory claims seeking monetary damages, injunctive relief and other related relief related to the potential unauthorized access by third parties to personal identifiable information. Since April 3, 2024, additional putative class action lawsuits have been filed and are currently pending against the Bank, including nine additional cases pending in the U.S. District Court for the Middle District of Florida, one case pending in the U.S. District Court for the District of South Carolina, two cases pending in the U.S. District Court for the Northern District of Georgia, and one case pending in the Circuit Court for Polk County, Florida. (each, a “Cyber Incident Suit”).

At this time, neither the Bank nor the Company is able to reasonably estimate the amount or range of reasonably possible loss, if any, that might result from the Cyber Incident Suits. However, the Bank believes that it has defenses to the claims and intends to vigorously defend against the Cyber Incident Suits. Accordingly, no amounts have been recorded in the unaudited condensed consolidated financial statements for the Cyber Incident Suits. The Company will continue to evaluate information as it becomes known and will record an estimate for losses at the time or times when it is both probable that a loss has been incurred and the amount of the loss is reasonably estimable. Additional lawsuits and claims related to the Cyber Incident may be asserted by or on behalf of customers, stockholders, or others seeking damages or other related relief and additional inquiries from governmental agencies may be received or investigations by governmental agencies commenced.

30

Table of Contents

Note 1413 — Fair Value

FASB ASC Topic 820, Fair Value Measurements and Disclosures,GAAP defines fair value and establishes a framework for measuring and disclosing fair value under accounting principles generally accepted in the United States, and enhances disclosures about fair value measurements. FASB ASC Topic 820 clarifies that fairvalue. Fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions.

The Company utilizesuses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Available for sale and trading securities, derivative contracts, mortgage loans held for sale, SBA servicing rights, and mortgage servicing rights (“MSRs”) are recorded at fair value on a recurring basis. Additionally, from time to time, the Companywe may be required to record at fair value other assets on a nonrecurring basis, such as impaired loans, OREO, bank properties held for sale, and certain other assets. These nonrecurring fair value adjustments typically involve application of lower of cost or market accounting or write-downs of individual assets.

FASB ASC Topic 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:

Level 1

Observable inputs such as quoted prices in active markets;

Level 2

Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3

Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The following is aA description of valuation methodologies used for assets recorded at fair value.value is disclosed in Note 25 — Fair Value of our Annual Report on Form 10-K for the year ended December 31, 2023.

Investment Securities

Securities available for sale are valued on a recurring basis at quoted market prices where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable securities. Level 1 securities include those traded on an active exchange, such as the New York Stock Exchange and The NASDAQ Stock Market, or U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter markets and money market funds. Level 2 securities include mortgage-backed securities and debentures issued by government sponsored entities, municipal bonds and corporate debt securities.  Securities held to maturity are valued at quoted market prices or dealer quotes similar to securities available for sale. The carrying value of FHLB stock approximates fair value based on the redemption provisions.

Mortgage Loans Held for Sale

Mortgage loans held for sale are carried at fair value. The fair values of mortgage loans held for sale are based on commitments on hand from investors within the secondary market for loans with similar characteristics. As such, the fair value adjustments for mortgage loans held for sale are recurring Level 2.

Loans

The Company does not record loans at fair value on a recurring basis. However, from time to time, a loan may be considered impaired and an ALLL may be established. Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. Once a loan is identified as individually impaired, management measures impairment using estimated fair value methodologies. The fair value of impaired loans is estimated using one of several methods, including collateral value,

40


31

Table of Contents

market value of similar debt, enterprise value, liquidation value and discounted cash flows. Those impaired loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans. At September 30, 2017, substantially all of the impaired loans were evaluated based on the fair value of the collateral because such loans were considered collateral dependent. Impaired loans, where an allowance is established based on the fair value of collateral; require classification in the fair value hierarchy. When the fair value of the collateral is based on an observable market price or a current appraised value, the Company considers the impaired loan as nonrecurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Company considers the impaired loan as nonrecurring Level 3.

Other Real Estate Owned

Typically OREO, consisting of properties obtained through foreclosure or in satisfaction of loans, is reported at fair value, determined on the basis of current appraisals, comparable sales, and other estimates of value obtained principally from independent sources, adjusted for estimated selling costs (Level 2). However, OREO is considered Level 3 in the fair value hierarchy because management has qualitatively applied a discount due to the size, supply of inventory, and the incremental discounts applied to the appraisals. Management also considers other factors, including changes in absorption rates, length of time the property has been on the market and anticipated sales values, which have resulted in adjustments to the collateral value estimates indicated in certain appraisals.  At the time of foreclosure, any excess of the loan balance over the fair value of the real estate held as collateral is treated as a charge against the ALLL. Gains or losses on sale and generally any subsequent adjustments to the value are recorded as a component of OREO expense. 

Derivative Financial Instruments

Fair value is estimated using pricing models of derivatives with similar characteristics; accordingly, the derivatives are classified within Level 2 of the fair value hierarchy (see Note 16—Derivative Financial Instruments for additional information).

Mortgage servicing rights

The estimated fair value of MSRs is obtained through an independent derivatives dealer analysis of future cash flows. The evaluation utilizes assumptions market participants would use in determining fair value including market discount rates, prepayment speeds, servicing income, servicing costs, default rates and other market driven data, as well as the market’s perception of future interest rate movements. MSRs are classified as Level 3.

41


Table of Contents

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

The tablestable below presentpresents the recorded amount of assets and liabilities measured at fair value on a recurring basis.basis:

 

 

 

 

 

 

 

 

 

 

 

 

    

    

Quoted Prices

    

    

    

 

 

    

Quoted Prices

    

 

 

    

 

 

 

 

 

 

In Active

 

Significant

 

 

 

 

 

 

 

Markets

 

Other

 

Significant

 

 

 

 

for Identical

 

Observable

 

Unobservable

 

 

 

 

Assets

 

Inputs

 

Inputs

In Active

Significant

Markets

Other

Significant

for Identical

Observable

Unobservable

Assets

Inputs

Inputs

(Dollars in thousands)

 

Fair Value

 

(Level 1)

 

(Level 2)

 

(Level 3)

Fair Value

(Level 1)

(Level 2)

(Level 3)

September 30, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2024:

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments

 

$

1,492

 

$

 —

 

$

1,492

 

$

 —

$

176,784

$

$

176,784

$

Loans held for sale

 

 

46,321

 

 

 —

 

 

46,321

 

 

 —

 

56,553

 

 

56,553

 

Trading securities

 

66,188

 

 

66,188

 

Securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

Government-sponsored entities debt

 

 

85,951

 

 

 —

 

 

85,951

 

 

 —

U.S. Treasuries

24,587

24,587

U.S. Government agencies

223,805

223,805

Residential mortgage-backed securities issued by U.S. government

agencies or sponsored enterprises

1,492,423

1,492,423

Residential collateralized mortgage-obligations issued by U.S. government

agencies or sponsored enterprises

508,112

508,112

Commercial mortgage-backed securities issued by U.S. government

agencies or sponsored enterprises

1,012,217

1,012,217

State and municipal obligations

 

 

204,294

 

 

 —

 

 

204,294

 

 

 —

 

960,359

 

 

960,359

 

Mortgage-backed securities

 

 

1,027,477

 

 

 —

 

 

1,027,477

 

 

 —

Corporate stocks

 

 

2,957

 

 

1,732

 

 

1,225

 

 

 —

Small Business Administration loan-backed securities

 

350,043

 

 

350,043

 

Corporate securities

26,854

26,854

Total securities available for sale

 

 

1,320,679

 

 

1,732

 

 

1,318,947

 

 

 —

 

4,598,400

 

 

4,598,400

 

Mortgage servicing rights

 

 

29,937

 

 

 —

 

 

 —

 

 

29,937

 

87,970

 

 

 

87,970

 

$

1,398,429

 

$

1,732

 

$

1,366,760

 

$

29,937

SBA servicing asset

6,367

6,367

$

4,992,262

$

$

4,897,925

$

94,337

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments

 

$

1,301

 

$

 —

 

$

1,301

 

$

 —

$

954,788

$

$

954,788

$

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2023:

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments

 

$

2,606

 

$

 —

 

$

2,606

 

$

 —

$

172,939

$

$

172,939

$

Loans held for sale

 

 

50,572

 

 

 —

 

 

50,572

 

 

 —

 

50,888

 

 

50,888

 

Trading securities

 

31,321

 

 

31,321

 

Securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

Government-sponsored entities debt

 

 

84,642

 

 

 —

 

 

84,642

 

 

 —

U.S. Treasuries

73,890

73,890

U.S. Government agencies

224,706

224,706

Residential mortgage-backed securities issued by U.S. government

agencies or sponsored enterprises

1,558,306

1,558,306

Residential collateralized mortgage-obligations issued by U.S. government

agencies or sponsored enterprises

527,422

527,422

Commercial mortgage-backed securities issued by U.S. government

agencies or sponsored enterprises

1,024,170

1,024,170

State and municipal obligations

 

 

107,402

 

 

 —

 

 

107,402

 

 

 —

 

977,461

 

 

977,461

 

Mortgage-backed securities

 

 

803,577

 

 

 —

 

 

803,577

 

 

 —

Corporate stocks

 

 

3,784

 

 

2,559

 

 

1,225

 

 

 —

Small Business Administration loan-backed securities

 

371,686

 

 

371,686

 

Corporate securities

 

26,747

 

 

26,747

 

Total securities available for sale

 

 

999,405

 

 

2,559

 

 

996,846

 

 

 —

 

4,784,388

 

 

4,784,388

 

Mortgage servicing rights

 

 

29,037

 

 

 —

 

 

 —

 

 

29,037

 

85,164

 

 

 

85,164

 

$

1,081,620

 

$

2,559

 

$

1,050,024

 

$

29,037

SBA servicing asset

5,952

5,952

$

5,130,652

$

$

5,039,536

$

91,116

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments

 

$

730

 

$

 —

 

$

730

 

$

 —

$

804,486

$

$

804,486

$

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments

 

$

3,091

 

$

 —

 

$

3,091

 

$

 —

Loans held for sale

 

 

57,052

 

 

 —

 

 

57,052

 

 

 —

Securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

Government-sponsored entities debt

 

$

62,980

 

$

 —

 

$

62,980

 

$

 —

State and municipal obligations

 

 

117,324

 

 

 —

 

 

117,324

 

 

 —

Mortgage-backed securities

 

 

741,277

 

 

 —

 

 

741,277

 

 

 —

Corporate stocks

 

 

3,793

 

 

2,568

 

 

1,225

 

 

 —

Total securities available for sale

 

 

925,374

 

 

2,568

 

 

922,806

 

 

 —

Mortgage servicing rights

 

 

23,064

 

 

 —

 

 

 —

 

 

23,064

 

$

1,008,581

 

$

2,568

 

$

982,949

 

$

23,064

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments

 

$

1,100

 

$

 —

 

$

1,100

 

$

 —

Fair Value Option

The Company has elected the fair value option for mortgage loans held for sale primarily to ease the operational burden required to maintain hedge accounting for these loans. The Company also has opted for the fair value option for the SBA servicing asset, as it is the industry-preferred method for valuing such assets.

42


32

Table of Contents

The following table summarizes the difference between the fair value and the unpaid principal balance of mortgage loans held for sale and the changes in fair value of these loans.

    

March 31,

December 31,

(Dollars in thousands)

    

2024

 

2023

Fair value

$

56,553

$

50,888

Unpaid principal balance

54,834

49,025

Fair value less aggregated unpaid principal balance

$

1,719

$

1,863

Three Months Ended March 31,

(Dollars in thousands)

2024

2023

Income Statement Location

Mortgage loans held for sale

$

(144)

$

(9)

Mortgage banking income

Changes in Level 1, 2 and 3 Fair Value Measurements

When a determination is made to classify a financial instrument within Level 3 of the valuation hierarchy, the determination is based upon the significance of the unobservable factors to the overall fair value measurement. However, since Level 3 financial instruments typically include, in addition to the unobservable or Level 3 components, observable components (that is, components that are actively quoted and can be validated to external sources), the gains and losses below include changes in fair value due in part to observable factors that are part of the valuation methodology.

There were no changes in hierarchy classifications of Level 3 assets or liabilities for the ninethree months ended September 30, 2017.March 31, 2024. A reconciliation of the beginning and ending balances of the MSR, a Level 3 assets and liabilitiesasset recorded at fair value on a recurring basis, for the ninethree months ended September 30, 2017 and 2016March 31, 2024 is as follows:follows. The changes in fair value of the MSRs are recorded in Mortgage Banking Income on the Consolidated Statements of Income.

 

 

 

 

 

 

 

(Dollars in thousands)

    

Assets

    

Liabilities

 

    

MSRs

 

Fair value, January 1, 2017

 

$

29,037

 

$

 —

 

Fair value, January 1, 2024

$

85,164

Servicing assets that resulted from transfers of financial assets

 

 

4,764

 

 

 

 

1,864

Changes in fair value due to valuation inputs or assumptions

 

 

(1,055)

 

 

 

 

2,384

Changes in fair value due to decay

 

 

(2,809)

 

 

 

 

(1,442)

Fair value , September 30, 2017

 

$

29,937

 

$

 

 

 

 

 

 

 

 

Fair value, January 1, 2016

 

$

26,202

 

$

 

Servicing assets that resulted from transfers of financial assets

 

 

4,182

 

 

 

Changes in fair value due to valuation inputs or assumptions

 

 

(4,305)

 

 

 

Changes in fair value due to decay

 

 

(3,015)

 

 

 

Fair value, September 30, 2016

 

$

23,064

 

$

 —

 

Fair value, March 31, 2024

$

87,970

A reconciliation of the beginning and ending balances of the SBA servicing asset, a Level 3, asset recorded at fair value on a recurring basis for the period ending March 31, 2024 is as follows. The changes in fair value of the SBA servicing asset are recorded in in SBA Income on the Consolidated Statements of Income.

(Dollars in thousands)

    

SBA Servicing Asset

 

Fair value, January 1, 2024

$

5,952

Servicing assets that resulted from transfers of financial assets

581

Changes in fair value due to decay

(364)

Changes in fair value due to valuation inputs or assumptions

198

Fair value, March 31, 2024

$

6,367

There were no unrealized losses included in accumulated other comprehensive income related to Level 3 financial assets and liabilities at September 30, 2017 or 2016.March 31, 2024.

33

Table of Contents

Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis

The tables below present the recorded amount of assets and liabilities measured at fair value on a nonrecurring basis:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

 

    

Quoted Prices

    

 

 

    

 

 

 

 

 

 

 

 

In Active

 

Significant

 

 

 

 

 

 

 

 

 

Markets

 

Other

 

Significant

 

 

 

 

 

 

for Identical

 

Observable

 

Unobservable

 

 

 

 

 

 

Assets

 

Inputs

 

Inputs

 

(Dollars in thousands)

 

Fair Value

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

September 30, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

OREO

 

$

13,527

 

$

 

$

 

$

13,527

 

Non-acquired impaired loans

 

 

5,588

 

 

 

 

 

 

5,588

 

December 31, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

OREO

 

$

18,316

 

$

 

$

 

$

18,316

 

Non-acquired impaired loans

 

 

6,611

 

 

 

 

 

 

6,611

 

September 30, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

OREO

 

$

22,211

 

$

 

$

 

$

22,211

 

Non-acquired impaired loans

 

 

4,360

 

 

 

 

 

 

4,360

 

    

    

Quoted Prices

    

    

 

In Active

Significant

 

Markets

Other

Significant

 

for Identical

Observable

Unobservable

 

Assets

Inputs

Inputs

 

(Dollars in thousands)

Fair Value

(Level 1)

(Level 2)

(Level 3)

 

March 31, 2024:

OREO

$

1,644

$

$

$

1,644

Bank properties held for sale

8,973

 

8,973

Individually evaluated loans

 

64,191

 

 

 

64,191

December 31, 2023:

OREO

$

837

$

$

$

837

Bank properties held for sale

12,401

 

12,401

Individually evaluated loans

 

73,518

 

 

 

73,518

43


Quantitative Information about Level 3 Fair Value Measurement

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

 

 

Weighted Average

 

 

 

 

 

 

 

September 30,

 

 

December 31,

 

 

September 30,

 

 

 

Valuation Technique

 

Unobservable Input

 

2017

 

 

2016

 

 

2016

 

Nonrecurring measurements:

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-acquired impaired loans

 

Discounted appraisals

 

Collateral discounts

 

 3

%

 

 6

%

 

 7

%

OREO

 

Discounted appraisals

 

Collateral discounts and estimated costs to sell

 

23

%

 

18

%

 

24

%

Weighted Average Discount

March 31,

December 31,

    

Valuation Technique

    

Unobservable Input

    

2024

    

2023

Nonrecurring measurements:

Individually evaluated loans

 

Discounted appraisals and discounted cash flows

 

Collateral discounts

15

%

13

%

OREO and Bank properties held for sale

 

Discounted appraisals

 

Collateral discounts and estimated costs to sell

6

%

12

%

Fair Value of Financial Instruments

TheWe used the following methods and assumptions were used by the Company in estimating itsour fair value disclosures for financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those models are significantly affected by the assumptions used, including the discount rates and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instrument. The use of different methodologies may have a material effect on the estimated fair value amounts. The fair value estimates presented hereinin the table below are based on pertinent information available to management as of September 30, 2017,March 31, 2024 and December 31, 2016 and September 30, 2016.2023. Such amounts have not been revalued for purposes of these consolidated financial statements since those dates and, therefore, current estimates of fair value may differ significantly from the amounts presented herein.

The following methodsMethods and assumptions were used to estimate the fair value of each class of financial instruments are disclosed in Note 25 — Fair Value of our Annual Report on Form 10-K for which it is practicable to estimate that value:the year ended December 31, 2023.

Cash and Cash Equivalents — The carrying amount is a reasonable estimate of fair value.

Investment Securities — Securities held to maturity are valued at quoted market prices or dealer quotes.  The carrying value of FHLB stock approximates fair value based on the redemption provisions.  The carrying value of the Company’s investment in unconsolidated subsidiaries approximates fair value.  See Note 5—Investment Securities for additional information, as well as page 40 regarding fair value.

Loans held for sale — The fair values disclosed for loans held for sale are based on commitments from investors for loans with similar characteristics.

Loans — For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. Fair values for certain mortgage loans (e.g., one-to-four family residential) and other consumer loans are estimated using discounted cash flow analyses based on the Company’s current rates offered for new loans of the same type, structure and credit quality. Fair values for other loans (e.g., commercial real estate and investment property mortgage loans, commercial and industrial loans) are estimated using discounted cash flow analyses, using interest rates currently being offered by the Company for loans with similar terms to borrowers of similar credit quality. Fair values for non-performing loans are estimated using discounted cash flow analyses or underlying collateral values, where applicable.

Deposit Liabilities — The fair values disclosed for demand deposits (e.g., interest and non-interest bearing checking, passbook savings, and certain types of money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). The carrying amounts of variable-rate, fixed-term money market accounts, and certificates of deposit approximate their fair values at the reporting date. Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits.

Federal Funds Purchased and Securities Sold Under Agreements to Repurchase — The carrying amount of federal funds purchased, borrowings under repurchase agreements, and other short-term borrowings maturing within ninety days approximate their fair values.

Other Borrowings — The fair value of other borrowings is estimated using discounted cash flow analysis on the Company’s current incremental borrowing rates for similar types of instruments.

44


34

Table of Contents

Accrued Interest — The carrying amounts of accrued interest approximate fair value.

Derivative Financial Instruments — The fair value of derivative financial instruments (including interest rate swaps) is estimated using pricing models of derivatives with similar characteristics.

Commitments to Extend Credit, Standby Letters of Credit and Financial Guarantees — The fair values of commitments to extend credit are estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair values of guarantees and letters of credit are based on fees currently charged for similar agreements or on the estimated costs to terminate them or otherwise settle the obligations with the counterparties at the reporting date.

The estimated fair value, and related carrying amount, of the Company’sour financial instruments are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Carrying

    

Fair

    

 

 

    

 

 

    

 

 

 

    

Carrying

    

Fair

    

    

    

 

(Dollars in thousands)

 

Amount

 

Value

 

Level 1

 

Level 2

 

Level 3

 

Amount

Value

Level 1

Level 2

Level 3

 

September 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2024

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

403,934

 

$

403,934

 

$

403,934

 

$

 —

 

$

 —

 

$

1,209,457

$

1,209,457

$

1,209,457

$

$

Trading securities

66,188

66,188

66,188

Investment securities

 

 

1,336,796

 

 

1,336,850

 

 

14,171

 

 

1,322,679

 

 

 —

 

 

7,232,274

 

6,802,252

 

187,285

 

6,614,967

 

Loans held for sale

 

 

46,321

 

 

46,321

 

 

 —

 

 

46,321

 

 

 —

 

56,553

56,553

56,553

Loans, net of allowance for loan losses

 

 

8,223,204

 

 

8,284,002

 

 

 —

 

 

 —

 

 

8,284,002

 

Loans, net of allowance for credit losses

 

32,197,656

 

31,124,727

 

 

 

31,124,727

Accrued interest receivable

 

 

25,172

 

 

25,172

 

 

 —

 

 

5,373

 

 

19,799

 

 

160,519

 

160,519

 

 

25,665

 

134,854

Mortgage servicing rights

 

 

29,937

 

 

29,937

 

 

 —

 

 

 —

 

 

29,937

 

 

87,970

 

87,970

 

 

 

87,970

Interest rate swap - non-designated hedge

 

 

200

 

 

200

 

 

 —

 

 

200

 

 

 —

 

SBA servicing asset

6,367

6,367

6,367

Interest rate swap – non-designated hedge

 

174,373

 

174,373

 

 

174,373

 

Other derivative financial instruments (mortgage banking related)

 

 

1,292

 

 

1,292

 

 

 —

 

 

1,292

 

 

 —

 

 

2,411

 

2,411

 

 

2,411

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

��

Deposits

 

 

9,062,021

 

 

8,512,681

 

 

 —

 

 

8,512,681

 

 

 —

 

 

Noninterest-bearing

10,546,410

 

10,546,410

 

 

10,546,410

 

Interest-bearing other than time deposits

22,351,423

22,351,423

22,351,423

Time deposits

4,280,601

4,238,055

4,238,055

Federal funds purchased and securities sold under agreements to repurchase

 

 

291,099

 

 

291,099

 

 

 —

 

 

291,099

 

 

 —

 

 

554,691

 

554,691

 

 

554,691

 

Corporate and subordinated debentures

391,812

385,574

 

385,574

 

Other borrowings

 

 

83,307

 

 

85,344

 

 

 —

 

 

85,344

 

 

 —

 

 

 

 

 

 

Accrued interest payable

 

 

1,810

 

 

1,810

 

 

 —

 

 

1,810

 

 

 —

 

 

44,873

 

44,873

 

 

44,873

 

Interest rate swap - non-designated hedge

 

 

197

 

 

197

 

 

 —

 

 

197

 

 

 —

 

Interest rate swap - cash flow hedge

 

 

329

 

 

329

 

 

 —

 

 

329

 

 

 —

 

Interest rate swap – non-designated hedge

 

954,297

 

954,297

 

 

954,297

 

Other derivative financial instruments (mortgage banking related)

 

 

775

 

 

775

 

 

 

 

775

 

 

 

 

491

 

491

 

 

491

 

Off balance sheet financial instruments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commitments to extend credit

 

 

 —

 

 

15,968

 

 

 —

 

 

15,968

 

 

 —

 

December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2023

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

374,448

 

$

374,448

 

$

374,448

 

$

 —

 

$

 —

 

$

998,877

$

998,877

$

998,877

$

$

Trading securities

31,321

31,321

31,321

Investment securities

 

 

1,014,981

 

 

1,015,137

 

 

12,041

 

 

1,003,096

 

 

 —

 

 

7,463,871

 

7,061,167

 

192,043

 

6,869,124

 

Loans held for sale

 

 

50,572

 

 

50,572

 

 

 —

 

 

50,572

 

 

 —

 

50,888

50,888

50,888

Loans, net of allowance for loan losses

 

 

6,643,326

 

 

6,649,575

 

 

 —

 

 

 —

 

 

6,649,575

 

Loans, net of allowance for credit losses

 

31,931,916

 

30,709,513

 

 

 

30,709,513

Accrued interest receivable

 

 

18,618

 

 

18,618

 

 

 —

 

 

3,642

 

 

14,976

 

 

154,400

 

154,400

 

 

26,706

 

127,694

Mortgage servicing rights

 

 

29,037

 

 

29,037

 

 

 —

 

 

 —

 

 

29,037

 

 

85,164

 

85,164

 

 

 

85,164

Interest rate swap - non-designated hedge

 

 

203

 

 

203

 

 

 —

 

 

203

 

 

 —

 

SBA servicing asset

5,952

5,952

5,952

Interest rate swap – non-designated hedge

 

169,180

 

169,180

 

 

169,180

 

Other derivative financial instruments (mortgage banking related)

 

 

2,403

 

 

2,403

 

 

 —

 

 

2,403

 

 

 —

 

 

3,759

 

3,759

 

 

3,759

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

7,334,423

 

 

6,935,867

 

 

 —

 

 

6,935,867

 

 

 —

 

 

Noninterest-bearing

10,649,274

 

10,649,274

 

 

10,649,274

 

Interest-bearing other than time deposits

22,149,682

22,149,682

22,149,682

Time deposits

4,249,953

4,208,498

4,208,498

Federal funds purchased and securities sold under agreements to repurchase

 

 

313,773

 

 

313,773

 

 

 —

 

 

313,773

 

 

 —

 

 

489,185

 

489,185

 

 

489,185

 

Corporate and subordinated debentures

 

391,904

 

388,909

 

 

388,909

 

Other borrowings

 

 

55,358

 

 

54,379

 

 

 —

 

 

54,379

 

 

 —

 

100,000

100,000

100,000

Accrued interest payable

 

 

1,359

 

 

1,359

 

 

 —

 

 

1,359

 

 

 —

 

 

56,808

 

56,808

 

 

56,808

 

Interest rate swap - non-designated hedge

 

 

181

 

 

181

 

 

 —

 

 

181

 

 

 —

 

Interest rate swap - cash flow hedge

 

 

498

 

 

498

 

 

 —

 

 

498

 

 

 —

 

Interest rate swap – non-designated hedge

 

803,539

 

803,539

 

 

803,539

 

Other derivative financial instruments (mortgage banking related)

 

 

51

 

 

51

 

 

 

 

51

 

 

 

947

947

 

 

947

 

Off balance sheet financial instruments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commitments to extend credit

 

 

 —

 

 

1,587

 

 

 —

 

 

1,587

 

 

 —

 

September 30, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

507,517

 

$

507,517

 

$

507,517

 

$

 —

 

$

 —

 

Investment securities

 

 

941,707

 

 

941,932

 

 

12,050

 

 

929,882

 

 

 —

 

Loans held for sale

 

 

57,052

 

 

57,052

 

 

 —

 

 

57,052

 

 

 —

 

Loans, net of allowance for loan losses

 

 

6,489,068

 

 

6,667,622

 

 

 —

 

 

 —

 

 

6,667,622

 

Accrued interest receivable

 

 

17,501

 

 

17,501

 

 

 —

 

 

3,528

 

 

13,973

 

Mortgage servicing rights

 

 

23,064

 

 

23,064

 

 

 —

 

 

 —

 

 

23,064

 

Other derivative financial instruments (mortgage banking related)

 

 

3,091

 

 

3,091

 

 

 —

 

 

3,091

 

 

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

7,247,406

 

 

7,015,012

 

 

 —

 

 

7,015,012

 

 

 

Federal funds purchased and securities sold under agreements to repurchase

 

 

305,268

 

 

305,268

 

 

 —

 

 

305,268

 

 

 

Other borrowings

 

 

55,306

 

 

49,781

 

 

 —

 

 

49,781

 

 

 

Accrued interest payable

 

 

1,384

 

 

1,384

 

 

 —

 

 

1,384

 

 

 

Interest rate swap - cash flow hedge

 

 

655

 

 

655

 

 

 —

 

 

655

 

 

 

Other derivative financial instruments (mortgage banking related)

 

 

444

 

 

444

 

 

 —

 

 

444

 

 

 —

 

Off balance sheet financial instruments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commitments to extend credit

 

 

 —

 

 

45,285

 

 

 —

 

 

45,285

 

 

 —

 

45


35

Table of Contents

Note 1514 — Accumulated Other Comprehensive Income (Loss)

The changes in each componentscomponent of accumulated other comprehensive income (loss)(losses), net of tax, for the three months ended March 31, 2024 and 2023, were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

 

    

Unrealized Gains

    

 

 

    

 

 

 

 

 

 

 

and Losses

 

Gains and

 

 

 

 

 

 

 

 

on Securities

 

Losses on

 

 

 

 

 

Benefit

 

Available

 

Cash Flow

 

 

 

(Dollars in thousands)

 

Plans

 

for Sale

 

Hedges

 

Total

Three Months Ended September 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2017

 

$

(5,962)

 

$

2,506

 

$

(241)

 

$

(3,697)

Other comprehensive income before reclassifications

 

 

 —

 

 

80

 

 

 3

 

 

83

Amounts reclassified from accumulated other comprehensive income (loss)

 

 

116

 

 

(325)

 

 

35

 

 

(174)

Net comprehensive income (loss)

 

 

116

 

 

(245)

 

 

38

 

 

(91)

Balance at September 30, 2017

 

$

(5,846)

 

$

2,261

 

$

(203)

 

$

(3,788)

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30, 2016

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2016

 

$

(5,762)

 

$

12,752

 

$

(480)

 

$

6,510

Other comprehensive income (loss) before reclassifications

 

 

 —

 

 

(2,715)

 

 

32

 

 

(2,683)

Amounts reclassified from accumulated other comprehensive income

 

 

126

 

 

 —

 

 

42

 

 

168

Net comprehensive income (loss)

 

 

126

 

 

(2,715)

 

 

74

 

 

(2,515)

Balance at September 30, 2016

 

$

(5,636)

 

$

10,037

 

$

(406)

 

$

3,995

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2016

 

$

(6,195)

 

$

(1,708)

 

$

(308)

 

$

(8,211)

Other comprehensive income (loss) before reclassifications

 

 

 —

 

 

4,362

 

 

(35)

 

 

4,327

Amounts reclassified from accumulated other comprehensive income (loss)

 

 

349

 

 

(393)

 

 

140

 

 

96

Net comprehensive income

 

 

349

 

 

3,969

 

 

105

 

 

4,423

Balance at September 30, 2017

 

$

(5,846)

 

$

2,261

 

$

(203)

 

$

(3,788)

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2016

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2015

 

$

(6,015)

 

$

2,588

 

$

(444)

 

$

(3,871)

Other comprehensive income (loss) before reclassifications

 

 

 —

 

 

7,524

 

 

(91)

 

 

7,433

Amounts reclassified from accumulated other comprehensive income (loss)

 

 

379

 

 

(75)

 

 

129

 

 

433

Net comprehensive income

 

 

379

 

 

7,449

 

 

38

 

 

7,866

Balance at September 30, 2016

 

$

(5,636)

 

$

10,037

 

$

(406)

 

$

3,995

Unrealized Losses

Benefit

on Securities

(Dollars in thousands)

Plans

Available for Sale

Total

Three Months Ended March 31, 2024

Balance at December 31, 2023

$

627

$

(583,163)

$

(582,536)

Other comprehensive loss before reclassifications

 

 

(40,458)

 

(40,458)

Net comprehensive loss

 

 

(40,458)

 

(40,458)

Balance at March 31, 2024

$

627

$

(623,621)

$

(622,994)

Three Months Ended March 31, 2023

Balance at December 31, 2022

$

(673)

$

(676,415)

$

(677,088)

Other comprehensive income before reclassifications

 

 

63,271

63,271

Amounts reclassified from accumulated other comprehensive loss

 

 

33

 

33

Net comprehensive income

 

 

63,304

 

63,304

Balance at March 31, 2023

$

(673)

$

(613,111)

$

(613,784)

46


Table of Contents

The table below presents the reclassifications out of accumulated other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amount Reclassified from Accumulated Other Comprehensive Income (Loss)

 

 

(Dollars in thousands)

 

For the Three Months Ended September 30,

 

For the Nine Months Ended September 30,

 

 

Accumulated Other Comprehensive Income (Loss) Component

    

2017

    

2016

    

2017

    

2016

    

Income Statement Line Item Affected

Loss on cash flow hedges:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate contracts

 

$

57

 

$

69

 

$

226

 

$

209

 

Interest expense

 

 

 

(22)

 

 

(27)

 

 

(86)

 

 

(80)

 

Provision for income taxes

 

 

 

35

 

 

42

 

 

140

 

 

129

 

Net income

Gains on sales of available for sale securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

(1,278)

 

$

 —

 

$

(1,388)

 

$

(122)

 

Securities gains, net

 

 

 

487

 

 

 —

 

 

529

 

 

47

 

Provision for income taxes

 

 

 

(791)

 

 

 —

 

 

(859)

 

 

(75)

 

Net income

Other-than-temporary impairment losses on available for sale securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

753

 

$

 —

 

$

753

 

$

 —

 

Other-than-temporary impairment losses

 

 

 

(287)

 

 

 —

 

 

(287)

 

 

 —

 

Provision for income taxes

 

 

 

466

 

 

 —

 

 

466

 

 

 —

 

Net income

Amortization of defined benefit pension:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Actuarial losses

 

$

188

 

$

204

 

$

564

 

$

612

 

Salaries and employee benefits

 

 

 

(72)

 

 

(78)

 

 

(215)

 

 

(233)

 

Provision for income taxes

 

 

 

116

 

 

126

 

 

349

 

 

379

 

Net income

Total reclassifications for the period

 

$

(640)

 

$

168

 

$

(370)

 

$

433

 

 

Amount Reclassified from Accumulated Other Comprehensive Income (Loss)

(Dollars in thousands)

For the Three Months Ended March 31,

Accumulated Other Comprehensive Income (Loss) Component

    

2024

    

2023

    

Income Statement
Line Item Affected

Gains on sales of available for sale securities:

$

$

45

Securities gains, net

(12)

Provision for income taxes

33

Net income

Total reclassifications for the period

$

$

33

Note 1615 — Derivative Financial Instruments

Cash Flow Hedge of Interest Rate Risk

The Company utilizes anuses certain derivative instruments to meet the needs of customers as well as to manage the interest rate swap agreement to essentiallyconvert a portionrisk associated with certain transactions. The following table summarizes the derivative financial instruments used by the Company as of its variable-rate debt to a fixed rate (cash flow hedge).  For derivatives designatedMarch 31, 2024 and December 31, 2023:

March 31, 2024

December 31, 2023

Balance Sheet

Notional

Estimated Fair Value

Notional

Estimated Fair Value

(Dollars in thousands)

  

Location

  

Amount

  

Gain

  

Loss

  

Amount

  

Gain

  

Loss

Fair value hedge of interest rate risk:

Pay fixed rate swap with counterparty

Other Assets

$

9,099

$

373

$

$

9,188

$

220

$

Not designated hedges of interest rate risk:

Customer related interest rate contracts:

Matched interest rate swaps with borrowers

Other Assets and Other Liabilities

11,513,291

29,960

954,297

11,327,419

60,145

803,539

Matched interest rate swaps with counterparty (1)

Other Assets

11,422,100

144,041

11,235,952

108,820

Economic hedges of interest rate risk:

Pay floating rate swap with counterparty

Other Assets

1,760,000

(1)

1,660,000

(5)

Not designated hedges of interest rate risk – mortgage banking activities:

Contracts used to hedge mortgage servicing rights

Other Assets

107,000

381

142,000

2,605

Contracts used to hedge mortgage pipeline

Other Assets and Other Liabilities

123,000

2,030

491

77,500

1,154

947

Total derivatives

$

24,934,490

$

176,784

$

954,788

$

24,452,059

$

172,939

$

804,486

(1)The fair value of the interest rate swap derivative assets was reduced by $781.1 million in variation margin payments applicable to swaps centrally cleared through LCH and CME.

36

Table of Contents

Balance Sheet Fair Value Hedge

As of March 31, 2024 and December 31, 2023, the Company maintained loan swaps, with an aggregate notional amount of $9.1 million and $9.2 million, respectively, accounted for as hedging exposure to variable cash flows of a forecasted transaction (cash flow hedge), the effective portionfair value hedges. The amortized cost basis of the derivative’s gain or loss is initially reportedloans being hedged were $9.6 million and $9.7 million, respectively, as a component of other comprehensive incomeMarch 31, 2024 and subsequently reclassified into earnings when the forecasted transaction affects earnings or when the hedge is terminated. The ineffective portion of the gain or loss is reported in earnings immediately. For derivatives that are not designated as hedging instruments,December 31, 2023. This derivative protects us from interest rate risk caused by changes in the SOFR curve in relation to a certain designated fixed rate loan. The derivative converts the fixed rate loan to a floating rate. Settlement occurs in any given period where there is a difference in the stated fixed rate and variable rate and the difference is recorded in net interest income. The fair value of this hedge is recorded in either other assets or in other liabilities depending on the derivatives are recognized in earnings immediately.

When applying hedge accounting for derivatives, the Company establishes a method for assessing the effectiveness of the hedging derivative and a measurement approach for determining the ineffective aspectposition of the hedge upon the inception of the hedge.

During 2009, the Company entered into a forward starting interest rate swap agreement with a notional amount of $8.0 million to manage interest rate risk due to periodic rate resets on its junior subordinated debt issued by SCBT Capital Trust II, an unconsolidated subsidiary of the Company established for the purpose of issuing trust preferred securities.  The Company hedges the variable rate cash flows of subordinated debt against future interest rate increases by using an interest rate swap that effectively fixed the rate on the debt beginning on June 15, 2010, at which time the debt contractually converted from a fixed interest rate to a variable interest rate.  This hedge expires on June 15, 2019.  The notional amount on which the interest payments are based will not be exchanged.  This derivatives contract calls for the Company to pay a fixed rate of 4.06% on $8.0 million notional amount and receive a variable rate of three-month LIBOR on the $8.0 million notional amount.

The Company recognized an after-tax unrealized gain on its cash flow hedge in other comprehensive income of $38,000 and $105,000 for the three and nine months ended September 30, 2017, respectively. This compares to an unrealized gain of $74,000 and $38,000 for the three and nine months ended September 30, 2016, respectively.  The

47


Company recognized a $328,000 cash flow hedge liability in other liabilities on the balance sheet at September 30, 2017, compared to a $655,000 liability at September 30, 2016.  There was no ineffectiveness in the cash flow hedge during the three and nine months ended September 30, 2017 and 2016.

On January 3, 2017, the Company, through its merger with SBFC, acquired two forward starting interest rate swaps with a total notational amount of $10.0 million which was used to manage interest rate risk by SBFC on its $20.6 million in junior subordinated debt issued by capital trusts.  Like the Company, SBFC was using the swaps to hedge the variable rate cash flows of subordinated debt against future interest rate increases by using an interest rate swap that effectively fixed the rate on the debt.  The subordinated debt was paying interest at three month LIBOR plus 1.40% (2.36% at the time of the merger) while the interest rate swaps were providing a fixed rate of approximately 5.35% on $10.0 million of the junior subordinated debt.  During the first quarter of 2017, the Company decided to terminate the interest rate swaps acquired through the merger with SBFC with an immaterial effect to net income.

Credit risk related to the derivative arises when amounts receivable from the counterparty (derivatives dealer) exceed those payable.  The Company controls the risk of loss by only transacting with derivatives dealers that are national market makers whose credit ratings are strong. Each party to the interest rate swap is required to provide collateral in the form of cash or securities to the counterparty when the counterparty’s exposure to a mark-to-market replacement value exceeds certain negotiated limits.  These limits are typically based on current credit ratings and vary with ratings changes.  As of September 30, 2017 and 2016, the Company provided $450,000 and $750,000 of collateral, respectively, which is included in cash and cash equivalents on the balance sheet as interest-bearing deposits with banks.  Also, the Company has a netting agreement with the counterparty.offset recorded in loans.

Non-designated Hedges of Interest Rate Risk

Customer Swap

On December 28, 2016, theThe Company entered into twomaintains interest rate swap contracts with loan customers of respondent bank customers of the Correspondent Banking Division, in addition to loan customers of the Bank, that wereare classified as non-designated hedges and are not speculative in nature. One ofThese agreements are designed to convert customer’s variable rate loans with the derivatives is anCompany and respondent bank customers to fixed rate. These interest rate swap that wasswaps are executed with a commercial borrowerloan customers to facilitate a respective risk management strategy and allow the customer to pay a fixed rate of interest to the Company. ThisThese interest rate swap wasswaps are simultaneously hedged by executing an offsetting interest rate swap that was entered intoswaps with a derivatives dealerunrelated market counterparties to minimize the net risk exposure to the Company resulting from the transactions and allow the Company to receive a variable rate of interest. The interest rate swaps pay and receive interest based on a one-month SOFR floating rate plus a credit spread, with payments being calculated on the notional amount.

The variation margin settlement payment and the related derivative instruments fair value are considered a single unit of account for accounting and financial reporting purposes. Depending on the net position of the swaps with LCH and CME, the fair value, net of the variation margin, is reported in Derivative Assets or Derivative Liabilities on the Consolidated Balance Sheets. In addition, the expense or income attributable to the variation margin for the centrally cleared swaps with LCH and CME is reported in Noninterest Income, specifically within Correspondent and Capital Markets Income. The daily settlement of the derivative exposure does not change or reset the contractual terms of the instrument.

As the interest rate swaps associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings. As of September 30, 2017,March 31, 2024 and December 31, 2023, the interest rate swaps had an aggregate notional amount of approximately $27.0 million$22.9 billion and $22.6 billion, respectively. At March 31, 2024, the fair value of the interest rate swap derivatives areis recorded in other assets at $200,000$174.0 million and in other liabilities at $197,000 for a net asset carrying$954.3 billion. The fair value of $3,000, whichderivative assets at March 31, 2024 was recordedreduced by $781.1 million in variation margin payments applicable to swaps centrally cleared through earnings.  TheLCH and CME. At December 31, 2023, the fair value of the interest rate swap derivatives was recorded in other assets at $169.0 million and other liabilities at $803.5 billion. The fair value of derivative withassets at December 31, 2023 was reduced by $635.3 million in variation margin payments applicable to swaps centrally cleared through LCH and CME. All changes in fair value are recorded through earnings within Correspondent and Capital Markets Income, a component of Noninterest Income on the derivatives dealerConsolidated Statements of Income.There was in a net liability positiongain of $197,000 at September 30, 2017 and$113,000 recorded on these derivatives for the Companyyear ended March 31, 2024. There was required to provide $300,000a net gain of $96,000 recorded on these derivatives for the quarter ended March 31, 2023. As of March 31, 2024, we provided $237.8 million of cash collateral on the customer swaps, which is included in cashCash and cash equivalentsCash Equivalents on the balance sheetConsolidated Balance Sheets as interest-bearing depositsDeposits in Other Financial Institutions (Restricted Cash). We also provided $99.5 million in investment securities at market value as collateral on the customer swaps which is included in Investment Securities – available for sale on the Consolidated Balance Sheets. Counterparties provided $53.7 million of cash collateral to the Company to secure swap asset positions that were not centrally cleared, which is included in Interest-bearing Deposits within Total Liabilities on the Consolidated Balance Sheets.

37

Table of Contents

Balance Sheet Economic Hedge

During the third quarter of 2023, management began executing a series of short-term interest rate hedges to address monthly accrual mismatches related to the Company’s Assumable Rate Conversion (“ARC”) program and its transition from LIBOR to SOFR after June 30, 2023. The Company is required to execute the correspondent side of its back-to-back swaps with banks.customers with the central clearinghouses (CME or LCH). Term SOFR was not available to execute through CME and LCH, and therefore, management elected to convert to the CME-eligible daily SOFR. Because many of the respondent bank customers converted to Term SOFR, this created interest rate basis risk. To address this risk, monthly interest rate hedges were executed to minimize the impact of accrual mismatches between the monthly Term SOFR used by the customer and the daily SOFR rates used by the central clearinghouses.

As of March 31, 2024, the Company maintained an aggregate notional amount of $1.8 billion short-term interest rate hedges that were accounted for as economic hedges. As noted above, the derivatives protect the Company from interest rate risk caused by changes in the term and daily SOFR accrual mismatches. The fair value of these hedges is recorded in either Other Assets or in Other Liabilities depending on the position of the hedge with the offset recorded in Correspondent Banking and Capital Market Income, a component of Noninterest Income on the Consolidated Statements of Income. There was a net lossof $1,000 for these derivatives for the three months ended March 31, 2024. There was a net loss of $5,000 for these derivatives for the year ended December 31, 2023.

Foreign Exchange

The Company may enter into foreign exchange contracts with customers to accommodate their need to convert certain foreign currencies into U.S. Dollars. To offset the foreign exchange risk, the Company may enter into substantially identical agreements with an unrelated market counterparty to hedge these foreign exchange contracts. If there were foreign currency contracts outstanding at March 31, 2024, the fair value of these contracts would be included in Other Assets and Other Liabilities in the accompanying Consolidated Balance Sheets. All changes in fair value are recorded as other noninterest income. There was no gain or loss recorded related to the foreign exchange derivative for the three months ended March 31, 2024 and 2023.

Mortgage Banking

The Company also has derivatives contracts that are not classified as non-designated hedges.  These derivatives contracts are a part ofaccounting hedges to mitigate risks related to the Company’s risk management strategy for its mortgage banking activities. These instruments may include financial forwards, futures contracts, and options written and purchased, which are used to hedge MSRs; while forward sales commitments are typically used to hedge the mortgage pipeline. Such instruments derive their cash flows, and therefore their values, by reference to an underlying instrument, index or referenced interest rate. The Company does not elect hedge accounting treatment for any of these derivative instruments and as a result, changes in fair value of the instruments (both gains and losses) are recorded in the Company’s consolidated statementsConsolidated Statements of incomeIncome in mortgage banking income.Mortgage Banking Income.

Mortgage Servicing Rights (“MSRs”)

Derivatives contracts related to MSRs are used to help offset changes in fair value and are written in amounts referred to as notional amounts. Notional amounts provide a basis for calculating payments between counterparties but

48


do not represent amounts to be exchanged between the parties and are not a measure of financial risk. On September 30, 2017, the CompanyMarch 31, 2024, we had derivative financial instruments outstanding with notional amounts totaling $108.5$107.0 million related to MSRs, compared to $128.5$142.0 million on September 30, 2016.December 31, 2023. The estimated net fair value of the open contracts related to the MSRs was recorded as a lossgain of $775,000$381,000 at September 30, 2017, March 31, 2024,compared to a gain of $42,000$2.6 million at September 30, 2016.December 31, 2023.

38

Table of Contents

Mortgage Pipeline

The following table presents the Company’sour notional value of forward sale commitments and the fair value of those obligations along with the fair value of the mortgage pipeline.pipeline related to the held for sale portfolio.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in thousands)

    

September 30, 2017

    

December 31, 2016

    

September 30, 2016

 

    

March 31, 2024

    

December 31, 2023

    

Mortgage loan pipeline

 

$

90,452

 

$

85,445

 

$

155,747

 

$

117,590

$

65,051

Expected closures

 

 

(22,613)

 

 

64,083

 

 

116,810

 

 

102,911

 

54,993

Fair value of mortgage loan pipeline commitments

 

 

941

 

 

1,037

 

 

3,049

 

 

2,030

 

1,154

Forward sales commitments

 

 

89,593

 

 

97,092

 

 

146,000

 

 

123,000

 

77,500

Fair value of forward commitments

 

 

(3)

 

 

1,366

 

 

(445)

 

 

(491)

 

(947)

Note 1716 — Capital Ratios

The Company is subject to regulations with respect to certain risk-based capital ratios. These risk-based capital ratios measure the relationship of capital to a combination of balance sheet and off-balance sheet risks. The values of both balance sheet and off-balance sheet items are adjusted based on the rules to reflect categorical credit risk. In addition to the risk-based capital ratios, the regulatory agencies have also established a leverage ratio for assessing capital adequacy. The leverage ratio is equal to Tier 1 capital divided by total consolidated on-balance sheet assets (minus amounts deducted from Tier 1 capital). The leverage ratio does not involve assigning risk weights to assets.

In July 2013, the Federal Reserve announced its approval of a final rule to implement the regulatory capital reforms developed by the Basel Committee on Banking Supervision (“Basel III”), among other changes required by the Dodd-Frank Wall Street Reform and Consumer Protection Act.  The new rules became effective January 1, 2015, subject to a phase-in period for certain aspects of the new rules.

As applied toUnder current regulations, the Company and the Bank the new rules includeare subject to a new minimum required ratio of common equity Tier 1 capital ("CET1"(“CET1”) to risk-weighted assets of 4.5%. The new rules also raised the and a minimum required ratio of Tier 1 capital to risk-weighted assets from 4% toof 6%. The minimum required leverage ratio under the new rules is 4%. The minimum required total capital to risk-weighted assets ratio remains at is 8% under the new rules..

In order to avoid restrictions on capital distributions and discretionary bonus payments to executives, under the new rules a covered banking organization is also required to maintain a “capital conservation buffer” in addition to its minimum risk-based capital requirements. This buffer is required to consist solely of common equity Tier 1,CET1, and the buffer applies to all three risk-based measurements (CET1, Tier 1 capital and total capital). The capital conservation buffer will be phased in incrementally over time, beginning January 1, 2016 and becoming fully effective on January 1, 2019, and will ultimately consistconsists of an additional amount of Tier 1 common equity equal to 2.5% of risk-weighted assets.

The Bank is also subject to the regulatory framework for prompt corrective action, which identifies five capital categories for insured depository institutions (well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized) and is based on specified thresholds for each of the three risk-based regulatory capital ratios (CET1, Tier 1 capital and total capital) and for the leverage ratio.

49


39

Table of Contents

The following table presents actual and required capital ratios as of September 30, 2017,March 31, 2024 and December 31, 2016 and September 30, 20162023 for the Company and the Bank under the Basel IIIcurrent capital rules.  The minimum required capital amounts presented include the minimum required capital levels as of September 30, 2017 based on the phase-in provisions of the Basel III Capital Rules and the minimum required capital levels as of January 1, 2019 when the Basel III Capital Rules have been fully phased-in. Capital levels required to be considered well capitalized are based upon prompt corrective action regulations, as amended to reflect the changes under the Basel III Capital Rules.regulations.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Minimum Capital

 

Minimum Capital

 

Required to be

 

 

 

 

 

 

 

Required - Basel III

 

Required - Basel III

 

Considered Well

 

 

Actual

 

Phase-In Schedule

 

Fully Phased In

 

Capitalized

 

 

Required to be

 

Minimum Capital

 

Considered Well

 

Actual

Required – Basel III

Capitalized

(Dollars in thousands)

    

Amount

    

Ratio

    

Capital Amount

    

Ratio

    

Capital Amount

    

Ratio

    

Capital Amount

    

Ratio

 

    

Amount

    

Ratio

    

Capital Amount

    

Ratio

    

Capital Amount

    

Ratio

 

September 30, 2017

 

 

    

 

    

 

 

    

 

    

 

 

    

 

    

 

 

    

 

    

 

March 31, 2024:

    

    

    

    

    

    

Common equity Tier 1 to risk-weighted assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

$

1,013,065

 

12.11

%  

$

480,973

 

5.75

%  

$

585,532

 

7.00

%  

$

543,709

 

6.50

%  

$

4,203,524

 

11.95

%  

$

2,461,344

7.00

%  

$

2,285,534

 

6.50

%  

South State Bank (the Bank)

 

 

1,050,203

 

12.56

%  

 

480,977

 

5.75

%  

 

585,537

 

7.00

%  

 

543,713

 

6.50

%  

SouthState Bank (the Bank)

 

4,447,788

 

12.67

%  

 

2,458,057

7.00

%  

 

2,282,481

 

6.50

%  

Tier 1 capital to risk-weighted assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

 

1,084,145

 

12.96

%  

 

606,444

 

7.25

%  

 

711,004

 

8.50

%  

 

669,180

 

8.00

%  

 

4,203,524

 

11.95

%  

 

2,988,775

8.50

%  

 

2,812,965

 

8.00

%  

South State Bank (the Bank)

 

 

1,050,203

 

12.56

%  

 

606,449

 

7.25

%  

 

711,009

 

8.50

%  

 

669,185

 

8.00

%  

SouthState Bank (the Bank)

 

4,447,788

 

12.67

%  

 

2,984,783

8.50

%  

 

2,809,208

 

8.00

%  

Total capital to risk-weighted assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

 

1,129,742

 

13.51

%  

 

773,739

 

9.25

%  

 

878,299

 

10.50

%  

 

836,475

 

10.00

%  

 

5,036,477

 

14.32

%  

 

3,692,016

10.50

%  

 

3,516,206

 

10.00

%  

South State Bank (the Bank)

 

 

1,095,624

 

13.10

%  

 

773,745

 

9.25

%  

 

878,305

 

10.50

%  

 

836,481

 

10.00

%  

SouthState Bank (the Bank)

 

4,890,571

 

13.93

%  

 

3,687,085

10.50

%  

 

3,511,510

 

10.00

%  

Tier 1 capital to average assets (leverage ratio):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

 

1,084,145

 

10.34

%  

 

419,265

 

4.00

%  

 

419,265

 

4.00

%  

 

524,082

 

5.00

%  

 

4,203,524

 

9.58

%  

 

1,754,572

4.00

%  

 

2,193,216

 

5.00

%  

South State Bank (the Bank)

 

 

1,050,203

 

10.02

%  

 

419,148

 

4.00

%  

 

419,148

 

4.00

%  

 

523,935

 

5.00

%  

December 31, 2016:

 

 

    

 

    

 

 

    

 

    

 

 

    

 

    

 

 

    

 

    

 

SouthState Bank (the Bank)

 

4,447,788

 

10.14

%  

 

1,753,939

4.00

%  

 

2,192,423

 

5.00

%  

December 31, 2023:

    

    

    

    

    

    

Common equity Tier 1 to risk-weighted assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

$

788,544

 

11.66

%  

$

346,730

 

5.125

%  

$

473,582

 

7.00

%  

$

439,755

 

6.50

%  

$

4,159,187

 

11.75

%  

$

2,476,926

7.00

%  

$

2,300,003

 

6.50

%  

South State Bank (the Bank)

 

 

815,823

 

12.06

%  

 

346,629

 

5.125

%  

 

473,444

 

7.00

%  

 

439,627

 

6.50

%  

SouthState Bank (the Bank)

 

4,424,466

 

12.52

%  

 

2,473,961

7.00

%  

 

2,297,250

 

6.50

%  

Tier 1 capital to risk-weighted assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

 

841,266

 

12.43

%  

 

448,212

 

6.625

%  

 

575,064

 

8.50

%  

 

541,237

 

8.00

%  

 

4,159,187

 

11.75

%  

 

3,007,696

8.50

%  

 

2,830,773

 

8.00

%  

South State Bank (the Bank)

 

 

815,823

 

12.06

%  

 

448,081

 

6.625

%  

 

574,896

 

8.50

%  

 

541,079

 

8.00

%  

SouthState Bank (the Bank)

 

4,424,466

 

12.52

%  

 

3,004,096

8.50

%  

 

2,827,384

 

8.00

%  

Total capital to risk-weighted assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

 

881,957

 

13.04

%  

 

583,521

 

8.625

%  

 

710,374

 

10.50

%  

 

676,546

 

10.00

%  

 

4,983,012

 

14.08

%  

 

3,715,389

10.50

%  

 

3,538,466

 

10.00

%  

South State Bank (the Bank)

 

 

856,388

 

12.66

%  

 

583,351

 

8.625

%  

 

710,166

 

10.50

%  

 

676,349

 

10.00

%  

SouthState Bank (the Bank)

 

4,858,292

 

13.75

%  

 

3,710,942

10.50

%  

 

3,534,230

 

10.00

%  

Tier 1 capital to average assets (leverage ratio):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

 

841,266

 

9.88

%  

 

340,612

 

4.00

%  

 

340,612

 

4.00

%  

 

425,765

 

5.00

%  

 

4,159,187

 

9.42

%  

 

1,765,295

4.00

%  

 

2,206,619

 

5.00

%  

South State Bank (the Bank)

 

 

815,823

 

9.58

%  

 

340,483

 

4.00

% ��

 

340,483

 

4.00

%  

 

425,604

 

5.00

%  

September 30, 2016:

 

 

    

 

    

 

 

    

 

    

 

 

    

 

    

 

 

    

 

    

 

Common equity Tier 1 to risk-weighted assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

$

765,032

 

11.48

%  

$

341,538

 

5.125

%  

$

466,491

 

7.00

%  

$

433,170

 

6.50

%  

South State Bank (the Bank)

 

 

790,497

 

11.86

%  

 

341,492

 

5.125

%  

 

466,428

 

7.00

%  

 

433,112

 

6.50

%  

Tier 1 capital to risk-weighted assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

 

817,746

 

12.27

%  

 

441,500

 

6.625

%  

 

566,453

 

8.50

%  

 

533,132

 

8.00

%  

South State Bank (the Bank)

 

 

790,497

 

11.86

%  

 

441,441

 

6.625

%  

 

566,377

 

8.50

%  

 

533,061

 

8.00

%  

Total capital to risk-weighted assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

 

858,813

 

12.89

%  

 

574,783

 

8.625

%  

 

699,736

 

10.50

%  

 

666,415

 

10.00

%  

South State Bank (the Bank)

 

 

831,429

 

12.48

%  

 

574,706

 

8.625

%  

 

699,643

 

10.50

%  

 

666,326

 

10.00

%  

Tier 1 capital to average assets (leverage ratio):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

 

817,746

 

9.74

%  

 

335,972

 

4.00

%  

 

335,972

 

4.00

%  

 

419,964

 

5.00

%  

South State Bank (the Bank)

 

 

790,497

 

9.42

%  

 

335,798

 

4.00

%  

 

335,798

 

4.00

%  

 

419,748

 

5.00

%  

SouthState Bank (the Bank)

 

4,424,466

 

10.03

%  

 

1,764,736

4.00

%  

 

2,205,921

 

5.00

%  

As of September 30, 2017,March 31, 2024 and December 31, 2016, and September 30, 2016,2023, the capital ratios of the Company and the Bank were well in excess of the minimum regulatory requirements and exceeded the thresholds for the “well capitalized” regulatory classification.

With the implementation of ASU 2016-13 in January 2020, the Company recorded additional allowance for credit losses for loans of $54.4 million, deferred tax assets of $12.6 million, an additional reserve for unfunded commitments of $6.4 million and an adjustment to retained earnings of $44.8 million. Instead of recognizing the effects from ASU 2016-13 at adoption, the standard included a transitional method option for recognizing the adoption date effects on the Company’s regulatory capital calculations over a three-year phase-in. In March 2020, in response to the COVID-19 pandemic, the regulatory agencies provided an additional transitional method option of a two-year deferral for the start of the three-year phase-in of the recognition of the adoption date effects of ASU 2016-13 along with an option to defer the current impact on regulatory capital calculations of ASU 2016-13 during the first two years (“5-year method”). Under this 5-year method, the Company would recognize an estimate of the previous incurred loss method for determining the allowance for credit losses in regulatory capital calculations and the difference from the CECL method would be deferred for two years. After two years, the effects from adoption date and the deferral difference from the first two years of applying CECL would be phased-in over three years using the straight-line method. The regulatory rules provided a one-time opportunity at the end of the first quarter of 2020 for covered banking organizations to choose its transition option for CECL. The Company chose the 5-year method and is deferring the recognition of the effects from adoption date and the CECL difference from the first two years of application. This amount was fixed as of December 31, 2021, and that amount began the three-year phase out in the first quarter of 2022 with 25% being phased out in 2024.

40

Table of Contents

Note 18—17 — Goodwill and Other Intangible Assets

The carrying amount of goodwill was $597.2 million$1.9 billion at September 30, 2017. The Company added $258.9 million in goodwill related to the SBFC merger during 2017.  March 31, 2024and December 31, 2023. The Company’s other intangible assets, consisting of core deposit intangibles, noncompete intangibles, and client list intangibles are included on the face of the balance sheet.

The Company added $18.1 million in core deposit intangible relatedlast completed its annual valuation of the carrying value of its goodwill as of October 31, 2023 and determined there was no impairment of the Company’s goodwill. Management continues to monitor the SBFC merger.  impact of market conditions on the Company’s business, operating results, cash flows and/or financial condition.

The following is a summary of gross carrying amounts and accumulated amortization of other intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

 

September 30,

 

March 31,

December 31,

(Dollars in thousands)

    

2017

 

2016

 

2016

 

    

2024

    

2023

    

Gross carrying amount

Gross carrying amount

 

$

100,274

 

$

82,154

 

$

82,154

 

$

275,168

$

274,753

Accumulated amortization

Accumulated amortization

 

 

(49,802)

 

 

(42,306)

 

 

(40,416)

 

 

(191,975)

 

(185,977)

 

$

50,472

 

$

39,848

 

$

41,738

 

$

83,193

$

88,776

50


Amortization expense totaled $2.5 million and $7.5$6.0 million for the three and nine monthsquarter ended September 30, 2017, respectively,March 31, 2024, compared to $1.9 million and $5.7$7.3 million for the three and nine monthsquarter ended September 30, 2016, respectively.March 31, 2023.  Other intangibles are amortized using either the straight-line method or an accelerated basis over their estimated useful lives, with lives generally between two and 15 years.

The Company applies fair value accounting to the Company’s SBA servicing asset. The change in fair value of the SBA servicing asset is recorded in SBA Income, a component of Noninterest Income on the Consolidated Statements of Income, during each applicable reporting period.  As a result of the fair value accounting treatment, the Company does not amortize the SBA servicing asset and therefore excludes the SBA servicing asset from the future amortization expense table presented below.  The fair value of the SBA servicing asset was $6.4 million and $6.0 million, respectively, at March 31, 2024 and December 31, 2023.  The fair value of the SBA servicing asset is included in Core Deposit and Other Intangibles on the Consolidated Balance Sheets.

Estimated amortization expense for other intangibles for each of the next five quarters is as follows:

 

 

 

 

 

 

 

 

 

 

(Dollars in thousands)

 

 

 

 

Quarter ending:

    

 

    

 

December 31, 2017

 

$

2,494

 

March 31, 2018

 

 

2,331

 

June 30, 2018

 

 

2,319

 

September 30, 2018

 

 

2,318

 

December 31, 2018

 

 

2,317

 

Thereafter

 

 

38,693

 

 

 

$

50,472

 

(Dollars in thousands)

Quarter ending:

    

    

 

June 30, 2024

$

5,744

September 30, 2024

 

5,327

December 31, 2024

 

5,326

March 31, 2025

 

5,100

June 30, 2025

4,836

Thereafter

 

50,493

$

76,826

Note 1918 Mortgage Loan Servicing, Mortgage Origination, and Loans Held for Sale

As of September 30, 2017, December 31, 2016, and September 30, 2016, theThe portfolio of residential mortgages serviced for others, which is not included in the accompanying balance sheets,Consolidated Balance Sheets the portfolio of residential mortgages serviced for others, was $2.9$6.6 billion $2.7 billion,as of March 31, 2024 and $2.7 billion, respectively.December 31, 2023. Servicing loans for others generally consists of collecting mortgage payments, maintaining escrow accounts and disbursing payments to investors. The amountamounts of contractually specified servicing fees we earned by the Company during the three and nine months ended September 30, 2017March 31, 2024 and September 30, 2016 was $1.8March 31, 2023 were $4.2 million and $5.4 million, and $1.7 million and $5.1$4.1 million, respectively. Servicing fees are recorded in mortgage banking incomeMortgage Banking Income in the Company’s consolidated statementsour Consolidated Statements of income.Income.

At September 30, 2017,March 31, 2024 and December 31, 2016, and September 30, 2016,2023, MSRs were $29.9 million, $29.0$88.0 million and $23.1$85.2 million on the Company’s consolidated balance sheets,our Consolidated Balance Sheets, respectively. MSRs are recorded at fair value with changes in fair value recorded as a component of mortgage banking incomeMortgage Banking Income in the consolidated statementsConsolidated Statements of income.Income. The market value adjustments related to MSRs recorded in mortgage banking incomeMortgage Banking Income for the three and nine months ended September 30, 2017March 31, 2024 and September 30, 2016March 31, 2023 were gains of $2.4 million, compared with losses of $684,000 and $1.1 million, respectively, compared with a gain of $171,000 and a loss of $4.3$1.3 million, respectively. The Company has used various free standing derivative instruments to mitigate the income statement effect of changes in fair value due toresulting from changes in market value adjustments, andin addition to changes in valuation inputs and assumptions related to MSRs.

41

Table of Contents

See Note 1413 — Fair Value for the changes in fair value of MSRs. The following table presents the changes in the fair value of the MSR and offsetting hedge.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

    

Nine Months Ended

(Dollars in thousands)

    

September 30, 2017

    

September 30, 2016

    

September 30, 2017

    

September 30, 2016

Increase (decrease) in fair value of MSRs

 

$

(684)

 

$

171

 

$

(1,055)

 

$

(4,305)

Decay of MSRs

 

 

(977)

 

 

(1,245)

 

 

(2,809)

 

 

(3,015)

Gain (loss) related to derivatives

 

$

(85)

 

$

(492)

 

$

1,010

 

$

4,521

Net effect on statements of income

 

$

(1,746)

 

$

(1,566)

 

$

(2,854)

 

$

(2,799)

Three Months Ended

(Dollars in thousands)

    

March 31, 2024

    

March 31, 2023

 

Increase/(decrease) in fair value of MSRs

$

2,384

$

(1,290)

Decay of MSRs

 

(1,442)

 

(1,409)

(Loss) gain related to derivatives

(2,580)

145

Net effect on Consolidated Statements of Income

$

(1,638)

$

(2,554)

The fair value of MSRs is highly sensitive to changes in assumptions and fair value is determined by estimating the present value of the asset’s future cash flows utilizing market-based prepayment rates, discount rates and other assumptions validated through comparison to trade information, industry surveys and with the use of independent third partythird-party appraisals. Changes in prepayment speed assumptions have the most significant impact on the fair value of MSRs. Generally, as interest rates decline, mortgage loan prepayments accelerate due to increased refinance activity, which results in a decrease in the fair value of the MSRs.MSR. Measurement of fair value is limited to the conditions existing and the assumptions utilized as of a particular point in time, and those assumptions may not be appropriate if they are applied at a different time. See Note 1413 — Fair Value for additional information regarding fair value.

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The characteristics and sensitivity analysis of the MSRs are included in the following table.

March 31,

December 31,

(Dollars in thousands)

    

2024

   

    

2023

   

   

Composition of residential loans serviced for others

Fixed-rate mortgage loans

100.0

%  

100.0

%  

Adjustable-rate mortgage loans

%  

%  

Total

100.0

%  

100.0

%  

Weighted average life

8.04

years

8.03

years  

Constant Prepayment rate (CPR)

7.0

%  

7.0

%  

Estimated impact on fair value of a 10% increase

$

(528)

$

(522)

Estimated impact on fair value of a 20% increase

(1,037)

(1,014)

Estimated impact on fair value of a 10% decrease

546

551

Estimated impact on fair value of a 20% decrease

1,106

1,128

Weighted average discount rate

10.8

%  

10.7

%  

Estimated impact on fair value of a 10% increase

$

(3,192)

$

(3,270)

Estimated impact on fair value of a 20% increase

(6,377)

(6,458)

Estimated impact on fair value of a 10% decrease

3,061

3,242

Estimated impact on fair value of a 20% decrease

5,804

6,283

Effect on fair value due to change in interest rates

25 basis point increase

$

1,595

$

1,647

50 basis point increase

3,044

3,189

25 basis point decrease

(1,729)

(1,723)

50 basis point decrease

(3,548)

(3,501)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

 

December 31,

 

 

September 30,

 

 

(Dollars in thousands)

    

2017

   

    

2016

   

    

2016

 

 

Composition of residential loans serviced for others

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed-rate mortgage loans

 

 

99.7

%  

 

 

99.6

%  

 

 

99.5

%

 

Adjustable-rate mortgage loans

 

 

0.3

%  

 

 

0.4

%  

 

 

0.5

%

 

Total

 

 

100.0

%  

 

 

100.0

%  

 

 

100.0

%

 

Weighted average life

 

 

7.38

years

 

 

7.70

years  

 

 

5.80

years

 

Constant Prepayment rate (CPR)

 

 

8.3

%  

 

 

7.7

%  

 

 

12.3

%

 

Weighted average discount rate

 

 

9.5

%  

 

 

9.8

%  

 

 

9.8

%

 

Effect on fair value due to change in interest rates

 

 

 

 

 

 

 

 

 

 

 

 

 

25 basis point increase

 

$

1,605

 

 

$

1,399

 

 

$

2,093

 

 

50 basis point increase

 

 

2,934

 

 

 

2,557

 

 

 

3,968

 

 

25 basis point decrease

 

 

(1,940)

 

 

 

(1,713)

 

 

 

(2,398)

 

 

50 basis point decrease

 

 

(4,249)

 

 

 

(3,670)

 

 

 

(4,845)

 

 

The sensitivity calculations in the previous tableabove are hypothetical and should not be considered to be predictive of future performance. Changes in fair value based on adverse changes in assumptions generally cannot be extrapolated because the relationship of the changeschange in assumptionsassumption to the change in fair value may not be linear. Also, the effectseffect of an adversea variation in a particular assumption on the fair value of the residential MSRs is calculated without changing any other assumptions,assumption, while in reality changes in one factor may result in changingchanges in another, which may either magnify or contractcounteract the effect of the change. The derivative instruments utilized by the Company would serve to reduce the estimated impacts to fair value included in the table above.

Custodial escrow balances maintained in connection with the loan servicing were $28.4 million and $24.3 million at September 30, 2017 and September 30, 2016, respectively.

Mandatory cash forwards and wholeWhole loan sales were $206.8 million and $565.1$222.6 million for the three and nine months ended September 30, 2017, respectively,March 31, 2024, compared to $215.2 million and $530.6$159.4 million for the three and nine months ended September 30, 2016, respectively.March 31, 2023. For the three and nine months ended September 30, 2017,  $149.8 million and $424.0March 31, 2024, $160.7 million, or 72.4% and 75.0%72.2%, respectively, were sold with the servicing rights retained by the company,Company, compared to $175.2 million and $418.8$123.0 million, or 81.4% and 78.9%,77.2% for March 31, 2023.

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The Company retains no beneficial interests in these sales but may retain the servicing rights for the loans sold. The risks related to the sold loans with the retained servicing rights due to a representation or warranty violation such as noncompliance with eligibility or servicing requirements, or customer fraud, that should have been identified in a loan file review are disclosed in Note 1 — Summary of Significant Accounting Policies, under the “Loans Held for Sale” section, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The Company is obligated to subsequently repurchase a loan if such representation or warranty violation is identified by the purchaser. The aggregated principal balances of loans repurchased for the three and nine months ended September 30, 2016, respectively .March 31, 2024 and March 31, 2023 were approximately $117,000 and $345,000, respectively. There were approximately $9,000 and $11,000 in loss reimbursement and settlement claims paid during the three months ended March 31, 2024 and 2023, respectively.

Loans held for sale have historically been comprised of residential mortgage loans awaiting sale in the secondary market, which generally settle in 15 to 45 days.days. Loans held for sale which consists primarily of residential mortgage loans to be sold in the secondary market, were $46.3 million, $50.6$56.6 million and $57.1$50.9 million at September 30, 2017,March 31, 2024 and December 31, 2016, and September 30, 2016,2023, respectively.

Please see Note 20 – Investments13 — Fair Value, under the “Fair Value Option”, section in Qualified Affordable Housing Projects

The Company has investments in qualified affordable housing projects (“QAHPs”) that provide low income housing tax credits and operating loss benefits over an extended period.  The tax creditsthis Quarterly Report on Form 10-Q for summary of the fair value and the operating loss tax benefits that are generated by eachunpaid principal balance of loans held for sale and the properties are expected to exceed the totalchanges in fair value of the investment made by the Company. For the nine months ended September 30, 2017, tax credits and other tax benefits of $2.3 million and amortization of $1.8 million were recorded.  For the nine months ended September 30, 2016, the Company recorded tax credits and other tax benefits of $1.8 million and amortization of $1.1 million. At September 30, 2017 and 2016, the Company’s carrying value of QAHPs was $32.0 million and $27.2 million, respectively, with an original investment of $40.8 million.  The Company has $14.2 million and $14.7 million in remaining funding obligations relatedthese loans.

Note 19 — Short-Term Borrowings

Securities Sold Under Agreements to these QAHPs recorded in liabilities at September 30, 2017 and 2016, respectively.  None of the original investment will be repaid. The investment in QAHPs is being accounted for using the equity method.Repurchase (“Repurchase agreements”)

Note 21 – Repurchase Agreements

Securities sold under agreements to repurchase ("repurchase agreements") represent funds received from customers, generally on an overnight or continuous basis, which are collateralized by investment securities owned or, at times, borrowed and re-hypothecated by the Company. Repurchase agreements are subject to terms and conditions of the

52


master repurchase agreements between the Company and the client and are accounted for as secured borrowings. Repurchase agreements are included in federal funds purchased and securities sold under agreementsSecurities Sold Under Agreements to repurchaseRepurchase on the condensed consolidated balance sheets.

Consolidated Balance Sheets. At September 30, 2017,March 31, 2024 and December 31, 2016 and September 30, 2016, the Company's2023, our repurchase agreements totaled $240.2 million, $238.3$281.3 million and $238.6$241.0 million, respectively. All of the Company’sour repurchase agreements were overnight or continuous (until-further-notice) agreements at September 30, 2017,March 31, 2024 and December 31, 2016 and September 30, 2016.2023. These borrowings were collateralized with government, government-sponsored enterprise, or state and political subdivision-issued securities with a carrying value of $240.2 million, $238.3$397.7 million and $238.6$410.4 million at September 30, 2017,March 31, 2024 and December 31, 2016 and September 30, 2016,2023, respectively. Declines in the value of the collateral would require the Companyus to increase the amounts of securities pledged.

Federal Funds Purchased

Note 22 – Subsequent EventsFederal funds purchased are generally overnight daily borrowings with no defined maturity date. At March 31, 2024 and December 31, 2023, our federal funds purchased totaled $273.4 million and $248.2 million, respectively.

Federal Home Loan Bank (“FHLB”) and Federal Reserve Bank (“FRB”) Borrowings

On October 25, 2017,The Company has from time-to-time entered into borrowing agreements with the FHLB and FRB. Borrowings under these agreements are collateralized by stock in the FHLB, qualifying first and second mortgage residential loans, investment securities, and commercial real estate loans under a blanket-floating lien.

As of March 31, 2024 and December 31, 2023, the Company held a special meetinghad $0 and $100.0 million, respectively, of shareholders in Columbia, South Carolina.  At the special meeting, the shareholdersoutstanding FHLB borrowings. Net eligible loans of the Company pledged via a blanket lien to the FHLB for advances and letters of credit at March 31, 2024, were approximately $11.3 billion (collateral value of $6.5 billion) and investment securities and cash pledged were approximately $145.4 million (collateral value of $122.9 million). This allows the Company a total borrowing capacity at the FHLB of approximately $6.6 billion. After accounting for letters of credit totaling $2.9 million, the Company had unused net credit available with the FHLB in the amount of approximately $6.6 billion at March 31, 2024. The Company also has a total borrowing capacity at the FRB of $1.8 billion at March 31, 2024 secured by a blanket lien on $2.6 billion (collateral value of $1.8 billion) in net eligible loans of the Company. The Company had no outstanding borrowings with the FRB at March 31, 2024 or December 31, 2023.

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Table of Contents

Note 20 — Stock Repurchase Program

On April 27, 2022, the Company’s Board of Directors approved an amendmenta stock repurchase program (“2022 Stock Repurchase Program”) authorizing the Company to South State’s Amended and Restated Articlesrepurchase up to 3,750,000 of Incorporation to increase South State’sthe Company’s common shares along with the remaining authorized shares of common370,021 from the Company’s 2021 stock from 40repurchase program (“2021 Stock Repurchase Plan”) for a total authorization of 4,120,021 shares. During the first quarter of 2024, the Company repurchased a total of 100,000 shares at a weighted average price of $79.85 per share pursuant to the 2022 Stock Repurchase Program. During 2023, the Company repurchased a total of 100,000 shares at a weighted average price of $67.48 per share pursuant to the 2022 Stock Repurchase Program.

The Company repurchased 95,537 and 43,889 shares at a cost of $8.0 million and $3.4 million, respectively, during the first quarter of March 31, 2024 and 2023 under other arrangements whereby directors or officers surrender shares to 80 million shares (the “Amendment”).  The Amendment had been previously approved by the South State boardCompany to cover the option cost for stock option exercises or tax liabilities resulting from the vesting of directors on July 20, 2017, subject to shareholder approval.restricted stock awards or restricted stock units.

Note 21 — Investments in Qualified Affordable Housing Projects

The Company has evaluated subsequent eventsinvestments in qualified affordable housing projects (“QAHPs”) that provide low-income housing tax credits (“LIHTC”) and operating loss benefits over an extended period. Effective January 1, 2024, the Company adopted ASU No. 2023-02 and began to apply the proportional amortization method of accounting for its QAHPs. Prior to the adoption of ASU No. 2023-02, the Company applied the equity method of accounting for its QAHPs. For the three months ended March 31, 2024, the Company recorded $3.8 million in tax credits and disclosure purposes throughother tax benefits and $3.4 million of amortization attributable to the dateQAHPs within Provision for Income Taxes on its Consolidated Statement of Income. For the financial statementsthree months ended March 31, 2023, the Company recorded $3.6 million of tax credits and other tax benefits within Provision for Income Taxes and amortization of $2.0 million within Other Noninterest Expense on the Consolidated Statement of Income. At March 31, 2024 and December 31, 2023, the Company’s carrying value of QAHPs was $88.5 million and $101.8 million, respectively, recorded in Other Assets on the Consolidated Balance Sheet. The Company had $11.9 million and $12.5 million in remaining funding obligations related to these QAHPs recorded in Other Liabilities on the Consolidated Balance Sheets at March 31, 2024 and December 31, 2023, respectively. For the remaining funding obligations at March 31, 2024, approximately 92% are issued.expected to be funded by 2026. For more information on the adoption of ASU 2023-02, refer to Recent Accounting and Regulatory Pronouncements under Note 3 — Recent Accounting and Regulatory Pronouncements.

Note 22 — Subsequent Events

On April 25, 2024, the Company announced the declaration of a quarterly cash dividend on its common stock at $0.52 per share. The dividend is payable on May 17, 2024 to shareholders of record as of May 10, 2024.

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Table of Contents

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MSMD&A”) relates to the financial statements contained in this Quarterly Report beginning on page 3. For further information, refer to the MD&A appearing in the Annual Report on Form 10-K for the year ended December 31, 2016.2023. Results for the three and nine months ended September 30, 2017March 31, 2024 are not necessarily indicative of the results for the year ending December 31, 20172024 or any future period.

OverviewUnless otherwise mentioned or unless the context requires otherwise, references to “SouthState,” the “Company,” “we,” “us,” “our” or similar references mean SouthState Corporation and its consolidated subsidiaries. References to the “Bank” means SouthState Corporation’s wholly owned subsidiary, SouthState Bank, National Association, a national banking association.

Overview

South State CorporationSouthState is a bankfinancial holding company headquartered in Columbia, South Carolina,Winter Haven, Florida, and was incorporated under the laws of South Carolina in 1985. We provide a wide range of banking services and products to our customers through our wholly-owned bank subsidiary, South StateBank. The Bank operates SouthState|Duncan-Williams, a South Carolina-chartered commercial bankregistered broker-dealer headquartered in Memphis, Tennessee that opened for businessserves primarily institutional clients across the U.S. in 1934.the fixed income business. The Bank also operates Minis & Co.SouthState Advisory, Inc., Inc. and South State Advisory (formerly First Southeast 401K Fiduciaries), botha wholly owned registered investment advisors.advisor. Corporate Billing, a transaction-based division headquartered in Decatur, Alabama, that provides factoring, invoicing, collection and accounts receivable management services to transportation companies and automotive parts and service providers nationwide, merged into the Bank in March 2024 and now operates as a division of the Bank. The Company does not engageBank formed SSB First Street Corporation, an investment subsidiary headquartered in any significant operations other thanWilmington, Delaware, to hold tax-exempt municipal investment securities as part of the ownershipBank’s investment portfolio. The holding company also owns SSB Insurance Corp., a captive insurance subsidiary pursuant to Section 831(b) of our banking subsidiary.the U.S. Tax Code.

At September 30, 2017,March 31, 2024, we had approximately $11.2$45.1 billion in assets and 2,2555,179 full-time equivalent employees. Through theour Bank branches, ATMs and online banking platforms, we provide our customers with checkinga wide range of financial products and services, through a six (6) state footprint in Alabama, Florida, Georgia, North Carolina, South Carolina and Virginia. These financial products and services include deposit accounts NOWsuch as checking accounts, savings and time deposits of various types, safe deposit boxes, bank money orders, wire transfer and ACH services, brokerage services and alternative investment products such as annuities and mutual funds, trust and asset management services, loans of all types, including business loans, agriculture loans, real estateestate-secured (mortgage) loans, personal use loans, home improvement loans, automobile loans, manufactured housing loans, automobileboat loans, credit cards, letters of credit, home equity lines of credit, safe deposit boxes, bank money orders, wire transfertreasury management services, and merchant services.

We also operate a correspondent banking and capital markets division within our national bank subsidiary, of which the majority of its bond salesmen, traders and operational personnel are housed in facilities located in Atlanta, Georgia, Memphis, Tennessee, Walnut Creek, California, and Birmingham, Alabama. This division’s primary revenue generating activities are related to its capital markets division, which includes commissions earned on fixed income security sales, fees from hedging services, loan brokerage fees and use of ATM facilities.consulting fees for services related to these activities; and its correspondent banking division, which includes spread income earned on correspondent bank deposits (i.e., federal funds purchased) and correspondent bank checking account deposits and fees from safe-keeping activities, bond accounting services for correspondents, asset/liability consulting related activities, international wires, and other clearing and corporate checking account services.

We have pursued, and continue to pursue, a growth strategy that focuses on organic growth, supplemented by acquisitionacquisitions of select financial institutions, or branches in certain market areas.

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The following discussion describes our results of operations for the three and nine monthsquarter ended September 30, 2017 asMarch 31, 2024 compared to the three and nine monthsquarter ended September 30, 2016March 31, 2023 and also analyzes our financial condition as of September 30, 2017March 31, 2024 as compared to December 31, 2016 and September 30, 2016.2023. Like most financial institutions, we derive most of our income from interest we receive on our loans and investments. Our primary source of funds for making these loans and investments is our deposits, on which we may pay interest. Consequently, one of the key measures of our success is the amount of our net interest income, or the difference between the income on our interest-earning assets, such as loans and investments, and the expense on our interest-bearing liabilities, such as deposits. Another key measure is the spread between the yield we earn on these interest-earning assets and the rate we pay on our interest-bearing liabilities.

Of course, there are risks inherent in all loans, soas such, we maintain an ALLLallowance for credit losses, otherwise referred to herein as ACL, to absorb probable losses on existing loans that may become uncollectible. We establish and maintain this allowance by charging a provision for loancredit losses against our operating earnings. In the following section,discussion, we have included a detailed discussion of this process.

In addition to earning interest on our loans and investments, we earn income through fees and other services we charge to our customers. We incur costs in addition to interest expense on deposits and other borrowings, the largest of which is salaries and employee benefits. We describe the various components of this noninterest income and noninterest expense in the following discussion.

The following sectionsections also identifiesidentify significant factors that have affected our financial position and operating results during the periods included in the accompanying financial statements. We encourage you to read this discussion and analysis in conjunction with the financial statements and the related notes and the other statistical information also included in this report.

54


Recent Events

Park Sterling Corporation Proposed Acquisition

On April 26, 2017, SSB entered into an Agreement and Plan of Merger with Park Sterling Corporation, a North Carolina corporation ("PSTB"), and a bank holding company headquartered in Charlotte, North Carolina.  The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, PSTB will merge with and into SSB, with SSB as the surviving corporation in the Merger.  Immediately following the Merger, PSTB's wholly owned bank subsidiary, Park Sterling Bank ("PSB"), will merge with and into the Bank, with the Bank as the surviving entity in the bank merger.   At September 30, 2017, PSTB reported $3.3 billion in total assets, $2.4 billion in loans and $2.5 billion in deposits.  PSTB has over 50 full service branches in North Carolina, South Carolina, Georgia and Virginia that serve individuals and businesses.  With the closing of the merger with PSTB, the Company plans to close 12 PSB branches and 2 legacy SSB branches by the end of 2018.

Under the terms of the merger agreement, PSTB common shareholders will receive aggregate consideration of approximately 7,471,072 shares of SSB common stock plus cash for the value of “in the money” outstanding stock options.  The common stock consideration is based upon a fixed exchange ratio of 0.14 shares of SSB common stock for each of the outstanding shares of PSTB common stock.

Special shareholder meetings of PSTB and SSB to ratify the merger proposal were held on October 25, 2017 and the merger proposal was approved.  The proposed merger is still subject to regulatory approvals and other customary closing conditions.  The transaction is expected to close during the fourth quarter of 2017. 

Southeastern Bank Financial Corporation Acquisition

On January 3, 2017, SSB closed its merger with Southeastern Banking financial Corporation (“SBFC”), and SBFC’s wholly-owned bank subsidiary, Georgia Bank & Trust (“GB&T”), merged into the Bank. SSB issued 4,978,338 shares using a fixed exchange ratio of 0.7307 shares of SSB common stock for each outstanding share of SBFC common stock.  The total purchase price was $435.1 million, including the value of “in the money” outstanding stock options totaled $490,000.GB&T had nine full service branches in Augusta, Georgia, three full service branches in Aiken, South Carolina that served individuals and businesses and a limited service loan production office in Athens, Georgia and was ranked second in market share in the Augusta, Georgia market.  See Note 4 – Mergers and Acquisitions for detail on the asset purchased and liabilities assumed through this merger.

Critical Accounting Policies

We have established various accounting policies that governOur consolidated financial statements are prepared based on the application of GAAP in the preparation of our financial statements.  Significant accounting policies in accordance with Generally Accepted Accounting Principles (“GAAP”) and follow general practices within the banking industry. Our financial position and results of operations are described in Note 1affected by management’s application of accounting policies, including estimates, assumptions and judgments made to the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2016.  These policies may involve significant judgments and estimates that have a material impact onarrive at the carrying value of certain assets and liabilities.  Different assumptions madeliabilities and amounts reported for revenues and expenses. Differences in the application of these policies could result in material changes in our consolidated financial position and consolidated results of operations and related disclosures. Understanding our accounting policies is fundamental to understanding our consolidated financial position and consolidated results of operations.

Allowance for Loan Losses

The ALLL reflects the estimated losses that will result from the inability Accordingly, our significant accounting policies and changes in accounting principles and effects of new accounting pronouncements are discussed in Note 2 — Summary of Significant Accounting Policies and Note 3 — Recent Accounting and Regulatory Pronouncements of our bank’s borrowers to make required loan payments.  In determining an appropriate level for the allowance, we identify portions applicable to specific loans as well as providing amounts that are not identified with any specific loan but are derived with reference to actual loss experience, loan types, loan volumes, economic conditions, and industry standards.  Changes in these factors may cause our estimate of the allowance to increase or decrease and result in adjustments to the provision for loan losses.  See Note 6 — Loans and Allowance for Loan Lossesconsolidated financial statements in this Quarterly Report on Form 10-Q “Provision for Loan Losses and Nonperforming Assets” in this MD&A and ALLL in Note 1 to the audited consolidated financial

55


statements inSignificant Accounting Policies of our Annual Report on Form 10-K for the year ended December 31, 2016 for further detailed descriptions of our estimation process and methodology related to the allowance for loan losses.2023.

Goodwill and Other Intangible Assets

Goodwill represents the excess of the purchase price over the sum of the estimated fair values of the tangible and identifiable intangible assets acquired less the estimated fair value of the liabilities assumed in a business combination.  As of September 30, 2017, December 31, 2016 and September 30, 2016, the balance of goodwill was $597.2 million, $338.3 million, and $338.3 million, respectively.  Goodwill has an indefinite useful life and is evaluated for impairment annually or more frequently if events and circumstances indicate that the asset might be impaired.  An impairment loss is recognized to the extent that the carrying amount exceeds the asset’s fair value. The goodwill impairment analysis is a two-step test. The first step, used to identify potential impairment, involves comparing each reporting unit’s estimated fair value to its carrying value, including goodwill.  If the estimated fair value of a reporting unit exceeds its carrying value, goodwill is not considered to be impaired.  If the carrying value exceeds estimated fair value, there is an indication of potential impairment and the second step is performed to measure the amount of impairment, if any.

If required, the second step involves calculating an implied fair value of goodwill for each reporting unit for which the first step indicated impairment.  The implied fair value of goodwill is determined in a manner similar to the amount of goodwill calculated in a business combination, by measuring the excess of the estimated fair value of the reporting unit, as determined in the first step, over the aggregate estimated fair values of the individual assets, liabilities and identifiable intangibles as if the reporting unit was being acquired in a business combination.  If the implied fair value of goodwill exceeds the carrying value of goodwill assigned to the reporting unit, there is no impairment.  If the carrying value of goodwill assigned to a reporting unit exceeds the implied fair value of the goodwill, an impairment charge is recorded for the excess.  An impairment loss cannot exceed the carrying value of goodwill assigned to a reporting unit, and the loss establishes a new basis in the goodwill. Subsequent reversal of goodwill impairment losses is not permitted.   Management has determined that the Company has two reporting units.

In January 2017, the FASB issued ASU No. 2017-04, which simplifies the accounting for goodwill impairment for all entities by requiring impairment charges to be based on the first step in today’s two-step impairment test under ASC Topic 350 and eliminating Step 2 from the goodwill impairment test.  This guidance is effective for the Company for fiscal years beginning after December 15, 2019, and interim periods within those years.

Our stock price has historically traded above its book value.  As of September 30, 2017, book value was $55.79 per common share.  The lowest trading price during the first nine months of 2017, as reported by the NASDAQ Global Select Market, was $78.60 per share, and the stock price closed on September 30, 2017 at $90.05 per share.  In the event our stock was to consistently trade below its book value during the reporting period, we would consider performing an evaluation of the carrying value of goodwill as of the reporting date.  Such a circumstance would be one factor in our evaluation that could result in an eventual goodwill impairment charge.  We evaluated the carrying value of goodwill as of April 30, 2017, our annual test date, and determined that no impairment charge was necessary.  Additionally, should our future earnings and cash flows decline and/or discount rates increase, an impairment charge to goodwill and other intangible assets may be required.

Core deposit intangibles, client list intangibles, and noncompetition (“noncompete”) intangibles consist of costs that resulted from the acquisition of other banks from other financial institutions.  Core deposit intangibles represent the estimated value of long-term deposit relationships acquired in these transactions.  Client list intangibles represent the value of long-term client relationships for the wealth and trust management business.  Noncompete intangibles represent the value of key personnel relative to various competitive factors such as ability to compete, willingness or likelihood to compete, and feasibility based upon the competitive environment, and what the Bank could lose from competition.  These costs are amortized over the estimated useful lives, such as deposit accounts in the case of core deposit intangible, on a method that we believe reasonably approximates the anticipated benefit stream from this intangible.  The estimated useful lives are periodically reviewed for reasonableness.

Income Taxes and Deferred Tax Assets

Income taxes are provided for the tax effects of the transactions reported in our condensed consolidated financial statements and consist of taxes currently due plus deferred taxes related to differences between the tax basis

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and accounting basis of certain assets and liabilities, including available-for-sale securities, ALLL, write downs of OREO properties, accumulated depreciation, net operating loss carryforwards, accretion income, deferred compensation, intangible assets, MSRs, and pension plan and post-retirement benefits. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred tax assets and liabilities are reflected at income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled.  A valuation allowance is recorded in situations where it is “more likely than not” that a deferred tax asset is not realizable. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.  The Company files a consolidated federal income tax return with its subsidiary.

The Company recognizes interest and penalties accrued relative to unrecognized tax benefits in its respective federal or state income taxes accounts.  As of September 30, 2017, there were no accruals for uncertain tax positions and no accruals for interest and penalties.  The Company and its subsidiary file a consolidated United States federal income tax return, as well as income tax returns for its subsidiary in the states of South Carolina, Georgia, North Carolina, Florida, Virginia, Alabama, and Mississippi.  Federal tax returns for 2014 and subsequent tax years remain subject to examination by taxing authorities as of September 30, 2017.  State tax returns for 2013 and subsequent tax years remain subject to examination by taxing authorities as of September 30, 2017. 

Other Real Estate Owned

OREO, consisting of properties obtained through foreclosure or through a deed in lieu of foreclosure in satisfaction of loans or through reclassification of former branch sites, is reported at the lower of cost or fair value, determined on the basis of current valuations obtained principally from independent sources, adjusted for estimated selling costs. At the time of foreclosure or initial possession of collateral, any excess of the loan balance over the fair value of the real estate held as collateral is treated as a charge against the ALLL. Subsequent adjustments to this value are described below.

Subsequent declines in the fair value of OREO below the new cost basis are recorded through valuation adjustments.  Significant judgments and complex estimates are required in estimating the fair value of OREO, and the period of time within which such estimates can be considered current is significantly shortened during periods of market volatility. In response to market conditions and other economic factors, management may utilize liquidation sales as part of its problem asset disposition strategy.   As a result of the significant judgments required in estimating fair value and the variables involved in different methods of disposition, the net proceeds realized from sales transactions could differ significantly from the current valuations used to determine the fair value of OREO.  Management reviews the value of OREO periodically and adjusts the values as appropriate.  Revenue and expenses from OREO operations as well as gains or losses on sales and any subsequent adjustments to the value are recorded as OREO expense and loan related expense, a component of non-interest expense.  Prior to the termination of our loss share agreements with the FDIC in the second quarter of 2016, revenues, expenses and gains or losses on sales of covered OREO were offset against the FDIC indemnification asset.

Business Combinations, Method of Accounting for Loans Acquired, and FDIC Indemnification Asset

We account for acquisitions under FASB ASC Topic 805, Business Combinations, which requires the use of the acquisition method of accounting.  All identifiable assets acquired, including loans, are recorded at fair value.  No ALLL related to the acquired loans is recorded on the acquisition date because the fair value of the loans acquired incorporates assumptions regarding credit risk.

Acquired credit-impaired loans are accounted for under the accounting guidance for loans and debt securities acquired with deteriorated credit quality, found in FASB ASC Topic 310-30, Receivables—Loans and Debt Securities Acquired with Deteriorated Credit Quality, formerly American Institute of Certified Public Accountants  Statement of Position 03-3, Accounting for Certain Loans or Debt Securities Acquired in a Transfer, and initially measured at fair value, which includes estimated future credit losses expected to be incurred over the life of the loans.  Loans acquired in business combinations with evidence of credit deterioration are considered impaired.  Loans acquired through business combinations that do not meet the specific criteria of FASB ASC Topic 310-30, but for which a discount is attributable, at least in part to credit quality, are also accounted for under this guidance.  Certain acquired loans, including performing loans and revolving lines of credit (consumer and commercial), are accounted for in accordance with FASB ASC Topic

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310-20, where the discount is accreted through earnings based on estimated cash flows over the estimated life of the loan.

In accordance with FASB ASC Topic 805, the FDIC indemnification assets were initially recorded at fair value, and were measured separately from the loan assets and foreclosed assets because the loss sharing agreements were not contractually embedded in them or transferrable with them in the event of disposal. The FDIC indemnification asset was measured at carrying value subsequent to initial measurement.  During the second quarter of 2016, the Bank entered into an agreement with the FDIC for the early termination of all of its outstanding loss share agreements.  As a result, the Company no longer has any covered assets. 

For further discussion of the Company’s loan accounting and acquisitions, see “Business Combinations and Method of Accounting for Loans Acquired” in our Annual Report on Form 10-K for the year ended December 31, 2016 and Note 4—Mergers and Acquisitions and Note 6—Loans and Allowance for Loan Losses in this Quarterly Report on Form 10-Q.

With the closing of the merger between the Company and SBFC and our organic growth, we surpassed $10.0 billion in total assets as of the closing date of the merger.  Crossing over $10.0 billion in total assets and sustaining assets in excess of $10.0 billion for six quarters will result in a loss of interchange revenue and additional expenses associated with stress testing and FDIC insurance premiums.  Beginning in the first quarter of 2018, our FDIC insurance costs will increase as a result of having been over $10.0 billion in total assets for four consecutive quarters.  Including the Park Sterling impact, we currently estimate the added expense to be approximately $500,000 annually related to insurance premiums.  Effective in July of 2018, the cap on interchange fees under the Durbin amendment will be in place.  Including the Park Sterling impact, we estimate an annual reduction of interchange fees of approximately $17.0 million pre-tax and $11.0 million after-tax, or $0.30 per share.  Also, as a part of crossing $10.0 billion in total assets, we will submit our first Dodd-Frank Act Stress Test (DFAST) in July of 2019.

Results of Operations

Overview

We reported consolidated net income of $35.0$115.1 million, or diluted earnings per share (“EPS”) of $1.19,$1.50, for the thirdfirst quarter of 20172024 as compared to consolidated net income of $28.1$139.9 million, or diluted EPSearnings of $1.16,$1.83, in the comparable period of 2016,2023, a 24.7% increase.  The $7.0 million increase17.8% decrease in consolidated net income and a 18.0% decrease in diluted EPS. The $24.9 million decrease in consolidated net income was primarily the net result of the following items:

·

Higher interest income of $21.1 million which resulted both from the merger with SBFC which contributed to higher investment securities income of $2.7 million and acquired loan interest income of $5.2 million and an increase in non-acquired loan interest income of $13.1 million due to organic loan growth;

·

Higher interest expense of $2.1 million which mainly resulted from the merger with SBFC as average interest-bearing liabilities increased $1.3 billion and cost of funds on interest-bearing liabilities increased 9 basis points;

·

Higher provision for loan losses of $1.2 million which mainly resulted from a $1.2A $66.8 million increase in the provision for loan losses within the non-acquired loan portfolio due to increased loan production in 2017;

·

Higher noninterestinterest income, of $700,000 which resultedresulting from a $1.7 million improvement in fees on deposit accounts, a $1.4$70.3 million increase in trustinterest income from loans and investment services income, and a $525,000 net gain onloans held for sale of securitiespartially offset by a $2.8 million declinedecrease in interest income from investment securities, and a $667,000 decrease in interest income on federal funds sold, securities purchased under agreement to resell and interest-bearing deposits. The increase in interest income from loans was due to an increase in the yield as loans continued to reprice higher from the rising rate environment in 2022 and in 2023 as the Federal Reserve Bank raised its federal funds rate by 525 basis points. The increase in interest income was also due to an increase in the average balance of loans of $2.1 billion through organic loan growth;

A $104.2 million increase in interest expense, which resulted from a $104.2 million increase in interest expense from deposits, a $1.9 million increase in interest expense in federal funds purchased and securities sold under agreements to repurchase partially offset by a $1.9 million decrease in interest expense from corporate and subordinated debentures and other borrowings. The increase in interest expense from deposits resulted mainly from an increase in costs due to the higher interest rate environment with the increase in interest rates in 2022 and 2023. This increase in average cost of deposits was felt throughout 2023 starting with the stress in the financial markets and liquidity that occurred in March 2023 with the closure of a few failed financial institutions. The average cost of deposits, excluding non-interest bearing deposits, increased by 147 basis points compared to the first quarter of 2023;
A $20.4 million decrease in the provision for credit losses, as the Company recorded a provision for credit losses of $12.7 million in the first quarter of 2024 while recording a provision for credit losses of $33.1 million in the first quarter of 2023. During the first quarter of 2024, we recorded a lower provision for credit losses as economic forecasts improved since the first quarter of 2023, with inflation falling and interest rates stabilizing, along with lower new loan growth in the first quarter of 2024 compared to the same period in 2023;
A $203,000 increase in noninterest income, primarily from an increase in service charges on deposit accounts of $2.0 million, in debit prepaid, ATM and merchant card related income of $1.2 million, in mortgage banking income of $1.8 million and in other noninterest income;

income of $3.3 million. The increase in other noninterest income is mainly attributable to the recognition of credit from an external vendor of $2.5 million during the first quarter of 2024. These increases were mostly offset by a decline in correspondent banking and capital market income of $9.3 million. See Noninterest Income section on page 52 for further discussion;

·

HigherAn $8.8 million increase in noninterest expense, by $8.4 million which resulted primarily from the effects of the merger with SBFC as merger and branch consolidation related expense increased $842,000,an increase in salaries and employee benefits increased $5.3of $6.4 million, an accrual for the FDIC special assessment of $3.9 million, in FDIC assessment and other regulatory charges of $2.2 million, and an information services expense increased $766,000, net occupancyof $2.4 million. These increases were partially offset by declines in merger, branch consolidation, severance related and furniture and equipmentother expense increased $1.3of $4.9 million and amortization of intangibles increased $603,000;of $1.3 million. See Noninterest Expense section on page 54 for further discussion; and

·

An increaseLower income tax provision of $634,000 primarily due to lower pretax book income between the two quarters.  The Company recorded pretax book income of $153.5 million in the provisionfirst quarter of 2024 compared to pretax book income of $179.0 million in the first quarter of 2023.  The effects of the lower pretax book income were mostly offset by the effects of the Company adopting ASU 2023-02 in the first quarter of 2024 whereby it applied the proportional amortization method of accounting related to its low income housing tax credits partnerships (“LIHTC”).  With the adoption of ASU 2023-02, the amortization of the LIHTCs is now recorded within Provision for income taxesIncome Taxes rather than Other Noninterest Expense on the Statement of $3.3Income.  The amortization for the Company’s LIHTCs totaled $3.5 million dueduring the first quarter of 2024.  The change in the accounting method, in addition to higher pre-tax income.

other items recorded during the current quarter, increased our effective tax rate for the first quarter in 2024 compared to the same period in 2023.  Our effective tax rate was 25.05% for the three months ended March 31, 2024 compared to 21.84% for the three months ended March 31, 2023.  See Income Tax Expense section on page 55 for further discussion.

Our asset quality related to non-acquired loans continued to remain strong at the end of the third quarter of 2017 compared to the third quarter of 2016.  Non-acquired nonperforming assets declined from $21.6 million at September 30, 2016 to $19.2 million at September 30, 2017, a decline of $2.4 million which resulted from a $1.9 million decline in non-acquired nonperforming loans and a $366,000 decline in OREO.  Compared to the balance of non-acquired nonperforming assets at December 31, 2016, non-acquired nonperforming assets increased slightly from $18.7 million at December 31, 2016 to $19.2 million at September 30, 2017.  This increase was mainly due to the moving of the GB&T operations center from fixed assets to OREO during the third quarter of 2017.   Annualized net charge-offs for the third

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quarter of 2017 were 0.04%, or $547,000, compared to net charge-offs in the third quarter of 2016 of 0.03%, or $394,000, and net charge-offs in the second quarter of 2017 of 0.05%, or $756,000. 

The ALLL decreased to 0.67% of total non-acquired loans at September 30, 2017, down from 0.71% at December 31, 2016 and 0.75% at September 30, 2016.  The allowance provides 3.22 times coverage of non-acquired nonperforming loans at September 30, 2017, an increase from 2.51 times at December 31, 2016, and 2.49 times at September 30, 2016.  The Company continues to show improvement in its asset quality numbers and ratios.

During the third quarter of 2017, the Company had net recoveries related to “acquired non-credit impaired loans” which totaled $4,000, or 0.00% annualized, and accordingly, recorded a negative provision for loan losses equal to the net recovery for the same amount.  Additionally, we have $6.4 million in nonperforming loans from this loan portfolio, up from $4.8 million at December 31, 2016 and up $1.8 million from $4.6 million at September 30, 2016.

The Company performs ongoing assessments of the estimated cash flows of its acquired credit impaired loan portfolios.  In general, increases in cash flow expectations result in a favorable adjustment to interest income over the remaining life of the related loans, and decreases in cash flow expectations result in an immediate recognition of a provision for loans losses.  When a provision for loan losses (impairments) has been recognized in earlier periods, subsequent improvement in cash flows will result in reversals of those impairments.

These ongoing assessments of the acquired loan portfolio resulted in lower interest income from both lower acquired loan balances and a decline in the rate.  Below is a summary of the third quarter of 2017 assessment of the impact from the changes within the acquired loan portfolio:

·

Acquired credit impaired loan balances decreased by $23.6 million, and acquired non-credit impaired loan balances decreased by $130.4 million, from June 30, 2017.  In addition, the yield on acquired loans was down to 6.65% from 6.69% at June 30, 2017.  The modest decline in the yield in the third quarter of 2017 was the result of unexpected payoffs received in the acquired credit impaired loan portfolio.  During the third quarter of 2016, the acquired loan yield was 7.66%, and did not include any acquired loans from SBFC;

·

Releases from certain loan pools of acquired credit impaired loans in the second quarter of 2017 resulted in a credit to the provision for loan losses of $572,000 compared to an impairment of $127,000 in the third quarter of 2017.  This impairment was driven primarily by certain loan pools in construction and land development and residential real estate.  There was a small net release in the acquired credit impaired loan portfolios in the third quarter of 2016 totaling $23,000.

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The table below provides an analysis of the total loan portfolio yield which includes both non-acquired and acquired loans (credit impaired and non-credit impaired loan portfolios).  The acquired loan yield declined from the third quarter of 2016 due to acquired credit impaired loans being renewed and the cash flow from these assets being extended out, increasing the weighted average life of the loan pools within all acquired loan portfolios.  In addition, the yield on the loans acquired in the merger with SBFC were lower than the existing acquired loan portfolio.  These factors resulted in a lower yield on the acquired loan portfolio.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

    

September 30,

    

September 30,

    

September 30,

    

September 30,

 

(Dollars in thousands)

 

2017

 

2016

 

2017

 

2016

 

Average balances:

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquired loans, net of allowance for loan losses

 

$

2,103,794

 

$

1,559,963

 

$

2,249,537

 

$

1,646,629

 

Non-acquired loans

 

 

6,123,750

 

 

4,903,522

 

 

5,770,160

 

 

4,620,284

 

Total loans, excluding held for sale

 

$

8,227,544

 

$

6,463,485

 

$

8,019,697

 

$

6,266,913

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Noncash interest income on acquired performing loans

 

$

2,227

 

$

1,125

 

$

9,730

 

$

3,856

 

Acquired loan interest income

 

 

33,036

 

 

28,909

 

 

103,852

 

 

93,314

 

Total acquired loans

 

 

35,263

 

 

30,034

 

 

113,582

 

 

97,170

 

Non-acquired loans

 

 

60,098

 

 

46,960

 

 

166,262

 

 

133,593

 

Total loans, excluding held for sale

 

$

95,361

 

$

76,994

 

$

279,844

 

$

230,763

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-taxable equivalent yield:

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquired loans

 

 

6.65

%  

 

7.66

%

 

6.75

%  

 

7.88

%

Non-acquired loans

 

 

3.89

%  

 

3.81

%

 

3.85

%  

 

3.86

%

Total loans, excluding held for sale

 

 

4.60

%  

 

4.74

%

 

4.67

%  

 

4.92

%

Compared to the balance at June 30, 2017, our non-acquired loan portfolio has increased $237.9 million, or 15.8% annualized, to $6.2 billion, driven by increases in almost all categories:  consumer real estate lending by $80.1 million, or 17.7% annualized; consumer non real estate lending by $14.0 million, or 15.5% annualized; commercial owner occupied loans by $73.5 million, or 24.2% annualized; commercial and industrial by $19.2 million, or 10.0% annualized; and construction/land development by $54.7 million, or 30.5% annualized; Commercial non-owner occupied decreased by $3.0 million, or 1.3% annualized.  The acquired loan portfolio decreased by $154.1 million to $2.0 billion in the third quarter of 2017 compared to $2.2 billion at June 30, 2017.  This decrease was due to continued payoffs, charge-offs, transfers to OREO, and renewals of acquired loans moved to the non-acquired loan portfolio.  Since September 30, 2016, the non-acquired loan portfolio has grown by $1.2 billion, or 24.4%, driven by increases in most loan categories.  Consumer real estate loans and commercial non-owner occupied real estate loans have accounted for the largest increases by $327.3 million, or 21.2%, and $524.1 million, or 43.9%, respectively, since September 30, 2016.  Since September 30, 2016, the acquired loan portfolio increased by $516.4 million due to the merger with SBFC.  Excluding the addition of SBFC’s acquired loans at the date of the merger, the acquired loan portfolio declined by $293.1 million due to continued payoffs, charge-offs, transfers to OREO, and renewals of acquired loans moved to the non-acquired loan portfolio.   

Non-taxable equivalent net interest income increased $19.1 million, or 23.5% and the non-taxable equivalent net interest margin declined to 4.06% from 4.13% during the third quarter of 2017 compared to the same period in 2016.  The increase in net interest income was due to an increase in average interest-earning assets of $2.0 billion or 25.3% from the merger with SBFC and through organic loan growth.  The decline in the net interest margin was due to the decline in the yield on the acquired loan portfolio of 101 basis points and an increase in the rate on interest-bearing liabilities of 9 basis points. 

Compared to the second quarter of 2017, net interest margin (non-taxable equivalent) decreased by 1 basis point.  This was primarily due to a decline in the yield on interest-earning assets by 1 basis point mainly as a result of a decrease in the yield on the acquired loan portfolio by 4 basis points and a decline in yield of investment securities of 9 basis points.  These declines were offset by an increase of 4 basis points in the yield on the non-acquired loan portfolio.   The yield on the acquired loan portfolio declined 4 basis points due to the acquired credit impaired loans being renewed and the cash flow from these assets being extended out, therefore, increasing the weighted average life of the loan pools

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within all acquired loan portfolios.   The decline in yield on the investment securities of 9 basis points was due to the company selling $49.5 million in higher yielding small lot mortgage backed securities in the third quarter of 2017.  The yield on the non-acquired loan portfolio increased mainly due to the Federal Reserve increasing the federal funds target rate 75 basis points since December 2016 which effectively increased the Prime Rate which is used in pricing for a majority of our variable rate loans and new originated loans.   

Our quarterly efficiency ratio improvedincreased to 59.5%58.5% in the first quarter of 2024 compared to 62.8%51.4% in the secondfirst quarter of 2017 and 62.3% in the third quarter of 2016.2023. The improvementincrease in the efficiency ratio compared to the secondfirst quarter of 20172023 was the result of an 8.3% decrease in the total of tax-equivalent net interest income and noninterest income along with a 5.7% decrease4.3% increase in noninterest expense and(excluding amortization of intangibles). This decrease was reflective of a 1.3%150.7% increase in net interest income which were slightly offset by a 4.1% decline in noninterest income.  The decrease in noninterest expense was mainly due to a decline in merger related expense of $2.8 million as the Company has integratedrepricing of interest-bearing liabilities caught up with the SBFC merger fromrepricing of interest-earning assets in 2023 and into the first quarter of 2017.2024 resulting from the rising rate environment.

Basic and diluted EPS were $1.51 and $1.50, respectively, for the first quarter of 2024, compared to $1.84 and $1.83, respectively for the first quarter of 2023. The Company also saw declinesdecrease in salariesbasic and benefits of $335,000, information services of $410,000, professional fees of $334,000 and other noninterest expense of $514,000.  The reduction in noninterest expensediluted EPS was due to a decline in operational charge-offs of $485,000.    The increase in net interest income of $1.3 million resulted from a $1.6 million increase in interest income due to a $54.7 million increase in interest-earning assets.  Noninterest income decreased by $1.5 million which resulted from $1.7 million decline in mortgage banking income.  The improvement in the efficiency ratio compared to the third quarter of 2016 was the result of a 2.0% increase in noninterest income and a 23.5% increase in net interest income, partially offset by an 11.5% increase in noninterest expense.  The increase in noninterest expense, noninterest income and net interest income compared to the third quarter of 2016 were all due to the merger with SBFC.

Diluted EPS and basic EPS increased to $1.19 and $1.20, respectively for the third quarter of 2017, from the third quarter 2016 amounts of $1.16 and $1.17, respectively.  This was the result of the 24.7% increase17.8% decrease in net income being higher thanin the 20.9% increase in outstanding common shares.

Selected Figures and Ratios

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

(Dollars in thousands)

    

2017

    

2016

 

2017

    

2016

 

Return on average assets (annualized)

 

 

1.25

%  

 

1.28

%

 

1.03

%  

 

1.19

%

Return on average equity (annualized)

 

 

8.57

%  

 

10.00

%

 

7.14

%  

 

9.41

%

Return on average tangible equity (annualized)*

 

 

14.93

%  

 

15.86

%

 

12.73

%  

 

15.18

%

Dividend payout ratio **

 

 

27.56

%  

 

26.71

%

 

34.01

%  

 

27.93

%

Equity to assets ratio

 

 

14.62

%  

 

12.78

%

 

14.62

%  

 

12.78

%

Average shareholders’ equity

 

$

1,622,951

 

$

1,117,307

 

$

1,594,604

 

$

1,094,787

 


* -   Ratio is a non-GAAP financial measure.  The section titled “Reconciliation of GAAP to non-GAAP” below provides a table that reconciles GAAP measures to non-GAAP measures.

** - See explanation of the dividend payout ratio below.

·

For the three months ended September 30, 2017, return on average tangible equity decreased to 14.93% compared to 15.86% for the same period in 2016.  This decrease was the result of the higher percentage increase in average tangible shareholder’s equity of 32.5% as compared to a 25.1% increase in net income excluding amortization of intangibles. 

·

For the three months ended September 30, 2017, return on average assets decreased to 1.25%, compared to 1.28% for the three months ended September 30, 2016, due to a 26.9% increase in average assets offset by the effects of a 24.7% increase in net income. 

·

Dividend payout ratio increased to 27.56% for the three months ended September 30, 2017 compared with 26.71% for the three months ended September 30, 2016.  The increase from the comparable period in 2016 primarily reflects the increase in the cash dividends declared per common share of 28.7% as compared to a 24.7% increase in net income.  The dividend payout ratio is calculated by dividing total dividends paid during the quarter by the total net income reported for the same period.

·

Equity to assets ratio increased to 14.62% for the three months ended September 30, 2017 compared with 12.78% for the three months ended September 30, 2016.  The increase from the comparable period in 2016 primarily reflects the higher percentage increase in equity of 45.3% as compared to a 27.0% increase in assets. 

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Reconciliation of GAAP to Non-GAAP

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

(Dollars in thousands)

    

2017

    

2016

 

2017

    

2016

 

Return on average equity (GAAP)

 

 

8.57

%  

 

10.00

%

 

7.14

%  

 

9.41

%

Effect to adjust for intangible assets

 

 

6.36

%  

 

5.86

%

 

5.59

%  

 

5.77

%

Return on average tangible equity (non-GAAP)

 

 

14.93

%  

 

15.86

%

 

12.73

%  

 

15.18

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average shareholders’ equity (GAAP)

 

$

1,622,951

 

$

1,117,307

 

$

1,594,604

 

$

1,094,787

 

Average intangible assets

 

 

(647,623)

 

 

(381,195)

 

 

(647,120)

 

 

(383,031)

 

Adjusted average shareholders’ equity (non-GAAP)

 

$

975,328

 

$

736,112

 

$

947,484

 

$

711,756

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (GAAP)

 

$

35,046

 

$

28,095

 

$

85,133

 

$

77,105

 

Amortization of intangibles

 

 

2,494

 

 

1,891

 

 

7,496

 

 

5,687

 

Tax effect

 

 

(836)

 

 

(640)

 

 

(2,425)

 

 

(1,922)

 

Net income excluding the after-tax effect of amortization of intangibles (non-GAAP)

   

$

36,704

 

$

29,346

 

$

90,204

 

$

80,870

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The return on average tangible equity is a non-GAAP financial measure. It excludes the effect of the average balance of intangible assets and adds back the after-tax amortization of intangibles to GAAP basis net income.  Management believes that this non-GAAP measure provides additional useful information, particularly since this measure is widely used by industry analysts following companies with prior merger and acquisition activities.  Non-GAAP measures should not be considered as an alternative to any measure of performance or financial condition as promulgated under GAAP, and investors should consider the company’s performance and financial condition as reported under GAAP and all other relevant information when assessing the performance or financial condition of the company.  Non-GAAP measures have limitations as analytical tools, and investors should not consider them in isolation or as a substitute for analysis of our results of financial condition as reported under GAAP.

Net Interest Income and Margin

Summary

Our taxable equivalent (“TE”) net interest margin for the thirdfirst quarter of 2017 decreased by 7 basis points from the third quarter of 2016, due to the following:  (1)  a decrease of 2 basis points in the yield on interest-earning assets from the decline in the yield on the acquired loan portfolio by 101 basis points, (2) an increase of 9 basis points in the rate on interest-bearing liabilities related to an 8 basis point increase in funding cost from interest-bearing deposits, and (3) a 19 basis point increase in funding cost from federal funds purchased and repurchase agreements.  The TE net interest margin decreased by 2 basis points from the second quarter of 2017 to 4.11% in the third quarter of 2017, which was the result of the yield on interest-earning assets decreasing by 1 basis point and the cost on interest-bearing liabilities increasing by 2 basis points during the period.  The decrease in yield on interest-earning assets was due to the decrease in yield on the acquired loan portfolio by 4 basis points and on investment securities by 9 basis points, partially offset by an increase in yield of 4 basis points on the non-acquired loan portfolio.  The yield on the acquired loan portfolio declined due to the acquired credit impaired loans being renewed the cash flow from these assets is being extended out, therefore increasing the weighted average life of the loan pools within all acquired loan portfolios.  The decline in yield on the investment securities of 9 basis points was due to the company selling $49.5 million in higher yielding small lot mortgage backed securities in the third quarter of 2017.  The yield on the non-acquired loan portfolio increased due to the Federal Reserve increasing the federal funds target rate 75 basis points since December 2016 which effectively increased the Prime Rate, which is used in pricing for a majority of our variable rate loans and new originated loans.      

Net interest income increased from the third quarter of 2016 by $19.1 million.  This increase was driven by the following:

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Table of Contents

·

Higher loan interest income of $18.4 million with acquired loan interest income increasing by $5.2 million due to the addition of the SBFC loan portfolio through the merger and non-acquired loan interest income increasing by $13.2 million due to higher average balances through organic loan growth and due to higher yields due to the rising rate environment; offset partially by;

·

Higher interest expense of $2.1 million, due to higher average balances in most categories of interest-bearing liabilities as a result of the merger with SBFC and due to higher rates on most categories of interest-bearing liabilities as a result of both the merger with SBFC, whose deposits rates were higher than the Company’s legacy deposit rates and higher costs related to the rising rate environment.   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

(Dollars in thousands)

    

2017

    

2016

 

2017

    

2016

 

Non-TE net interest income

 

$

100,319

 

$

81,245

 

$

296,712

 

$

244,246

 

Non-TE yield on interest-earning assets

 

 

4.22

%  

 

4.24

 

4.25

%  

 

4.33

%

Non-TE rate on interest-bearing liabilities

 

 

0.24

%  

 

0.15

 

0.23

%  

 

0.15

%

Non-TE net interest margin

 

 

4.06

%  

 

4.13

 

4.09

%  

 

4.22

%

TE net interest margin

 

 

4.11

%  

 

4.18

 

4.14

%  

 

4.27

%

Non-TE net interest income increased $19.1 million, or 23.5%, in the third quarter of 20172024 compared to the same period in 2016.  2023 along with an increase in average basic common shares of 0.5%. The decrease in net income in the first quarter of 2023 was mainly attributable to an increase in interest expense pertaining to interest-bearing liabilities resulting from the rising rate environment as noted above.

Selected Figures and Ratios

Three Months Ended

March 31,

(Dollars in thousands)

    

2024

    

2023

Return on average assets (annualized)

 

1.03

%  

1.29

%

Return on average equity (annualized)

 

8.36

%  

10.96

%

Return on average tangible equity (annualized)*

 

13.63

%  

18.81

%

Dividend payout ratio

 

34.42

%

27.09

%

Equity to assets ratio

 

12.29

%  

11.68

%

Average shareholders’ equity

$

5,536,551

$

5,177,048

*

Denotes a non-GAAP financial measure.  The section titled “Reconciliation of GAAP to non-GAAP” below provides a table that reconciles GAAP measures to non-GAAP measures.

For the three months ended March 31, 2024, the return on average assets declined compared to the same period in 2023. This decrease was primarily due to the decrease in net income of $24.9 million, or 17.8%, which was attributable to an increase in the cost of interest-bearing liabilities resulting from the rising rate environment. The decline in the return on average assets was also due to an increase in average assets for the three months ended March 31, 2024 of $906.7 million, or 2.1%, compared to the same period in 2023, mainly due to an increase in loans of $2.1 billion through organic growth.
For the three months ended March 31, 2024, the return on average equity and the return on average tangible equity declined compared to the same period in 2023. These decreases were primarily due to lower net income of 17.8%, along with an increase in average equity of 6.9% and tangible equity of 12.3%.
The equity-to-assets ratio was 12.29% for the three months ended March 31, 2024, an increase of 0.61% from March 31, 2023. This increase resulted from net income earned during the last twelve months being greater than the increase in total assets of 0.5% from March 31, 2023.
Dividend payout ratios were 34.42% for the three-month period ending March 31, 2024 and 27.09% for the three-month period ending March 31, 2023. The increase in the dividend payout ratio for the three months ended March 31, 2024 was due to the 17.8% decrease in net income along with total dividends paid during the first quarter of 2024 increasing 4.4% compared to the same period in 2023.

Net Interest Income and Margin

Non-Tax Equivalent (“TE”) net interest income decreased $37.3 million, or 9.8%, to $343.9 million in the first quarter of 2024 compared to $381.3 million in the same period in 2023. Interest earning assets averaged $40.7 billion during the three months period ended March 31, 2024 compared to $39.4 billion for the same period in 2023, an increase of $1.2 billion, or 3.2%. Interest bearing liabilities averaged $27.5 billion during the three months period ended March 31, 2024 compared to $24.6 billion for the same period in 2023, an increase of $2.9 billion, or 11.7%.

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Table of Contents

The Federal Reserve made four 25 basis-point rate increases during 2023, starting early February 2023 with the most recent increase in late July 2023, resulting in a range of 5.25% to 5.50% at March 31, 2024. As a result, the Company operated under a higher rate environment for the first quarter of 2024 while it operated under a comparatively lower rate environment in the first quarter of 2023. Some key highlights are outlined below:

·

Average interest-earning assets increased 25.3% to $9.8 billionBoth the non-TE and TE net interest margin decreased by 52 basis points in the thirdfirst quarter of 20172024 compared to the same period in 2016quarter of 2023 due to the increase in acquired loansthe cost of interest-bearing liabilities of 139 basis points outweighing the increase in the yield on interest earning assets of 48 basis points. The increase in the cost of interest-bearing liabilities lagged the increase in yield on interest-earning assets during this rising interest rate cycle and investment securities throughhas caught up in the merger with SBFC inlatter half of 2023 and into the first quarter of 2017 and due to the increase in non-acquired loans through organic growth.

2024.

o

·

Non-TE yield on interest-earning assets for the thirdfirst quarter of 2017 decreased 22024 increased by 48 basis points to 5.12% from the comparable period in 2016.  The decrease since the third quarter of 2016 was driven by a 101 basis point decline in the yield2023 due to higher yields on the acquired loan portfolio.  The decline in yield on the acquired loan portfolio is due to the acquired credit impairedmajority of interest-earning assets, including loans being renewed and the cash flow from these assets being extended out, therefore increasing the weighted average life of the loan pools within all acquired loan portfolios.  This decrease was partially offset by a 8 basis point increase in the yield on the non-acquired loan portfolio, a 16 basis point increase in the yield onheld for investment, investments securities, and a 61 basis point increase in the yield on federal funds sold and reverse repurchase agreements.interest-earning deposits with banks, as the Federal Reserve Bank raised interest rates during 2023. The increases in interest rates, in combination with the increase in the average balance of the higher yielding loan portfolio of $2.1 billion, the decline in the average balances of lower yielding investment securities of $766.8 million and federal funds sold and interest-earning deposits with banks of $90.9 million, affected the overall yield increase between the comparable periods.

oThe average cost of interest-bearing liabilities for the first quarter of 2024 increased by 139 basis points to 2.53% from the same period in 2023. This increase was driven by the effects from the higher rate environment on the repricing of all deposit accounts, federal funds purchased, securities purchased with agreement to repurchase, trust preferred corporate debt, and other borrowings. The average cost of interest-bearing deposits increased by 147 basis points as the increase occurred in all deposit categories and was a result of the rising rate environment and a change in the deposit mix. Our deposits have shifted from lower-costing savings and transaction deposit accounts to higher-costing certificates and other time deposits and money market accountsas customers have sought higher yields during the rising rate environment. The average cost of securities sold with agreements to repurchase and federal funds purchased increased 123 by basis points and 69 basis points, respectively, while the average cost of corporate and subordinated debentures increased by 24 basis points. Other borrowings, consisting of FHLB advances had an average cost of 5.66% during the first quarter of 2024 compared to 4.76% for the compared period in 2023. Our overall cost of funds, including noninterest-bearing deposits, was 1.83% for the three months ended March 31, 2024 compared to 0.75% for the three months ended March 31, 2023.

49

The tables below summarize the analysis of changes in interest income and interest expense for the quarter ended March 31, 2024 and 2023 and net interest margin on a tax equivalent basis.

Three Months Ended

March 31, 2024

March 31, 2023

Average

Interest

Average

Average

Interest

Average

(Dollars in thousands)

Balance

Earned/Paid

Yield/Rate

Balance

Earned/Paid

Yield/Rate

Interest-Earning Assets:

Federal funds sold and interest-earning deposits with banks

$

668,349

$

8,254

4.97

%

$

759,239

$

8,921

4.77

%

Investment securities (taxable) (1)

6,652,981

39,745

2.40

%

7,315,911

41,565

2.30

%

Investment securities (tax-exempt) (1)

812,754

5,568

2.76

%

916,671

6,557

2.90

%

Loans held for sale

42,872

681

6.39

%

23,123

402

7.05

%

Acquired loans, net

5,758,426

89,563

6.26

%

7,159,538

105,405

5.97

%

Non-acquired loans

26,721,794

373,444

5.62

%

23,234,858

287,559

5.02

%

Total interest-earning assets

40,657,176

517,255

5.12

%

39,409,340

450,409

4.64

%

Noninterest-Earning Assets:

Cash and due from banks

458,837

513,460

Other assets

4,352,024

4,538,020

Allowance for credit losses

(456,874)

(356,342)

Total noninterest-earning assets

4,353,987

4,695,138

Total Assets

$

45,011,163

$

44,104,478

Interest-Bearing Liabilities:

Transaction and money market accounts

$

19,544,019

$

117,292

2.41

%

$

16,874,909

$

40,516

0.97

%

Savings deposits

2,589,251

1,818

0.28

%

3,298,221

1,756

0.22

%

Certificates and other time deposits

4,282,749

41,052

3.86

%

3,114,354

13,670

1.78

%

Federal funds purchased

256,506

3,369

5.28

%

193,259

2,187

4.59

%

Securities sold with agreements to repurchase

280,674

1,358

1.95

%

373,563

666

0.72

%

Corporate and subordinated debentures

391,870

6,009

6.17

%

392,238

5,735

5.93

%

Other borrowings

171,978

2,421

5.66

%

393,333

4,616

4.76

%

Total interest-bearing liabilities

27,517,047

173,319

2.53

%

24,639,877

69,146

1.14

%

Noninterest-Bearing Liabilities:

Demand deposits

10,530,597

12,771,019

Other liabilities

1,426,968

1,516,534

Total noninterest-bearing liabilities (“Non-IBL”)

11,957,565

14,287,553

Shareholders’ equity

5,536,551

5,177,048

Total Non-IBL and shareholders’ equity

17,494,116

19,464,601

Total Liabilities and Shareholders’ Equity

$

45,011,163

$

44,104,478

Net Interest Income and Margin (Non-Tax Equivalent)

$

343,936

3.40

%

$

381,263

3.92

%

Net Interest Margin (Tax Equivalent)

3.41

%

3.93

%

Total Deposit Cost (without debt and other borrowings)

1.74

%

0.63

%

Overall Cost of Funds (including demand deposits)

1.83

%

0.75

%

(1)Investment securities (taxable) and (tax-exempt) include trading securities.

Investment Securities

The interest earned on investment securities decreased by $2.8 million in the three months ended March 31, 2024 compared to the three months ended March 31, 2023. This is a result of the Bank carrying a lower average balance in investment securities in 2024 compared to the same period in 2023. The average balance of investment securities for the three months ended March 31, 2024 decreased by $766.8 million from the comparable period in 2023. This decrease was due to maturities, mortgage paydowns and sales within the AFS and HTM investment portfolios being greater than the purchases of these securities as the Company has only purchased $80.4 million in AFS and HTM securities since March 31, 2023. The effects from the decline in average balance were partially offset by the increase in yield. The yield on the total investment securities increased by 7 basis points during the three months ended March 31, 2024 compared to the same periods in 2023 due to the rising rate environment.

50

Loans

Interest earned on loans held for investment increased by $70.0 million to $463.0 million in the first quarter ended March 31, 2024 from the comparable period in 2023. Interest earned on loans held for investment included loan accretion income recognized during the quarters ended March 31, 2024 and 2023 of $4.3 million and $7.4 million, respectively, a decrease of $3.1 million. Some key highlights for the quarter ended March 31, 2024 are outlined below:

Our non-TE yield on total loans increased by 49 basis points in the investment portfolio isfirst quarter of 2024 compared to the same period in 2023 due to the addition of the investment portfolio through the merger with SBFC, which had a higher yield than our legacy investment portfolio, and the60 basis-point increase in yield on the non-acquired loan portfolio and on federal funds sold and reverse repurchase agreements was due to the rising rate environment and the Federal Reserve increasing the federal funds target rate 75 basis points since December 2016.  The loan portfolio continues to remix with 75% of the portfolio being comprised of non-acquired loans and 25% being acquired loans.  This compares to 77% and 23%, respectively, one year ago.  Thea 29 basis-point increase in the yield on the acquired loan portfolio.
oThe yield on the acquired loan portfolio as a percentage of the total portfolio was dueincreased by 29 basis points to the addition of the SBFC loan portfolio through the merger6.26% in the first quarter of 2017.  The percentage of the non-acquired loan portfolio of the total loan portfolio increased2024 from June 30, 2017 with 73% being non-acquired loans and 27% being acquired loans.

·

The average cost of interest-bearing liabilities for the third quarter of 2017 increased 9 basis points from the same period in 2016. The increase since the third quarter of 2016 was primarily the result of an increase in the cost of deposits due to rates on the deposits acquired through the merger with SBFC being higher than the rates on our legacy deposits.  The average cost of deposits increased from 0.11% during the second quarter of 2016 to 0.19%5.97% in the same period in 2017.  Also,2023, while interest income on the acquired loan portfolio decreased by $15.8 million during the same period.

The interest income on acquired loans decreased due to a $1.4 billion decrease in average costs on federal funds purchased and repurchase agreements increased 19 basis points to 0.36% forbalance during the thirdfirst quarter of 20172024 compared to the same period in 2016.  This increase was the result of the Federal Reserve increasing the federal funds target rate by 75 basis points since December 2016, which has increased short term borrowing rates.

·

TE net interest margin2023. The average balance decreased by 7 basis points in the third quarter of 2017 compared to the third quarter of 2016.

63


Loans

The following table presents a summary of the loan portfolio by category:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

% of

 

 

December 31,

 

% of

 

 

September 30,

 

% of

 

LOAN PORTFOLIO (ENDING balance)

 

2017

    

Total

 

 

2016

    

Total

 

 

2016

    

Total

 

Acquired loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquired non-credit impaired loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial non-owner occupied real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction and land development

$

76,886

 

0.9

%  

$

10,090

 

0.2

%  

$

10,683

 

0.2

%  

Commercial non-owner occupied

 

199,704

 

2.4

%  

 

34,628

 

0.5

%  

 

35,775

 

0.5

%  

Total commercial non-owner occupied real estate

 

276,590

 

3.3

%  

 

44,718

 

0.7

%  

 

46,458

 

0.7

%  

Consumer real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer owner occupied

 

492,615

 

6.0

%  

 

408,270

 

6.1

%  

 

435,132

 

6.7

%  

Home equity loans

 

164,291

 

2.0

%  

 

160,879

 

2.4

%  

 

168,758

 

2.6

%  

Total consumer real estate

 

656,906

 

8.0

%  

 

569,149

 

8.5

%  

 

603,890

 

9.3

%  

Commercial owner occupied real estate

 

207,572

 

2.5

%  

 

27,195

 

0.4

%  

 

29,444

 

0.4

%  

Commercial and industrial

 

101,427

 

1.2

%  

 

13,641

 

0.2

%  

 

14,201

 

0.2

%  

Other income producing property

 

76,924

 

0.9

%  

 

39,342

 

0.6

%  

 

43,152

 

0.7

%  

Consumer non real estate

 

136,136

 

1.6

%  

 

142,654

 

2.1

%  

 

148,512

 

2.3

%  

Other

 

 -

 

 -

%  

 

 -

 

 -

%  

 

 -

 

 -

%  

Total acquired non-credit impaired loans

 

1,455,555

 

17.5

%  

 

836,699

 

12.5

%  

 

885,657

 

13.6

%  

Acquired credit impaired loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial non-owner occupied real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction and land development

 

39,400

 

0.5

%  

 

39,891

 

0.6

%  

 

42,201

 

0.6

%  

Commercial non-owner occupied

 

105,373

 

1.3

%  

 

109,453

 

1.6

%  

 

116,423

 

1.8

%  

Total commercial non-owner occupied real estate

 

144,773

 

1.8

%  

 

149,344

 

2.2

%  

 

158,624

 

2.4

%  

Consumer real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer owner occupied

 

146,256

 

1.8

%  

 

149,257

 

2.2

%  

 

156,628

 

2.4

%  

Home equity loans

 

67,138

 

0.8

%  

 

72,857

 

1.1

%  

 

74,807

 

1.1

%  

Total consumer real estate

 

213,394

 

2.6

%  

 

222,114

 

3.3

%  

 

231,435

 

3.5

%  

Commercial owner occupied real estate

 

90,200

 

1.1

%  

 

94,593

 

1.4

%  

 

99,098

 

1.5

%  

Commercial and industrial

 

17,974

 

0.2

%  

 

18,262

 

0.3

%  

 

20,720

 

0.3

%  

Other income producing property

 

63,334

 

0.7

%  

 

62,856

 

0.9

%  

 

64,826

 

1.0

%  

Consumer non real estate

 

52,858

 

0.6

%  

 

58,772

 

0.9

%  

 

61,317

 

0.9

%  

Other

 

 -

 

 -

%  

 

 -

 

 -

%  

 

 -

 

 -

%  

Total acquired credit impaired loans

 

582,533

 

7.0

%  

 

605,941

 

9.0

%  

 

636,020

 

9.6

%  

Total acquired loans

 

2,038,088

 

24.5

%  

 

1,442,640

 

21.5

%  

 

1,521,677

 

23.2

%  

Non-acquired loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial non-owner occupied real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction and land development

 

766,957

 

9.3

%  

 

580,464

 

8.7

%  

 

562,336

 

8.6

%  

Commercial non-owner occupied

 

949,870

 

11.5

%  

 

714,715

 

10.7

%  

 

630,437

 

9.7

%  

Total commercial non-owner occupied real estate

 

1,716,827

 

20.8

%  

 

1,295,179

 

19.4

%  

 

1,192,773

 

18.3

%  

Consumer real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer owner occupied

 

1,454,758

 

17.6

%  

 

1,197,621

 

17.9

%  

 

1,183,441

 

18.1

%  

Home equity loans

 

419,760

 

5.1

%  

 

383,218

 

5.7

%  

 

363,825

 

5.6

%  

Total consumer real estate

 

1,874,518

 

22.7

%  

 

1,580,839

 

23.6

%  

 

1,547,266

 

23.7

%  

Commercial owner occupied real estate

 

1,278,487

 

15.4

%  

 

1,177,745

 

17.7

%  

 

1,153,480

 

17.7

%  

Commercial and industrial

 

781,757

 

9.5

%  

 

671,398

 

10.0

%  

 

617,525

 

9.4

%  

Other income producing property

 

194,335

 

2.4

%  

 

178,238

 

2.7

%  

 

179,595

 

2.8

%  

Consumer non real estate

 

371,758

 

4.5

%  

 

324,238

 

4.9

%  

 

305,687

 

4.7

%  

Other

 

12,645

 

0.2

%  

 

13,404

 

0.2

%  

 

11,787

 

0.2

%  

Total non-acquired loans

 

6,230,327

 

75.5

%  

 

5,241,041

 

78.5

%  

 

5,008,113

 

76.8

%  

Total loans (net of unearned income)

$

8,268,415

 

100.0

%  

$

6,683,681

 

100.0

%  

$

6,529,790

 

100.0

%  

Note: Loan data excludes loans held for sale.

Total loans, net of deferred loan costs and fees (excluding mortgage loans held for sale), increased by $1.7 billion, or 26.6%, at September 30, 2017 as compared to the same period in 2016. Acquired non-credit impaired loans increased by $569.9 million and acquired credit impaired loans decreased by $53.5 million as compared to the same period in 2016.  The overall increase in acquired loans was the result of the addition of approximately $1.0 billion in loans through the SBFC acquisition during the first quarter of 2017, partially offset by principal payments, charge offs, and foreclosures and due to renewals of acquired loans moved to the non-acquired loan portfolio.  Non-acquired loans or legacy loans increased by $1.2 billion, or 24.4%, from September 30, 2016 to September 30, 2017.  With the addition of approximately $1.0 billion in loans through the SBFC acquisition, the trend in the makeup of the loan portfolio shifted during the first quarter of 2017 as acquired loans as a percentage of total loans increased to 30% at March 31, 2017.  However, during the second and third quarters of 2017, acquired loans as percentage of total loans continued to decline

64


as before the merger and were 24.5% of the total loan portfolio at September 30, 2017.  As of September 30, 2016, non-acquired loans as a percentage of the overall portfolio was 76.8% and acquired loans were 23.2%.  The percentage of acquired loans was higher in 2017 than in 2016 due to acquisition of loans through the merger with SBFC.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

(Dollars in thousands)

    

2017

    

2016

    

2017

    

2016

 

Average total loans

 

$

8,227,544

 

$

6,463,485

 

$

8,019,697

 

$

6,266,913

 

Interest income on total loans

 

 

95,361

 

 

76,944

 

 

279,844

 

 

230,763

 

Non-TE yield

 

 

4.60

%  

 

4.74

%

 

4.67

%  

 

4.92

%

Interest earned on loans increased in the third quarter of 2017 compared to the third quarter of 2016.  Some key highlights for the quarter ended September 30, 2017 are outlined below:

·

Our non-TE yield on total loans decreased 14 basis points in the third quarter of 2017 compared to the same period in 2016.  Average total loans increased 27.3% in the third quarter of 2017, as compared to the same period in 2016.  The increase in average total loans was the result of 24.9% growth in the average non-acquired loan portfolio and of 34.9% growth in the average acquired loan portfolio during period.  The growth in the non-acquired loan portfolio was due to normal organic growth while the growth in the acquired loan portfolio was due to the addition of approximately $1.0 billion in loans through the merger with SBFC in the first quarter of 2017, partially offset by principal payments, charge offs,paydowns, pay-offs and foreclosures and by renewals of acquired loans that are moved to theour non-acquired loan portfolio. The effect from the decline in average acquired loans balance was partially offset by the increase in yield of 29 basis points.

oThe yield on the non-acquired loan portfolio increased from 3.81%by 60 basis points to 5.62% in the thirdfirst quarter of 20162024 compared to 3.89%5.02% in the same period in 2017 and the yield on the acquired loan portfolio declined from 7.66% in the third quarter of 2016 to 6.65% in the same period in 2017.  With the Federal Reserve increasing the federal funds target rate 75 basis points since December 2016, we have begun to see the yield in the non-acquired loan portfolio increase.  In comparing the third quarter of 2017 to the second quarter of 2017, the yield2023. Interest income on the non-acquired loan portfolio increased 4 basis points.  by $85.9 million during the same period.
The declineincreases in both yield and interest income on thenon-acquired loans were attributable to both a higher average balance of $3.5 billion through organic loan growth and renewals of matured acquired loans that are moved to our non-acquired loan portfolio, fromalong with a higher yield of 60 basis points due to the higher rate environment.

Interest-Bearing Liabilities

The quarter-to-date average balance of interest-bearing liabilities increased by $2.9 billion, or 11.7%, in the first quarter of 2024 compared to the same period in 2023. The cost of interest-bearing liabilities increased by 139 basis points to 2.53% and the overall cost of funds, including demand deposits, increased by 108 basis points to 1.83% in the first quarter of 2024 compared to the same period in 2023. Some key highlights for the quarter ended March 31, 2024 compared to the same period in 2023 include:

The cost of interest-bearing deposits was 2.44% for the first quarter of 2024 compared to 0.97% for the same period in 20162023.
oInterest expense on interest-bearing deposits increased by $104.2 million in the first quarter of 2024 compared to the same period in 2023 as interest expense on all interest-bearing deposit accounts increased. Interest expense on transaction and money market accounts, savings, and certificates and other time deposits increased by $76.8 million, $62,000, and $27.4 million, respectively. One factor driving the increase in average cost and interest expense was the repricing of deposits in the higher rate environment in 2024 compared to the first quarter of 2023. The increase in the cost of interest-bearing deposits lagged the increase in the yield on interest-earning assets during this rising interest rate cycle and has caught up in the latter half of 2023 and into the first quarter of 2024.
oThe average balance of interest-bearing deposits increased by $3.1 million, driving up interest expense. The increase in average balance of interest-bearing deposit was due to an increase in the average balance of transaction and money market accounts of $2.7 billion, along with an increase in the average balance of higher costing time deposits of $1.2 billion,partially offset by a decrease in average saving deposits of $709.0 million. The increase in average cost and interest expense was also due to a change in deposit mix. During the rising rate environment, our deposits have shifted from lower-costing savings and transaction deposit accounts to higher-costing certificates and other time deposits and money market accounts with customers seeking higher yields.
The cost of federal funds purchased increased by 69 basis points in the first quarter of 2024 due to the impactrising rate environment. This increase in cost along with the increase in the average balance of $63.2 million drove the yield$1.2 million increase in interest expense compared to the same period in 2023.

51

The cost of repurchase agreements was 1.95% for the SBFC loan portfolio acquiredfirst quarter of 2024 compared to 0.72% for the same period in 2023 driven by the effects from the higher interest environment. The effects from the increase in the cost of repurchase agreements, partially offset by the effects from a decline in the average balance of $92.9 million, drove the increase in the interest expense of $692,000 during the first quarter of 2017,2024 compared to the same period in 2023.
The cost of the corporate and subordinated debt increased by 24 basis points to 6.17% for the three months ended March 31, 2024 compared to the same period in 2023, also driven by the effects from the rising rate environment on the repricing of variable rate corporate debentures. The interest expense from corporate and subordinated debentures increased by $274,000 during the first quarter of 2024 compared to the same period in 2023 due to the increase in average cost.
The cost of other borrowings, consisting of FHLB advances, for the three months ended March 31, 2024 was 5.66% and interest expense was $2.4 million compared to 4.76% and $4.6 million during the first quarter of 2023. The decline in interest expense was due to a decline in the average balance of other borrowings of $221.4 million from $393.3 million during the first quarter of 2023 compared to $172.0 million during the same period in 2024. The Bank used FHLB advances in the first quarter of 2023 to provide excess liquidity during the financial turmoil from the closures of failed banks in 2023, having $900 million in outstanding advances at March 31, 2023.

We continue to monitor and adjust rates paid on deposit products as part of our strategy to manage our net interest margin. Interest-bearing liabilities include interest-bearing transaction accounts, savings deposits, CDs, other time deposits, federal funds purchased, and other borrowings. Interest-bearing transaction accounts include NOW, HSA, Interest on Lawyers’ Trust Accounts (“IOLTA”), and Market Rate checking accounts.

Noninterest-Bearing Deposits

Noninterest-bearing deposits are transaction accounts that provide our Bank with “interest-free” sources of funds. Average noninterest-bearing deposits decreased by $2.2 billion, or 17.5%, to $10.5 billion in the first quarter of 2024 compared to $12.8 billion during the same period in 2023. The decrease in the average balance of noninterest bearing deposits was due to customers moving funds from noninterest bearing checking accounts to seek higher yields resulting from the rising rate environment, along with customers having less excess cash as funds from government support programs related to the COVID-19 pandemic began to decline.

Noninterest Income

Noninterest income provides us with additional revenues that are significant sources of income. For the three months ended March 31, 2024 and 2023, noninterest income comprised 17.2% and 15.8%, respectively, of total net interest income and noninterest income.

Three Months Ended

March 31,

(Dollars in thousands)

    

2024

    

2023

 

Service charges on deposit accounts

$

22,670

$

20,611

Debit, prepaid, ATM and merchant card related income

 

10,475

 

9,248

Mortgage banking income

 

6,169

 

4,332

Trust and investment services income

 

10,391

 

9,937

Correspondent banking and capital markets income

4,311

13,594

Securities gains, net

 

 

45

SBA income

 

4,363

 

3,722

Bank owned life insurance income

6,892

6,813

Other

 

6,287

 

3,053

Total noninterest income

$

71,558

$

71,355

Noninterest income increased by $203,000, or 0.3%, during the first quarter of 2024 compared to the same period in 2023. This quarterly change in total noninterest income resulted from the following:

Service charges on deposit accounts were higher by $2.1 million, or 10.0%, in the first quarter of 2024 compared to the same period in 2023. The increase was mainly attributable to a $1.2 million increase in Non-Sufficient Fund (“NSF”) fees, a $674,000 increase in account maintenance fees, and approximately $209,000 increase in other services charges during the first quarter of 2024 compared to the same period in 2023.

52

Debit, prepaid, ATM and merchant card related income increased by $1.2 million, or 13.3%, during the first quarter of 2024 compared to the same period in 2023. The increase was primarily driven by an increase in debit/ATM fee income, net of card expense.
Mortgage banking income increased by $1.8 million, or 42.4%, during the first quarter of 2024 compared to the same period of 2023, which comprised of a $950,000, or 60.7%, increase in mortgage servicing related income and a $887,000, or 32.1%, increase in secondary market mortgage income. Mortgage production declined from $556.0 million in the first quarter of 2023 to $428.8 million in the first quarter of 2024 with higher mortgage rates continuing during 2024. We allocated a higher percentage of mortgage production to the secondary market in the first quarter of 2024 compared to the same period in 2023 as wellthe percentage allocated increased from 28% to 53%. The allocation of mortgage production between portfolio and secondary market depends on the Company’s liquidity, market spreads and rate changes during each period and will fluctuate year to year.
oThe increase in mortgage servicing related income, net of the hedge, in the first quarter of 2024 was primarily due to a $916,000 increase in the change in fair value of the MSR including decay. The increase in fair value of the MSR between the comparable periods was primarily due to an increase in the change in fair value from interest rates of $3.7 million, offset by a decrease from gains/losses on the MSR hedge of $2.7 million and a $33,000 decline in MSR decay.
oMortgage income from the secondary market increased by $887,000 between the comparable periods resulting from decreases in the change in fair value of the pipeline of $449,000 and loans held for sale of $135,000, offset by an increase in the fair value of MBS forward trades of $1.5 million and a $5,000 increase in the gain on sale of mortgage loans, which is net of the commission expense related to mortgage production. Mortgage commission expense was $2.2 million during the first quarter of 2024 compared to $1.3 million during the comparable period in 2023.
Trust and investment services income for the first quarter of 2024 increased by $454,000, or 4.6%, from the first quarter of 2023 as acquired credit impairedassets under management have increased by $881.5 million, or 11.9%, in that same time frame.
Correspondent banking and capital markets income in the first quarter of 2024 decreased by $9.3 million, or 68.3%, compared to the same period in 2023. The decline was primarily related to a decrease of $6.3 million in income generated from the sale of customer swap ARC hedges during the first quarter of 2024 compared to the first quarter of 2023 resulting from the higher interest rate environment in 2024. The decline was also due to the expense attributable to the variation margin payments for centrally cleared swaps where we recorded an expense of $10.3 million related to variation margin payments in the first quarter of 2024 compared to an expense of $8.4 million in the first quarter of 2023. In addition, commissions and fees earned on fixed income security sales were lower by $917,000 in the first quarter of 2024 compared to the same period in 2023.
SBA income increased by $641,000, or 17.2%, during the first quarter of 2024 compared to the same period in 2023. SBA income includes changes in fair value of the servicing asset, loan servicing fees and gains on sale of SBA loans. The increase was attributable to higher gains on sale of SBA loans being renewedof $802,000, partially offset by declines in SBA servicing fee income and the cash flow from these assets being extended out, increasing the weighted average lifechange in fair value of the loan pools within all acquired loan portfolios. In comparingSBA servicing asset of $123,000 and $38,000, respectively.
Other income increased by $3.2 million, or 105.9%, in the thirdfirst quarter of 20172024 compared to the secondsame quarter in 2023. This increase was primarily due to the Bank recognizing approximately $2.5 million in credits from an external vendor during the first quarter of 2017,2024.

53

Noninterest Expense

Three Months Ended

March 31,

(Dollars in thousands)

    

2024

    

2023

    

    

Salaries and employee benefits

$

150,453

$

144,060

Occupancy expense

 

22,577

 

21,533

Information services expense

 

22,353

 

19,925

OREO and loan related expense

 

606

 

169

Amortization of intangibles

 

5,998

 

7,299

Business development and staff related expense

 

5,799

 

5,957

Supplies and printing

 

909

 

884

Postage expense

1,631

1,756

Professional fees

 

3,115

 

3,702

FDIC assessment and other regulatory charges

 

8,534

 

6,294

FDIC special assessment

3,854

Advertising and marketing

 

1,984

 

2,118

Merger, branch consolidation, severance related and other expense

 

4,513

 

9,412

Other

 

16,964

 

17,396

Total noninterest expense

$

249,290

$

240,505

Noninterest expense increased by $8.8 million, or 3.7%, in the first quarter of 2024 compared to the same period in 2023. The quarterly increase in total noninterest expense primarily resulted from the following:

Salaries and employee benefits increased by $6.4 million, or 4.4%, in the yieldfirst quarter of 2024 compared to the same period in 2023. The increase was primarily due to an increase in salaries of $6.6 million resulting from merit increases and an increase in the number of employees, along with higher employee benefits of $2.2 million from higher FICA tax paid and medical insurance expense. These increases were partially offset by a decrease in commissions of $2.2 million, which is mainly attributable to lower commissions related to the correspondent banking division resulting from lower bond sales and lower income from the ARC hedging program.
Information services expense increased by $2.4 million, or 12.2% in the first quarter of 2024 compared to the same period in 2023.The increase was due to additional cost associated with the Company updating systems and software as it grows in size and complexity.
Amortization of intangibles, which is related to the Company’s prior mergers, decreased by $1.3 million, or 17.8%.
Professional fees decreased by $587,000, or 15.9%, primarily due to lower legal and other general business consulting expenses incurred in the first quarter of 2024 compared to the same period in 2023.
FDIC assessment and other regulatory charges increased by $2.2 million, or 35.6%, in the first quarter of 2024 compared to the same period in 2023. The increase in the FDIC assessment was primarily due to an increase in the FDIC assessment rate to bring the overall FDIC fund to 1.35x total deposits by the end of 2028. The increase also reflects changes in the Company’s size and complexity along with the effects from the increase in the Company’s classified assets.
The Company accrued an additional $3.9 million related to the FDIC’s special assessment introduced in 2023 to recover losses to the FDIC’s Deposit Insurance Fund resulting from the bank failures that occurred in early 2023. The FDIC notified banks in the first quarter of 2024 the estimate of the losses expected from the bank failures were larger than originally estimated. As a result, the Bank increased its accrual of the FDIC special assessment in anticipation of the higher assessment that may be allocated to the Bank.
Merger, branch consolidation, severance related and other expense decreased by $4.9 million, or 52.1%, to $4.5 million in the first quarter of 2024 compared to the same period in 2023. Of the $4.5 million in 2024, approximately $4.4 million pertains to one-time costs associated with the cybersecurity incident, which was identified as an isolated event as previously disclosed by the Company. The Company did not incur any merger expense pertaining to prior acquisitions during the first quarter of 2024, while it had a total of $1.3 million merger expense associated with the Atlantic Capital acquisition during the comparative period in 2023. In the first quarter of 2023, the Company also recorded $8.1 million in restructuring costs. The restructuring costs included approximately $7.0 million of severance related expense pertaining to the elimination of the Company’s executive officer position and approximately $1.1 million of severance related expense pertaining to the reduction in force of the Company’s mortgage division.

54

Other noninterest expense decreased by $432,000, or 2.5%, in the first quarter of 2024 compared to the same period in 2023. This decrease primarily resulted from a $2.1 million decline in amortization expenses related to the adoption of ASU 2023-02 effective January 1, 2024, which changed the accounting method of the Company’s LIHTC structured investments. Starting in the first quarter of 2024, the amortization expense related to the Company’s LIHTC investments is being recorded within Provision for Income Taxes on the acquired loan portfolio decreased 4 basis points.

Consolidated Statement of Income. Additionally, there was a $1.2 million decrease in tax payments
due to higher other franchise taxes incurred during the first quarter of 2023, and a $642,000 decrease in incurred but not reported insurance loss reserves. These decreases were offset by a $3.3 million increase in earnings credit expense to Homeowners Association (“HOA”) customers. The Bank provides a credit to HOA customers based on the average deposit balances held that reduces fees for other services provided.

Income Tax Expense

Our effective tax rate was 25.05% for the three months ended March 31, 2024 compared to 21.84% for the three months ended March 31, 2023.  The balanceincrease in the effective rate for the quarter, when compared to the same period in the prior year, is driven by amortization of mortgageLIHTCs as a result of the adoption of the proportional amortization under ASU 2023-02 effective January 1, 2024, as well as an increase in non-deductible FDIC premiums recorded during the current period. This was partially offset by a decrease in disallowed executive compensation and disallowed interest expense. In addition, the Company recorded approximately $2.8 million in income tax provision related to the revaluations of its deferred income taxes and other tax adjustments during the current period.

Analysis of Financial Condition

Summary

Our total assets increased by approximately $242.8 million, or 0.5%, from December 31, 2023 to approximately $45.1 billion at March 31, 2024. Within total assets, cash and cash equivalents increased by $210.6 million, or 21.1% and loans held for saleincreased by $278.8 million or 0.9% during the period, while investment securities decreased $4.3by $231.6 million, or 3.1%. Within total liabilities, deposits grew $129.5 million, or 0.3%, and federal funds purchased and securities sold under agreements to repurchase increased by $65.5 million, or 13.4%. Total borrowings decreased by $100.1 million, or 20.3%. Total shareholder’s equity increased by $13.9 million, or 0.3%. The increase in cash and cash equivalents was primarily due to the increase in deposits of $129.5 million along with decline in investments of $231.6 million from maturities and pay downs of mortgage-backed securities. The increase in deposits was mainly from the increase in money market accounts of $356.7 million during the quarter. The increase in loans was due to normal organic growth. Our loan to deposit ratio was 88% and 87% at March 31, 2024 and December 31, 20162023, respectively, while our percentage of non-interest bearing deposit accounts to $46.3 milliontotal deposits was 28% and 29% at September 30, 2017,March 31, 2024 and decreased $10.7 million from a balance of $57.1 million at September 30, 2016.December 31, 2023, respectively.

Investment Securities

We use investment securities, our second largest category of earning assets, to generate interest income, through the deployment of excess funds, to provide liquidity, to fund loan demand or deposit liquidation, and to pledge as collateral for public funds deposits, repurchase agreements, derivative exposures and repurchase agreements.to augment borrowing capacity at the Federal Reserve Bank of Atlanta, and the Federal Home Loan Bank of Atlanta.  At September 30, 2017,March 31, 2024, investment securities totaled $1.3$7.2 billion, compared to $1.0$7.5 billion and $941.7 million at December 31, 2016 and September 30, 2016, respectively.    Our2023, a decrease of $231.6 million, or 3.1%. At March 31, 2024, approximately 63.6% of the investment portfolio increased $321.8was classified as available for sale, approximately 33.8% was classified as held to maturity and 2.6% was classified as other investments. During the three months ended March 31, 2024, we purchased $54.6 million and $395.1of capital stock with the Federal Home Loan Bank classified as other investment securities on the balance sheet of which we sold back $59.4 million. The net decrease to the capital stock holding for the Federal Home Loan Bank of Atlanta of $4.8 million from December 31, 2016 and September 30, 2016, respectively, primarily as a result of the acquisition of SBFC and its investment portfolio during the first quarter of 2017.  Otherwise, we generally plan2024 was due to continuethe decrease in Federal Home Loan Bank borrowings. During the first quarter of 2024, the Bank did not purchase any securities available for sale or held to trymaturity. There were maturities, paydowns, and slowly increase ourcalls of investment securities totaling $168.4 million during the first quarter of 2024. Net amortization of premiums was $4.8 million in the first three months of 2024.

55

Table of Contents

At March 31, 2024, the unrealized net loss of the available for sale securities portfolio as we identifywas $830.2 million, or 15.3%, below its amortized cost basis, compared to an unrealized net loss of $776.6 million, or 14.0%, at December 31, 2023. At March 31, 2024, the unrealized net losses of the held to maturity securities portfolio was $430.0 million, or 17.6%, below its amortized cost basis, compared to an unrealized net losses of $402.7 million, or 16.2%, at December 31, 2023. The increase in the unrealized net loss in the available for sale investment portfolio of $53.6 and the increase in the unrealized net losses for the held to maturity portfolio of $27.3 during the first three months of 2024 was mainly due to the expectation that meet our strategy and objectives. 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

(Dollars in thousands)

    

2017

    

2016

    

2017

    

2016

 

Average investment securities

 

$

1,355,559

 

$

964,451

 

$

1,404,868

 

$

986,786

 

Interest income on investment securities

 

 

7,966

 

 

5,271

 

 

25,044

 

 

16,549

 

Non-TE yield

 

 

2.33

%  

 

2.17

%

 

2.38

%  

 

2.24

%

Interest earned on investment securities wasinterest rates will remain higher in 2024 as inflation continues to remain higher than the third quarterFederal Reserve Bank target of 2017 compared to the third quarter of 2016, as result of a higher average balance and an increase in yield which were both a result of the addition of the investment portfolio through the acquisition of SBFC.2.0%.

65


The following table provides a summaryis the combined amortized cost and fair value of theinvestment securities available for sale and held for maturity, aggregated by credit ratings for our investment portfolio (including held-to-maturity and available-for-sale securities) at September 30, 2017:quality indicator:

    

    

    

    

    

    

    

    

    

 

Amortized

Fair

Unrealized

 

(Dollars in thousands)

Cost

Value

Net Loss

AAA – A

Not Rated

 

March 31, 2024

U.S. Treasuries

$

24,920

$

24,587

$

(333)

$

24,920

$

U.S. Government agencies

443,387

395,253

(48,134)

443,387

Residential mortgage-backed securities issued by U.S. government

agencies or sponsored enterprises*

3,187,278

2,652,099

(535,179)

94

3,187,184

Residential collateralized mortgage-obligations issued by U.S. government

agencies or sponsored enterprises*

1,048,762

873,237

(175,525)

1,048,762

Commercial mortgage-backed securities issued by U.S. government

agencies or sponsored enterprises*

 

1,565,948

1,291,322

(274,626)

20,887

 

1,545,061

State and municipal obligations

 

1,127,834

960,359

(167,475)

1,125,663

 

2,171

Small Business Administration loan-backed securities

 

446,533

391,256

(55,277)

446,533

 

Corporate securities

30,521

26,854

(3,667)

30,521

$

7,875,183

$

6,614,967

$

(1,260,216)

$

2,061,484

$

5,813,699

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

    

 

   

    

 

   

Unrealized

   

    

 

   

    

 

   

    

 

   

    

 

 

 

 

Amortized

 

Fair

 

Gain

 

 

 

 

 

 

 

BB or

 

 

 

 

(Dollars in thousands)

 

Cost

 

Value

 

(Loss)

 

AAA - A

 

BBB

 

Lower

 

Not Rated

 

September 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Government-sponsored entities debt

 

$

86,521

 

$

85,951

 

$

(570)

 

$

86,521

 

$

 

$

 

$

 

State and municipal obligations

 

 

203,576

 

 

208,026

 

 

4,450

 

 

203,576

 

 

 

 

 

 

 —

 

Mortgage-backed securities *

 

 

1,027,827

 

 

1,027,477

 

 

(350)

 

 

 

 

 

 

 

 

1,027,827

 

Corporate stocks

 

 

2,882

 

 

2,957

 

 

75

 

 

 

 

 

 

 

 

2,882

 

 

 

$

1,320,806

 

$

1,324,411

 

$

3,605

 

$

290,097

 

$

 —

 

$

 —

 

$

1,030,709

 


* - Agency mortgage-backed securities (“MBS”), agency collateralized mortgage-obligations (“CMO”) and agency commercial mortgage-backed securities (“CMBS”) are guaranteed by the issuing GSEgovernment-sponsored enterprise (“GSE”) as to the timely payments of principal and interest. Except for Government National Mortgage Association (“GNMA”) securities, which have the full faith and credit backing of the United States Government, the GSE alone is responsible for making payments on this guaranty. While the rating agencies have not rated any of the MBS, CMO and CMBS issued, senior debt securities issued by GSEs are rated consistently as “Triple-A.” Most market participants consider agency MBS, CMOs and CMBSs as carrying an implied Aaa rating (S&P rating of AA+) because of the guarantees of timely payments and selection criteria of mortgages backing the securities. We do not own any private label mortgage-backed securities.

The balances presented under the ratings above reflect the amortized cost of the investment securities.

At September 30, 2017,March 31, 2024, we had 1191,236 investment securities, including both available for sale and held to maturity, which totaled $1.3 billion unrealized loss position. At December 31, 2023, we had 1,232 investment securities, including both available for sale and held to maturity, in an unrealized loss position, which totaled $5.9 million.  At December 31, 2016, we had 129 securities available for sale in an unrealized loss position, which totaled $8.6 million.  At September 30, 2016, we had 17 securities available for sale in an unrealized loss position, which totaled $439,000.

During the third quarter of 2017 as compared to the third quarter of 2016, the$1.2 billion. The total number of available for saleinvestment securities with an unrealized loss position increased by 1024 securities, while the total dollar amount of the unrealized loss increased by $5.4$80.0 million. This increase wasThe level of unrealized losses for each period is due to an overall increase in short- and long-term interest rates in 2022 and 2023 and the higherexpectation that interest rate environment at September 30, 2017 compared to September 30, 2016.rates will not fall until late 2024 or 2025.

All debtinvestment securities available for sale in an unrealized loss position as of September 30, 2017March 31, 2024 continue to perform as scheduled. We have evaluated the cash flowssecurities and have determined that all contractual cash flows should be received; therefore impairmentthe decline in fair value, relative to its amortized cost, is temporary becausenot due to credit-related factors. In addition, we have the ability and intent to hold these securities within the portfolio until the maturity or until the value recovers, and we believe that it is not more likely than not that we will be required to sell these securities prior to recovery.  With respect to equity securities held by the Company, the Company recorded an OTTI charge of $753,000 related to two equity securities during the third quarter of 2017.  This charge was recorded due to the fact that management made the decision to sell the two securities in the fourth quarter of 2017 and therefore, no longer had the intent to hold the investments for a period of time sufficient to allow for any anticipated recovery. We continue to monitor all of our securities with a high degree of scrutiny. There can be no assurance that we will not conclude in future periods that conditions existing at that time indicate some or all of theseour securities are other than temporarily impaired, whichmay be sold or would require a charge to earnings as a provision for credit losses in such periods. Any charges as a provision for OTTIcredit losses related to investment securities available-for-sale would notcould impact cash flow, tangible capital or liquidity. See Note 2 — Summary of Significant Accounting Policies and Note 4 — Investment Securities for further discussion on the application of ASU 2016-13 on the investment securities portfolio.

As securities held for investment are purchased, they are designated as held to maturity or available for sale based upon our intent, which incorporates liquidity needs, interest rate expectations, asset/liability management strategies, and capital requirements. We do not currently hold, nor have we ever held, any securities that are designated as trading securities. Although securities classified as available for sale may be sold from time to time to meet liquidity or other needs, it is not our normal practice to trade this segment of the investment securities portfolio. From time to time, the Bank may execute transactions to reposition the investment portfolio. Such activity has not expanded the broad asset classes used by the Bank. While management generally holds these assets on a long-term basis or until maturity, any short-term investments or securities available for sale could be converted at an earlier point, depending partly on changes in interest rates and alternative investment opportunities.

56

The following table presents a summary of our investment portfolio by contractual maturity and related yield as of March 31, 2024:

Due In

Due After

Due After

Due After

 

1 Year or Less

1 Thru 5 Years

5 Thru 10 Years

10 Years

Total

 

(Dollars in thousands)

    

Amount

    

Yield

    

Amount

    

Yield

    

Amount

    

Yield

    

Amount

    

Yield

    

Amount

    

Yield

 

Held to Maturity (amortized cost)

U.S. Government agencies

$

64,365

2.11

%  

$

$

132,904

1.73

%  

$

%  

$

197,269

1.86

%  

Residential mortgage-backed securities issued by U.S. government

agencies or sponsored enterprises

165,509

1.97

1,240,931

1.84

1,406,440

1.86

Residential collateralized mortgage-obligations issued by U.S. government

agencies or sponsored enterprises

437,718

2.49

437,718

2.49

Commercial mortgage-backed securities issued by U.S. government

agencies or sponsored enterprises

36,550

0.94

170,117

1.48

145,732

1.58

352,399

1.47

Small Business Administration loan-backed securities

52,763

1.20

52,763

 

1.20

Total held to maturity

$

64,365

 

2.11

%  

$

36,550

 

0.94

%  

$

468,530

 

1.72

%  

$

1,877,144

 

1.95

%  

$

2,446,589

 

1.90

%

Available for Sale (fair value)

U.S. Government treasuries

$

24,587

2.04

%  

$

%  

$

%  

$

%  

$

24,587

2.04

%

U.S. Government agencies

125,021

2.63

98,784

1.68

223,805

 

2.17

Residential mortgage-backed securities issued by U.S. government

agencies or sponsored enterprises

3,361

2.06

148,341

2.39

1,340,721

1.97

1,492,423

2.01

Residential collateralized mortgage-obligations issued by U.S. government

agencies or sponsored enterprises

6,867

2.50

11,213

2.29

490,032

2.19

508,112

2.20

Commercial mortgage-backed securities issued by U.S. government

agencies or sponsored enterprises

76

5.93

187,784

2.86

580,436

1.94

243,921

1.82

1,012,217

2.06

State and municipal obligations

 

2,258

3.76

 

30,703

3.26

 

128,842

2.53

 

798,556

2.79

 

960,359

 

2.77

Small Business Administration loan-backed securities

 

3,426

0.35

 

17,668

4.51

 

118,037

3.91

 

210,912

2.79

 

350,043

 

3.21

Corporate securities

 

 

489

8.22

 

25,676

3.96

 

689

4.50

 

26,854

 

4.05

Total available for sale

$

155,368

2.51

%  

$

246,872

3.02

%  

$

1,111,329

2.30

%  

$

3,084,831

2.26

%  

$

4,598,400

2.31

%

Total other investments

$

%  

$

%  

$

%  

$

187,185

3.77

%  

$

187,185

 

3.77

%

Total investment securities

$

219,733

 

2.39

%  

$

283,422

 

2.75

%  

$

1,579,859

 

2.13

%  

$

5,149,160

 

2.20

%  

$

7,232,174

 

2.21

%

Percent of total

 

3

%  

 

4

%  

 

22

%  

 

71

%  

Cumulative percent of total

 

3

%  

 

7

%  

 

29

%  

 

100

%  

(1)Yields on tax exempt income have been presented on a taxable equivalent basis in the table above.
(2)FRB, FHLB and other non-marketable equity securities have no set maturity date and are classified in “Due after 10 Years.”
(3)The total values presented in the table above represent total fair value for available for sale and amortized cost for held to maturity.

Approximately 86.0% of the investment portfolio is comprised of U.S. Treasury securities, U.S. Government agency securities, and U.S. Government Agency Mortgage-backed securities. These securities may be pledged to the Federal Home Loan Bank of Atlanta or the Federal Reserve Bank of Atlanta Discount Window. Approximately 13.6% of the investment portfolio is comprised of municipal securities. A portion of the municipal bond portfolio may be pledged to the Federal Home Loan Bank of Atlanta subject to their credit approval. Approximately 98% of the municipal bond portfolio has ratings in the Double A or Triple A category.

During the first quarter of 2024, the Company did not sell any securities that are available for sale or held to maturity. As of March 31, 2024, the portfolio had an effective duration of 5.89 years. We continue to monitor duration risk and seek to align actual duration with the target range.

57

The following table presents a summary of our investment portfolio duration for the periods presented:

March 31, 2024

December 31, 2023

(Dollars in thousands, duration in years)

    

Amount

    

Duration

    

Amount

    

Duration

Held to Maturity (amortized cost)

U.S. Government agencies

$

197,269

4.76

$

197,267

5.03

Residential mortgage-backed securities issued by U.S. government

agencies or sponsored enterprises

1,406,440

6.34

1,438,102

6.40

Residential collateralized mortgage-obligations issued by U.S. government

agencies or sponsored enterprises

437,718

5.72

444,883

6.24

Commercial mortgage-backed securities issued by U.S. government

agencies or sponsored enterprises

352,399

3.55

354,055

4.06

Small Business Administration loan-backed securities

52,763

6.83

53,133

6.95

Total held to maturity

$

2,446,589

5.71

$

2,487,440

5.94

Available for Sale (fair value)

U.S. Treasuries

$

24,587

0.41

$

73,890

0.35

U.S. Government agencies

223,805

3.17

224,706

3.41

Residential mortgage-backed securities issued by U.S. government

agencies or sponsored enterprises

1,492,423

6.05

1,558,306

6.12

Residential collateralized mortgage-obligations issued by U.S. government

agencies or sponsored enterprises

508,112

5.46

527,422

5.69

Commercial mortgage-backed securities issued by U.S. government

agencies or sponsored enterprises

1,012,217

3.60

1,024,170

3.73

State and municipal obligations

 

960,359

 

10.35

 

977,461

 

8.62

Small Business Administration loan-backed securities

 

350,043

3.73

 

371,686

3.81

Corporate securities

 

26,854

2.18

 

26,747

2.45

Total available for sale

$

4,598,400

5.98

$

4,784,388

5.65

Other Investments

Other investment securities include primarily our investments in FHLB and FRB stock with no readily determinable market value. The amortized costAccordingly, when evaluating these securities for impairment, management considers the ultimate recoverability of the par value rather than recognizing temporary declines in value. As of March 31, 2024, we determined that there was no impairment on our other investment securities. As of March 31, 2024, other investment securities represented approximately $187.3 million, or 0.41% of total assets, and primarily consists of FHLB and FRB stock which totals to approximately $168.3 million, or 0.37% of total assets. There were no gains or losses on the sales of these securities for three months ended March 31, 2024 and 2023, respectively.

Trading Securities

We have a trading portfolio associated with our Correspondent Banking Division and its subsidiary SouthState|Duncan-Williams. This portfolio is carried at fair value and realized and unrealized gains and losses are included in trading securities revenue, a component of all theseCorrespondent Banking and Capital Markets Income in our Consolidated Statements of Income. Securities purchased for this portfolio have primarily been municipal bonds, treasuries and mortgage-backed agency securities, which are equalheld for short periods of time and totaled $66.2 million and $31.3 million at September 30, 2017.   AsMarch 31, 2024 and December 31, 2023, respectively.

Loans Held for Sale

The balance of

66


mortgage loans held for sale increased $5.7 million from December 31, 2023 to $56.6 million at March 31, 2024. Total mortgage production was $429 million in the first quarter of 2024. This compares to $436 million in the fourth quarter of 2023. Mortgage production has declined as mortgage rates have continued to remain high. The percentage of mortgage production sold into the secondary market increased to 53% at March 31, 2024 compared to 49% in the fourth quarter of 2023. The allocation of mortgage production between portfolio and secondary market depends on the Company’s liquidity, market spreads and rate changes during each period and will fluctuate over time.

58

September 30, 2017,Loans

The following table presents a summary of the investment in FHLB stock represented approximately $10.2loan portfolio by category (excludes loans held for sale):

LOAN PORTFOLIO

March 31,

% of

December 31,

% of

(Dollars in thousands)

2024

    

Total

2023

    

Total

Acquired loans:

Acquired - non-purchased credit deteriorated loans:

Construction and land development

$

79,796

0.2

%  

$

135,819

0.4

%  

Commercial non-owner occupied

1,673,833

5.1

%  

1,730,990

5.4

%  

Commercial owner occupied real estate

1,079,710

3.3

%  

1,115,539

3.4

%  

Consumer owner occupied

478,388

1.5

%  

496,674

1.5

%  

Home equity loans

214,078

0.7

%  

227,789

0.7

%  

Commercial and industrial

797,388

2.4

%  

863,584

2.7

%  

Other income producing property

138,049

0.4

%  

148,361

0.5

%  

Consumer non real estate

73,135

0.2

%  

77,930

0.2

%  

Other

206

%  

227

%  

Total acquired - non-purchased credit deteriorated loans

4,534,583

13.8

%  

4,796,913

14.8

%  

Acquired - purchased credit deteriorated loans (PCD):

Construction and land development

6,380

%  

9,506

%  

Commercial non-owner occupied

421,636

1.3

%  

445,270

1.4

%  

Commercial owner occupied real estate

318,860

1.0

%  

349,755

1.1

%  

Consumer owner occupied

163,356

0.5

%  

169,923

0.5

%  

Home equity loans

26,038

0.1

%  

27,239

0.1

%  

Commercial and industrial

33,163

0.1

%  

39,951

0.1

%  

Other income producing property

31,661

0.1

%  

35,358

0.1

%  

Consumer non real estate

30,189

0.1

%  

31,811

0.1

%  

Total acquired - purchased credit deteriorated loans (PCD)

1,031,283

3.2

%  

1,108,813

3.4

%  

Total acquired loans

5,565,866

17.0

%  

5,905,726

18.2

%  

Non-acquired loans:

Construction and land development

2,351,167

7.2

%  

2,778,189

8.6

%  

Commercial non-owner occupied

7,017,005

21.5

%  

6,395,374

19.7

%  

Commercial owner occupied real estate

4,113,285

12.6

%  

4,032,377

12.5

%  

Consumer owner occupied

6,172,728

19.0

%  

5,928,408

18.3

%  

Home equity loans

1,168,478

3.6

%  

1,143,417

3.5

%  

Commercial and industrial

4,713,580

14.4

%  

4,601,004

14.2

%  

Other income producing property

470,345

1.4

%  

472,615

1.5

%  

Consumer non real estate

1,093,571

3.3

%  

1,123,909

3.5

%  

Other

1,285

%  

7,470

%  

Total non-acquired loans

27,101,444

83.0

%  

26,482,763

81.8

%  

Total loans (net of unearned income)

$

32,667,310

100.0

%  

$

32,388,489

100.0

%  

Total loans, net of deferred loan costs and fees (excluding mortgage loans held for sale), increased by $278.8 million, or 0.09%3.5% annualized, to $32.7 billion at March 31, 2024. Our non-acquired loan portfolio increased by $618.7 million, or 9.4% annualized, mainly driven by organic growth. Commercial non-owner occupied loans, consumer owner occupied loans, commercial and industrial loans, commercial owner occupied real estate, and home equity loans led the way with $621.6 million, $244.3 million, $112.6 million, $80.9 million and $25.1 million in year-to-date loan growth, respectively, or 39.1%, 16.6%, 9.8%, 8.1% and 8.8% annualized growth, respectively. The acquired loan portfolio decreased by $339.9 million, or 23.1% annualized. This decline in acquired loans was due to paydowns and payoffs in both the PCD and Non-PCD loan categories along with renewals of acquired loans that were moved to our non-acquired loan portfolio. The main categories that declined were commercial non-owner occupied loans, commercial and industrial loans and commercial owner occupied loans, which decreased by $80.8 million, $73.0 million and $66.7 million, respectively, during the quarter. Acquired loans as a percentage of total assets.loans decreased to 17.0% and non-acquired loans as a percentage of the overall portfolio increased to 83.0% at March 31, 2024. This compares to acquired loans as a percentage of total loans of 18.2% and non-acquired loans as a percentage of total loans of 81.8% at December 31, 2023.

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Table of Contents

Allowance for Credit Losses (“ACL”) on Loans and Certain Off-Balance-Sheet Credit Exposures

The ACL reflects management’s estimate of losses that will result from the inability of our borrowers to make required loan payments. The Company records loans charged off against the ACL and subsequent recoveries, if any, increase the ACL when they are recognized. Please see Note 1 — Summary of Significant Accounting Policies, under the “ACL – Loans” section, of our Annual Report on Form 10-K for the year ended December 31, 2023 and Note 2 — Significant Accounting Policies in this Quarterly Report on Form 10-Q for further detailed descriptions of our estimation process and methodology related to the ACL on loans.

Management considers forward-looking information in estimating expected credit losses. The Company subscribes to a third-party service which provides a quarterly macroeconomic baseline outlook and alternative scenarios for the United States economy. The baseline, along with the evaluation of alternative scenarios, is used by management to determine the best estimate within the range of expected credit losses. Management evaluates the appropriateness of the reasonable and supportable forecast scenarios and takes into consideration the scenarios in relation to actual economic and other data, such as gross domestic product growth, monetary and fiscal policy, inflation, supply chain issues and global events like the Russian/Ukraine conflict and unrest in middle east, as well as the volatility and magnitude of changes within those scenarios quarter over quarter, and consideration of conditions within the Bank’s operating environment and geographic area. Additional forecast scenarios may be weighted along with the baseline forecast to arrive at the final reserve estimate. While periods of relative economic stability should generally lead to stability in forecast scenarios and weightings to estimate credit losses, periods of instability can likewise require management to adjust the selection of scenarios and weightings, in accordance with the accounting standards. For the contractual term that extends beyond the reasonable and supportable forecast period, the Company reverts to the long term mean of historical factors within four quarters using a straight-line approach. The Company generally uses a four-quarter forecast and a four-quarter reversion period.

In spite of the rapid interest rate hikes experienced cycle-to-date, the U.S. has thus far avoided a recession, although an inverted yield curve such as observed in the current interest rate environment often portends a coming recession. Management continues to use a blended forecast scenario of the baseline, upside, and more severe scenario, depending on the circumstances and economic outlook. For the quarter ending March 31, 2024, management selected a baseline weighting of 50%, a 25% weighting for an upside scenario and a 25% weighting for the more severe scenario. The scenario weightings were consistent with the first quarter of 2023. The scenario weightings reflect continued recognition of downside risks in the economic forecast from persistent levels of inflation, rising interest rates, and tightening credit conditions conducive of a mild recession. While employment figures and recent commercial real estate market sales data still show resilience and actual loan losses remain at low levels, continued projected weakness in the forecasted commercial real estate price index continues to elevate modeled expected losses for the Commercial Real Estate and Commercial Construction and Land Development, which excludes Residential Construction, loan segments. The resulting provision was approximately $12.7 million during the first quarter of 2024.

The Company has a variety of assets that have a component that qualifies as an off-balance sheet exposure. These primarily include undrawn portions of revolving lines of credit and standby letters of credit. Please see MD&A, under the “Financial Condition”, “Allowance for Credit Losses (“ACL”)” section, of our Annual Report on Form 10-K for the year ended December 31, 2023 and Note 2 — Summary of Significant Accounting Policies in this Quarterly Report on Form 10-Q for further detailed descriptions of our estimation process and methodology related to the ACL on certain off-balance-sheet credit exposures.

As of March 31, 2024, the balance of the ACL was $469.7 million or 1.44% of total loans. The ACL increased $13.1 million from the balance of $456.6 million recorded at December 31, 2023. The net increase during the first quarter of 2024 included a $15.8 million provision and $2.7 million in net charge-offs. During the three months ended March 31, 2024, the Company recorded a provision for credit losses based on loan growth and current forecasts applied to our modeling to adequately capture potential economic recessionary risks.

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Table of Contents

At March 31, 2024, the Company had a reserve on unfunded commitments of $53.2 million, which was recorded as a liability on the Balance Sheet, compared to $56.3 million at December 31, 2023. During the three months ended March 31, 2024, the Company recorded a decrease in the reserve for unfunded commitments of $3.1 million. This amount was recorded in Provision (Recovery) for Credit Losses on the Consolidated Statements of Income. For the comparative period in 2023, the Company had a reserve on unfunded commitments of $85.1 million recorded at March 31, 2023. The Company did not have an allowance for credit losses or record a provision for credit losses on investment securities or other financial assets during the first three months of 2024.

The ACL provides 2.73 times coverage of nonperforming loans at March 31, 2024. Net charge-offs to the total average loans during the three months ended March 31, 2024 were 0.03%, compared to 0.01% during the three months ended March 31, 2023. We continued to experience solid and stable asset quality numbers and ratios as of March 31, 2024.

The following table provides the allocation, by segment, for expected credit losses as of March 31, 2024:

March 31, 2024

(Dollars in thousands)

    

Amount

    

%*

    

Residential Mortgage Senior

$

87,484

 

22.2

%  

Residential Mortgage Junior

 

1,230

 

0.1

%  

Revolving Mortgage

 

11,724

 

4.6

%  

Residential Construction

 

4,552

 

1.8

%  

Other Construction and Development

 

60,860

 

5.5

%  

Consumer

 

23,353

 

3.6

%  

Multifamily

17,012

3.6

%  

Municipal

876

2.3

%  

Owner Occupied Commercial Real Estate

72,597

16.9

%  

Non-Owner Occupied Commercial Real Estate

134,698

24.4

%  

Commercial and Industrial

 

55,268

 

15.0

%  

Total

$

469,654

 

100.0

%  

    

*     Loan balance in each category expressed as a percentage of total loans.

The following table presents a summary of net charge off ratios (annualized) by loan segment, for the quarters ended March 31, 2024 and 2023:

Three Months Ended

March 31, 2024

March 31, 2023

(Dollars in thousands)

    

Net Recovery (Charge Off)

Average Balance

Net Recovery (Charge Off) Ratio

    

Net Recovery (Charge Off)

Average Balance

Net Recovery (Charge Off) Ratio

Residential Mortgage Senior

$

(220)

$

7,142,755

(0.01)

%  

$

292

$

5,851,428

0.02

%  

Residential Mortgage Junior

 

39

 

14,639

1.07

%  

 

5

 

12,186

0.17

%  

Revolving Mortgage

 

182

 

1,487,324

0.05

%  

 

206

 

1,387,299

0.06

%  

Residential Construction

 

(297)

 

634,180

(0.19)

%  

 

72

 

866,661

0.03

%  

Other Construction and Development

 

(468)

 

2,009,144

(0.09)

%  

 

258

 

1,912,705

0.05

%  

Consumer

 

(1,372)

 

1,199,449

(0.46)

%  

 

(2,145)

 

1,262,393

(0.69)

%  

Multifamily

25

1,033,034

0.01

%  

760,375

%  

Municipal

741,355

%  

719,003

%  

Owner Occupied Commercial Real Estate

103

5,488,913

0.01

%  

293

5,485,976

0.02

%  

Non-Owner Occupied Commercial Real Estate

(61)

7,839,935

(0.00)

%  

55

7,418,486

0.00

%  

Commercial and Industrial

 

(610)

 

4,889,492

(0.05)

%  

 

(74)

 

4,717,885

(0.01)

%  

Total

$

(2,679)

$

32,480,220

(0.03)

%  

    

$

(1,038)

$

30,394,397

(0.01)

%  

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Table of Contents

The following table presents a summary of the changes in the ACL, for the three months ended March 31, 2024 and 2023:

Three Months Ended March 31,

 

2024

2023

 

    

Non-PCD

PCD

    

Non-PCD

PCD

    

 

(Dollars in thousands)

    

Loans

Loans

    

Total

Loans

Loans

    

Total

 

Balance at beginning of period

$

423,876

$

32,697

$

456,573

$

309,606

$

46,838

$

356,444

Loans charged-off

 

(7,718)

 

(222)

 

(7,940)

 

(4,516)

 

(111)

 

(4,627)

Recoveries of loans previously charged off

 

2,975

 

2,286

 

5,261

 

2,327

 

1,262

 

3,589

Net (charge-offs) recoveries

 

(4,743)

 

2,064

 

(2,679)

 

(2,189)

 

1,151

 

(1,038)

Provision (recovery) for credit losses

 

20,055

 

(4,295)

 

15,760

 

20,498

 

(5,259)

 

15,239

Balance at end of period

$

439,188

$

30,466

$

469,654

$

327,915

$

42,730

$

370,645

Total loans, net of unearned income:

At period end

$

32,667,310

$

30,696,142

Average

 

32,480,220

 

30,394,397

Net charge-offs as a percentage of average loans (annualized)

 

0.03

%  

 

0.01

%  

Allowance for credit losses as a percentage of period end loans

 

1.44

%  

 

1.21

%  

Allowance for credit losses as a percentage of period end non-performing loans (“NPLs”)

 

272.62

%  

 

297.42

%  

Nonperforming Assets (“NPAs”)

The following table summarizes our nonperforming assets for the past five quarters:

    

March 31,

 

December 31,

    

September 30,

    

June 30,

    

March 31,

    

(Dollars in thousands)

2024

 

2023

2023

2023

2023

Non-acquired:

Nonaccrual loans

$

106,189

$

110,467

$

105,579

$

104,491

$

67,894

Accruing loans past due 90 days or more

 

2,497

 

11,305

 

783

 

3,620

 

2,667

Restructured loans - nonaccrual

 

 

 

277

 

281

 

282

Total non-acquired nonperforming loans

 

108,686

 

121,772

 

106,639

 

108,392

 

70,843

Other real estate owned (“OREO”) (1) (6)

 

1,035

 

228

 

118

 

118

 

58

Other nonperforming assets (2)

 

554

 

483

 

331

 

109

 

129

Total non-acquired nonperforming assets

 

110,275

 

122,483

 

107,088

 

108,619

 

71,030

Acquired:

Nonaccrual loans (3)

 

62,612

 

58,916

 

57,464

 

59,821

 

51,650

Accruing loans past due 90 days or more

 

135

 

1,174

 

1,821

 

571

 

983

Restructured loans - nonaccrual

839

839

913

1,144

Total acquired nonperforming loans

 

63,586

 

60,929

 

59,285

 

61,305

 

53,777

Acquired OREO (1) (7)

 

609

 

609

 

316

 

962

 

3,415

Other acquired nonperforming assets (2)

 

46

 

103

 

62

 

19

 

31

Total acquired nonperforming assets

 

64,241

 

61,641

 

59,663

 

62,286

 

57,223

Total nonperforming assets

$

174,516

$

184,124

$

166,751

$

170,905

$

128,253

Excluding Acquired Assets

Total nonperforming assets as a percentage of total loans and repossessed assets (4)

 

0.41

 

0.46

 

0.42

 

0.43

 

0.30

Total nonperforming assets as a percentage of total assets (5)

 

0.24

 

0.27

 

0.24

 

0.24

 

0.16

Nonperforming loans as a percentage of period end loans (4)

 

0.40

 

0.46

 

0.41

 

0.43

 

0.30

Including Acquired Assets

Total nonperforming assets as a percentage of total loans and repossessed assets (4)

 

0.53

 

0.57

 

0.52

 

0.54

 

0.42

Total nonperforming assets as a percentage of total assets (5)

 

0.39

 

0.41

 

0.37

 

0.38

 

0.29

Nonperforming loans as a percentage of period end loans (4)

 

0.53

 

0.56

 

0.52

 

0.54

 

0.41

(1)Consists of real estate acquired as a result of foreclosure.
(2)Consists of non-real estate foreclosed assets, such as repossessed vehicles.
(3)Includes nonaccrual loans that are purchase credit deteriorated (PCD loans).
(4)Loan data excludes mortgage loans held for sale.
(5)For purposes of this calculation, total assets include all assets (both acquired and non-acquired).
(6)Excludes non-acquired bank properties held for sale of $9.0 million, $9.0 million, $11.8 million, $10.0 million, and $13.3 million as of March 31, 2024, December 31, 2023, September 30, 2023, June 30, 2023 and March 31, 2023, respectively, that is now separately disclosed on the balance sheet.
(7)Excludes acquired bank properties held for sale of $0, $3.4 million, $3.4 million, $3.4 million, and $3.4 million as of March 31, 2024, December 31, 2023, September 30, 2023, June 30, 2023 and March 31, 2023, respectively, that is now separately disclosed on the balance sheet.

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Table of Contents

Total nonperforming assets were $174.5 million, or 0.53% of total loans and repossessed assets, at March 31, 2024, a decrease of $9.6 million, or 5.2%, from December 31, 2023. Total nonperforming loans were $172.3 million, or 0.53%, of total loans, at March 31, 2024, a decrease of $10.4 million, or 5.7%, from December 31, 2023. Non-acquired nonperforming loans decreased by $13.1 million from December 31, 2023. The decrease in non-acquired nonperforming loans was driven primarily by a decrease in commercial nonaccrual loans of $7.2 million, a decrease in accruing loans past due 90 days or more of $8.8 million, offset by an increase in consumer nonaccrual loans of $2.9 million. The accruing loans past due 90 days or more decreased by $8.8 million at March 31, 2024 compared to December 31, 2023, due primarily to a decrease in accruing loans past due 90 days or more of factored receivables, which are trade credits rather than promissory notes loans that are deemed to be low risk. Acquired nonperforming loans increased $2.7 million from December 31, 2023. The increase in the acquired nonperforming loan balances was due primarily to an increase in commercial nonaccrual loans of $4.6 million, offset by a decrease in consumer nonaccrual loans of $1.0 million and a decline in accruing loans past due 90 days or more of $1.0 million.

Interest-Bearing Liabilities

Interest-bearing liabilities include interest-bearing transaction accounts, savings deposits, CDs, other time deposits, federal funds purchased, securities sold under agreements to repurchase and other borrowings. Interest-bearing transaction accounts include NOW, HSA, IOLTA,Interest on Layers’ Trust Accounts (“IOLTA”), and Market Rate checking accounts.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

(Dollars in thousands)

2017

    

2016

    

    

2017

    

2016

    

Average interest-bearing liabilities

 

$

6,773,313

 

$

5,430,625

 

 

$

6,788,550

 

$

5,455,931

 

Interest expense

 

 

4,092

 

 

2,035

 

 

 

11,464

 

 

6,229

 

Average rate

 

 

0.24

%  

 

0.15

%

 

 

0.23

%  

 

0.15

%

The average balance ofTotal interest-bearing liabilitiesdeposits increased $1.3by $232.4 million, or 3.5% annualized, to $26.6 billion in the third quarter of 2017 compared to the third quarter of 2016 due to increases in all categories of interest bearing liabilities, with the exception of federal funds purchased and repurchase agreements. The overallat March 31, 2024 from $26.4 billion at December 31, 2023. This increase was mostly related to increasesmainly driven by growth in transaction and money market accounts of $356.7 million, including $167.1 million in reciprocal insured money market deposits. This increase was partially offset by declines in interest-bearing checking accounts of $80.0 million and savingsavings deposits acquired through the SBFC acquisition during the first quarter of 2017 which totaled approximately $943,000 at September 30, 2017.  The increase$75.0 million. Customers continue to move funds from lower yielding deposit products seeking higher yields in interest expense in the third quarter of 2017 comparedmoney market accounts. Federal funds purchases related to the same period in 2016 was largely drivenCorrespondent Banking Division and securities sold under agreements to repurchase were $554.7 million at March 31, 2024, a $65.5 million increase from December 31, 2023. Other borrowings, consisting of FHLB borrowings, decreased to $0 at March 31, 2024 from $100 million at December 31, 2023. Corporate and subordinated debentures declined by higher balances in all interest-bearing liabilities, as well as the impact of higher interest rates on our interest-bearing liabilities. The increase in rates was due$92,000 to the fact that the cost of deposits acquired through the merger with SBFC were at higher rates than that of our legacy deposits and due to the Federal Reserve increasing the federal funds target rate 75 basis points since December 2016.  Overall, this resulted in a 9 basis point increase in the average rate on all interest-bearing liabilities from the three months ended September 30, 2016.$391.8 million. Some key highlights are outlined below:

·

Average interest-bearing deposits forAs noted above, the three months ended September 30, 2017Company’s higher yielding money market accounts increased 26.0% from the same period in 2016.

·

Interest-bearing deposits increased to $6.6 billion at September 30, 2017 from the period end balance at September 30, 2016 of $5.1 billion.  This was mainly the result of the addition of interest bearing-deposits during the first quarter of 2017 from the SBFC acquisition, which totaled $1.1 billion at September 30, 2017.2024. The company continues to monitor and adjustCompany raised interest rates paid on most interest-bearing deposit products as part of its strategy to manage its net interest margin.  

·

The average rate on certificates of deposit and other time deposits for the three months ended September 30, 2017 increased 26 basis points to 52 basis points from the comparable period in 2016. 

·

Average transaction and(in particular money market accounts balancesand time deposit specials) due to competitive pressures to retain deposits. Average interest-bearing deposits increased 18.4%, up $612.7 million from the average balanceby $3.1 billion to $26.4 billion in the third quarter of 2016 as balances acquired from the SBFC transaction totaled approximately $439.4 at September 30, 2017.  Interest expense on transaction and money market accounts increased $388,000 as a result of the growth in average balances and a 3 basis point increase in the average rate to 11 basis points for the three months ended September 30, 2017 asMarch 31, 2024 compared to the same period in 2016.

2023. For more information on the composition of our total deposits, see Note 8 – Deposits.

·

Average savings account balances increased 74.5%, up $586.4Other borrowings, consisting of FHLB borrowings, decreased to $0 at March 31, 2024 from $100 million from the average balanceat December 31, 2023. The Company paid down its FHLB borrowings in the thirdfirst quarter of 2016 as balances acquired from the SBFC transaction totaled approximately $503.7 million at September 30, 2017.  Interest expense on savings accounts increased $401,000 as a result of2024 with the growth in average balancesdeposits and a 9 basis point increasethe maturities and pay downs in the average rate to 15 basis points for the three months ended September 30, 2017 as compared to the same period in 2016.

investment securities providing liquidity.

·

In the third quarter of 2017, average other borrowings increased $37.7 million compared to the third quarter of 2016. This increase was the result of the SBFC acquisition as we acquired $18.5 million in trust preferred securities and $91.3 million in FHLB advances through the merger.   Since the merger, the company has paid off $82.0 million of the acquired FHLB advances, including $15.0 million during the third quarter of 2017.  The average rate on other borrowings experienced an 8 basis point increase to 3.59% for the three months ended September 30, 2017.  This increase was due to the cost on trust preferred securities, which are variable rate and reprice quarterly.  As interest rates have risen, the cost of the trust preferred securities increased from 3.48% for the quarter ended September 30, 2016 to 4.19% for the same period in 2017.

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Noninterest-Bearing Deposits

Noninterest-bearing deposits are transaction accounts that provide our Bank with “interest-free” sources of funds. Average noninterest-bearing deposits increased $478.9 million, or 22.3%, to $2.6 billion in the third quarter of 2017 compared to $2.1 billion during the same period in 2016.   The noninterest-bearing deposits added through the SBFC acquisition totaled approximately $261.1 million at September 30, 2017 as the remaining increase was through organic deposit growth.  At September 30, 2017,March 31, 2024, the period end balance of noninterest-bearing deposits was $2.5of $10.5 billion exceeding the September 30, 2016 balance by $329.4 million. 

Provision for Loan Losses and Nonperforming Assets

The ALLL is based upon estimates made by management. We maintain an ALLL at a level that we believe is appropriate to cover estimated credit losses on individually evaluated loans that are determined to be impaired as well as estimated credit losses inherent in the remainder of our loan portfolio. Arriving at the allowance involves a high degree of management judgment and results in a range of estimated losses. We regularly evaluate the adequacy of the allowance through our internal risk rating system, outside and internal credit review, and regulatory agency examinations to assess the quality of the loan portfolio and identify problem loans. The evaluation process also includes our analysis of current economic conditions, composition of the loan portfolio, past due and nonaccrual loans, concentrations of credit, lending policies and procedures, and historical loan loss experience. The provision for loan losses is charged to expense in an amount necessary to maintain the allowance at an appropriate level.

The ALLL on non-acquired loans consists of general and specific reserves. The general reserves are determined by applying loss percentages to the portfolio that are based on historical loss experience for each class of loans and management’s evaluation and “risk grading” of the loan portfolio. Additionally, the general economic and business conditions affecting key lending areas, credit quality trends, collateral values, loan volumes and concentrations, seasoning of the loan portfolio, the findings of internal and external credit reviews and results from external bank regulatory examinations are included in this evaluation. Currently, these adjustments are applied to the non-acquired loan portfolio when estimating the level of reserve required. The specific reserves are determined on a loan-by-loan basis based on management’s evaluation of our exposure for each credit, given the current payment status of the loan and the value of any underlying collateral. These are loans classified by management as doubtful or substandard. For such loans that are also classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. Generally, the need for a specific reserve is evaluated on impaired loans, and once a specific reserve is established for a loan, a charge off of that amount occurs in the quarter subsequent to the establishment of the specific reserve. Loans that are determined to be impaired are provided a specific reserve, if necessary, and are excluded from the calculation of the general reserves.

Beginning with the First Federal Holdings, Inc. (“FFHI”) business combination, the Company segregates the acquired loan portfolio into performing loans (“non‑credit impaired”) and credit impaired loans.  The acquired non‑credit impaired loans and acquired revolving type loans are accounted for under FASB ASC 310‑20, with each loan being accounted for individually. Acquired credit impaired loans are recorded net of any acquisition accounting discounts and have no ALLL associated with them at acquisition date.  The related discount, if applicable, is accreted into interest income over the remaining contractual life of the loan using the level yield method.  Subsequent deterioration in the credit quality of these loans is recognized by recording a provision for loan losses through the income statement, increasing the non‑acquired and acquired non‑credit impaired ALLL.  The acquired credit impaired loans will follow the description in the next paragraph.

In determining the acquisition date fair value of acquired credit impaired loans, and in subsequent accounting, the Company generally aggregates purchased loans into pools of loans with common risk characteristics.  Expected cash flows at the acquisition date in excess of the fair value of loans are recorded as interest income over the life of the loans using a level yield method if the timing and amount of the future cash flows of the pool is reasonably estimable. Subsequent to the acquisition date, increases in cash flows over those expected at the acquisition date are recognized as interest income prospectively.  Decreases in expected cash flows after the acquisition date are recognized by recording an ALLL.  Evidence of credit quality deterioration for the loan pools may include information such as increased past‑due and nonaccrual levels and migration in the pools to lower loan grades.

In previous periods, we offset the impact of the provision established for acquired covered loans by adjusting the receivable from the FDIC to reflect the indemnified portion of the post-acquisition exposure with a corresponding credit to the provision for loan losses.   However, as noted above, on June 23, 2016, the Bank entered into an early agreement with the FDIC with respect to all of its outstanding loss share agreements.  All assets previously classified as

68


covered became uncovered, and the Bank will now recognize the full amount of future charge-offs, recoveries, gains, losses, and expenses related to these previously covered assets, as the FDIC will no longer share in these amounts.  For further discussion of the Company’s ALLL on acquired loans, see Note 6—Loans and Allowance for Loan Losses.

During the third quarter of 2017, the valuation allowance on acquired credit impaired loans declined by $71,000.  This was the result of impairment of $127,000 which was recorded through the provision for loan losses, being fully offset by loan removals of $198,000.

The following table presents a summary of the changes in the ALLL for the three and nine months ended September 30, 2017 and 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

 

 

2017

 

2016

 

 

 

 

 

 

Acquired

 

Acquired

 

 

 

 

 

 

 

Acquired

 

Acquired

 

 

 

 

 

 

 

 

 

Non-credit

 

Credit

 

 

 

 

 

 

 

Non-credit

 

Credit

 

 

 

 

 

    

Non-acquired

    

Impaired

    

Impaired

    

 

 

    

Non-acquired

    

Impaired

    

Impaired

    

 

 

 

(Dollars in thousands)

    

Loans

    

Loans

    

Loans

    

Total

    

Loans

    

Loans

    

Loans

    

Total

 

Balance at beginning of period

 

$

40,149

 

$

 —

 

$

3,741

 

$

43,890

 

$

36,939

 

$

 —

 

$

3,752

 

$

40,691

 

Loans charged-off

 

 

(1,383)

 

 

(275)

 

 

 —

 

 

(1,658)

 

 

(1,108)

 

 

(280)

 

 

 —

 

 

(1,388)

 

Recoveries of loans previously charged off

 

 

836

 

 

279

 

 

 —

 

 

1,115

 

 

713

 

 

120

 

 

 —

 

 

833

 

Net charge-offs

 

 

(547)

 

 

 4

 

 

 —

 

 

(543)

 

 

(395)

 

 

(160)

 

 

 —

 

 

(555)

 

Provision for loan losses

 

 

1,939

 

 

(4)

 

 

127

 

 

2,062

 

 

775

 

 

160

 

 

(23)

 

 

912

 

Benefit attributable to FDIC loss share agreements

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

Total provision for loan losses charged to operations

 

 

1,939

 

 

(4)

 

 

127

 

 

2,062

 

 

775

 

 

160

 

 

(23)

 

 

912

 

Provision for loan losses recorded through the FDIC loss share receivable

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

Reductions due to loan removals

 

 

 —

 

 

 —

 

 

(198)

 

 

(198)

 

 

 —

 

 

 —

 

 

(326)

 

 

(326)

 

Balance at end of period

 

$

41,541

 

$

 —

 

$

3,670

 

$

45,211

 

$

37,319

 

$

 —

 

$

3,403

 

$

40,722

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total non-acquired loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

$

6,230,327

 

 

 

 

 

 

 

 

 

 

$

5,008,113

 

 

 

 

 

 

 

 

 

 

Average

 

 

6,123,750

 

 

 

 

 

 

 

 

 

 

 

4,903,522

 

 

 

 

 

 

 

 

 

 

Net charge-offs as a percentage of average non-acquired loans (annualized)

 

 

0.04

%  

 

 

 

 

 

 

 

 

 

 

0.03

%  

 

 

 

 

 

 

 

 

 

Allowance for loan losses as a percentage of period end non-acquired loans

 

 

0.67

%  

 

 

 

 

 

 

 

 

 

 

0.75

%  

 

 

 

 

 

 

 

 

 

Allowance for loan losses as a percentage of period end non-performing non-acquired loans (“NPLs”)

 

 

322.12

%  

 

 

 

 

 

 

 

 

 

 

248.63

%  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30,

 

 

2017

 

2016

 

 

 

 

 

Acquired

 

Acquired

 

 

 

 

 

 

 

Acquired

 

Acquired

 

 

 

 

 

 

 

 

Non-credit

 

Credit

 

 

 

 

 

 

 

Non-credit

 

Credit

 

 

 

 

    

Non-acquired

    

Impaired

    

Impaired

    

 

 

    

Non-acquired

    

Impaired

    

Impaired

    

 

 

(Dollars in thousands)

    

Loans

    

Loans

    

Loans

    

Total

    

Loans

    

Loans

    

Loans

    

Total

Balance at beginning of period

 

$

36,960

 

$

 —

 

$

3,395

 

$

40,355

 

$

34,090

 

$

 —

 

$

3,706

 

$

37,796

Loans charged-off

 

 

(3,972)

 

 

(1,165)

 

 

 —

 

 

(5,137)

 

 

(4,384)

 

 

(810)

 

 

 —

 

 

(5,194)

Recoveries of loans previously charged off

 

 

2,041

 

 

414

 

 

 —

 

 

2,455

 

 

2,358

 

 

262

 

 

 —

 

 

2,620

Net charge-offs

 

 

(1,931)

 

 

(751)

 

 

 —

 

 

(2,682)

 

 

(2,026)

 

 

(548)

 

 

 —

 

 

(2,574)

Provision for loan losses on non-acquired loans

 

 

6,512

 

 

751

 

 

819

 

 

8,082

 

 

5,255

 

 

548

 

 

372

 

 

6,175

Benefit attributable to FDIC loss share agreements

 

 

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

23

 

 

23

Total provision for loan losses charged to operations

 

 

6,512

 

 

751

 

 

819

 

 

8,082

 

 

5,255

 

 

548

 

 

395

 

 

6,198

Provision for loan losses recorded through the FDIC loss share receivable

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(23)

 

 

(23)

Reductions due to loan removals

 

 

 —

 

 

 —

 

 

(544)

 

 

(544)

 

 

 —

 

 

 —

 

 

(675)

 

 

(675)

Balance at end of period

 

$

41,541

 

$

 —

 

$

3,670

 

$

45,211

 

$

37,319

 

$

 —

 

$

3,403

 

$

40,722

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total non-acquired loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

$

6,230,327

 

 

 

 

 

 

 

 

 

 

$

5,008,113

 

 

 

 

 

 

 

 

 

Average

 

 

5,770,160

 

 

 

 

 

 

 

 

 

 

 

4,620,284

 

 

 

 

 

 

 

 

 

Net charge-offs as a percentage of average non-acquired loans (annualized)

 

 

0.04

%  

 

 

 

 

 

 

 

 

 

 

0.06

%  

 

 

 

 

 

 

 

 

Allowance for loan losses as a percentage of period end non-acquired loans

 

 

0.67

%  

 

 

 

 

 

 

 

 

 

 

0.75

%  

 

 

 

 

 

 

 

 

Allowance for loan losses as a percentage of period end non-performing non-acquired loans (“NPLs”)

 

 

322.12

%  

 

 

 

 

 

 

 

 

 

 

248.63

%  

 

 

 

 

 

 

 

 

The ALLL as a percent of non-acquired loans reflects the continued improvement in credit quality, as well as the continued decline in our three-year historical charge off rate. Our nonaccrual loans and classified loans both declined during the third quarter of 2017 compared to the same quarter in 2016, while our past due loans still accruing increased. The same trend occurred when compared to the second quarter of 2017, nonaccrual loans and classified loans declined during the period, while past due loans still accruing increased.  Our overall net charge offs for the quarter on non-

69


acquired loans was 4 basis points annualized, or $547,000, compared to 3 basis points annualized, or $395,000, a year ago, and 5 basis points, or $756,000 in the second quarter of 2017.  Net charge offs on non-acquired loans have remained low at 5 basis points or less over the past four quarters.  Excluding acquired assets, nonperforming assets decreased by $2.4 million during the third quarter of 2017 compared to the third quarter of 2016 and increased $1.1 million from the second quarter of 2017, to $19.2 million. The increase from the second quarter was primarily due to an increase of $1.7 million in OREO due to the moving of the GB&T operations center ($2.3 million) from fixed assets to OREO during the third quarter of 2017.  The increase in nonperforming assets related to OREO was offset by a decline in nonaccrual loans of $700,000. The ratio of the ALLL to cover total nonperforming non-acquired loans increased from 248.63% at September 30, 2016 and 297.42% at June 30, 2017 to 322.12% at September 30, 2017.

We increased the ALLL compared to the third quarter of 2016, as well as compared to the second quarter of 2017, due primarily to larger loan growth and increases in certain loan types during the third quarter that require higher reserves.  From a general perspective, we generally consider a three-year historical loss rate on all loan portfolios, unless circumstances within a portfolio loan type require the use of an alternate historical loss rate to better capture the risk within the portfolio.  We also consider qualitative factors such as economic risk, model risk and operational risk when determining the ALLL.  We adjust our qualitative factors to account for uncertainty and certain risk inherent in the portfolio that cannot be measured with historical loss rates.  All of these factors are reviewed and adjusted each reporting period to account for management’s assessment of loss within the loan portfolio.  Overall, the general reserve increased by $3.7 millionfairly stable compared to the balance at September 30, 2016, and $1.8 millionDecember 31, 2023 of $10.6 billion. Average noninterest-bearing deposits were $10.5 billion for the first quarter of 2024 compared to $12.8 billion for the balance at June 30, 2017.

On a specific reserve basis, the ALLL decreased $438,000 from June 30, 2017, with loan balances being evaluated for specific reserves increasing $11.7 million during the thirdfirst quarter of 2017, to $60.8 million.  Specific reserves increased $483,000, to $1.9 million at September 30, 2017, from $1.4 million at September 30, 2016 with the loan balances being evaluated for specific reserves increasing $39.6 million from $21.2 million at September 30, 2016. The increase in loans being evaluated for specific reserves during the third quarter of 2017 include builder loans for which greater scrutiny was provided.  All of these loans are performing under their contractual terms.

During the three months ended September 30, 2017, qualitative factors remained consistent, which is reflective of stability2023. This decrease in the unemployment ratesaverage noninterest bearing deposits from the quarter ended March 31, 2023 was mainly due to customers seeking higher yields in the rising rate environment. Also, customers have less excess cash as funds from government support programs related to the COVID-19 pandemic began to decline, as well as the resulting effects of higher costs related to inflation.

Uninsured Deposits

At March 31, 2024 and economy as a whole withinDecember 31, 2023, the markets that we serve.  We continue to work our nonperforming assets out through collections, transfers to OREOCompany had approximately $13.3 billion and disposals of OREO.

70


$14.2 billion, respectively, in estimated uninsured deposits. The following table summarizes our nonperforming assetsamounts above are estimates and are based on the same methodologies and assumptions used for the past five quarters:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

September 30,

    

June 30,

    

March 31,

    

December 31,

    

September 30,

 

(Dollars in thousands)

 

2017

 

2017

 

2016

 

2016

 

2016

 

Non-acquired:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nonaccrual loans

 

$

11,509

 

$

12,100

 

$

11,909

 

$

12,485

 

$

12,386

 

Accruing loans past due 90 days or more

 

 

529

 

 

432

 

 

77

 

 

281

 

 

125

 

Restructured loans - nonaccrual

 

 

858

 

 

967

 

 

1,049

 

 

1,979

 

 

2,499

 

Total nonperforming loans

 

 

12,896

 

 

13,499

 

 

13,035

 

 

14,745

 

 

15,010

 

Other real estate owned (2)

 

 

6,219

 

 

4,519

 

 

5,653

 

 

3,927

 

 

6,585

 

Other nonperforming assets (3)

 

 

111

 

 

114

 

 

52

 

 

71

 

 

29

 

Total non-acquired nonperforming assets

 

 

19,226

 

 

18,132

 

 

18,740

 

 

18,743

 

 

21,624

 

Acquired non-credit impaired:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nonaccrual loans

 

 

5,457

 

 

5,134

 

 

4,915

 

 

4,728

 

 

4,633

 

Accruing loans past due 90 days or more

 

 

944

 

 

659

 

 

35

 

 

106

 

 

 —

 

Total acquired nonperforming loans (1)

 

 

6,401

 

 

5,793

 

 

4,950

 

 

4,834

 

 

4,633

 

Acquired OREO and other nonperforming assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Covered OREO (2)

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

Acquired OREO not covered under loss share (2)

 

 

7,308

 

 

9,911

 

 

14,355

 

 

14,389

 

 

15,626

 

Other acquired nonperforming assets (3)

 

 

538

 

 

528

 

 

637

 

 

637

 

 

653

 

Total acquired OREO and other nonperforming assets

 

 

7,846

 

 

10,439

 

 

14,992

 

 

15,026

 

 

16,279

 

Total nonperforming assets

 

$

33,473

 

$

34,364

 

$

38,682

 

$

38,603

 

$

42,536

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Excluding Acquired Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total NPAs as a percentage of total loans and repossessed assets (4)

 

 

0.31

%  

 

0.30

%  

 

0.34

%  

 

0.36

%  

 

0.43

%

Total NPAs as a percentage of total assets (5)

 

 

0.17

%  

 

0.16

%  

 

0.17

%  

 

0.21

%  

 

0.25

%

Total NPLs as a percentage of total loans (4)

 

 

0.21

%  

 

0.23

%  

 

0.23

%  

 

0.28

%  

 

0.30

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Including Acquired Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total NPAs as a percentage of total loans and repossessed assets (4)

 

 

0.40

%  

 

0.42

%  

 

0.49

%  

 

0.58

%  

 

0.65

%

Total NPAs as a percentage of total assets

 

 

0.30

%  

 

0.31

%  

 

0.35

%  

 

0.43

%  

 

0.48

%

Total NPLs as a percentage of total loans (4)

 

 

0.23

%  

 

0.24

%  

 

0.23

%  

 

0.29

%  

 

0.30

%


(1)

Excludes the acquired credit impaired loans that are contractually past due 90 days or more totaling $13.1 million, $19.0 million,  $20.8 million, $14.8 million, and $11.5 million as of September 30, 2017, June 30, 2017, March 31, 2017, December 31, 2016 and September 30, 2016, respectively, including the valuation discount.  Acquired credit impaired loans are considered to be performing due to the application of the accretion method under FASB ASC Topic 310-30. (For further discussion of the Company’s application of the accretion method, see “Business Combinations and Method of Accounting for Loans Acquired” in our Annual Report on Form 10-K for the year ended December 31, 2016.

(2)

Includes certain real estate acquired as a result of foreclosure and property not intended for bank use.

(3)

Consists of non-real estate foreclosed assets, such as repossessed vehicles.  Prior to our termination agreement with the FDIC in the second quarter of 2016, these assets were covered through loss share agreements.

(4)

Loan data excludes mortgage loans held for sale.

(5)

For purposes of this calculation, total assets include all assets (both acquired and non-acquired).

Excluding the acquired non-credit impaired loans, total nonperforming loans, including restructured loans, were $12.9 million, or 0.21% of non-acquired loans, a decrease of $2.1 million, or 14.1%, from September 30, 2016.  The decrease in nonperforming loans was driven primarily by a decrease in commercial nonaccrual loans of $1.3 million and restructured nonaccrual loans of $1.6 million, partially offset by consumer nonaccrual loans which increased by $471,000 and past due 90 day loans still accruing of $404,000.

71


Nonperforming non-acquired loans overall, including restructured loans, decreased by $603,000 during the third quarter of 2017 from the level at June 30, 2017. This decrease was primarily driven by a decrease in commercial nonaccrual loans of $532,000, restructured nonaccrual loans of $59,000, and consumer nonaccrual loans of $109,000, partially offset by an increase in loans greater than ninety days past due but still accruing of $97,000.

At September 30, 2017, non-acquired OREO increased by $1.7 million from June 30, 2017.  At September 30, 2017, non-acquired OREO consisted of 20 properties with an average value of $311,000. This compared to 24 properties with an average value of $188,000 at June 30, 2017. In the third quarter of 2017, we added 5 properties with an aggregate value of $2.3 million into non-acquired OREO, and we sold 9 properties with a basis of $607,000. The increase in OREO and the average value of each property was due to the moving of the GB&T operations center at a value of $2.3 million from fixed assets to OREO during the third quarter of 2017. Our non-acquired OREO balance of $6.2 million at September 30, 2017 is comprised of 9% in the Lowcountry/Orangeburg region of South Carolina, 31% in the Central region (Columbia), and 60% in the Upstate region (Greenville).

Potential Problem Loans

Potential problem loans (excluding all acquired loans) totaled $8.8 million, or 0.14% of total non-acquired loans outstanding, at September 30, 2017, compared to $8.8 million, or 0.17% of total non-acquired loans outstanding, at December 31, 2016, and compared to $14.0 million, or 0.28% of total non-acquired loans outstanding, at September 30, 2016.  Potential problem loans related to acquired non-credit impaired loans totaled $7.1 million, or 0.49% of total acquired non-credit impaired loans, at September 30, 2017, compared to $2.0 million, or 0.24% of total acquired non-credit impaired loans outstanding, at December 31, 2016, and compared to $2.0 million, or 0.23% of total acquired non-credit impaired loans outstanding, at September 30, 2016.  All potential problem loans represent those loans where information about possible credit problems of the borrowers has caused management to have serious concern about the borrower’s ability to comply with present repayment terms.

Noninterest Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

(Dollars in thousands)

    

2017

    

2016

    

2017

    

2016

 

Fees on deposit accounts

 

$

22,448

 

$

20,776

 

$

66,322

 

$

62,439

 

Mortgage banking income

 

 

3,446

 

 

6,286

 

 

14,210

 

 

16,104

 

Trust and investment services income

 

 

6,310

 

 

4,877

 

 

18,703

 

 

14,573

 

Securities gains, net

 

 

1,278

 

 

 —

 

 

1,388

 

 

122

 

Other-than-temporary impairment losses

 

 

(753)

 

 

 —

 

 

(753)

 

 

 —

 

Amortization of FDIC indemnification asset

 

 

 —

 

 

 —

 

 

 —

 

 

(5,901)

 

Recoveries on acquired loans

 

 

1,944

 

 

2,207

 

 

5,647

 

 

5,130

 

Other

 

 

1,367

 

 

1,194

 

 

4,532

 

 

5,032

 

Total noninterest income

 

$

36,040

 

$

35,340

 

$

110,049

 

$

97,499

 

Note that “Fees on deposit accounts” include service charges on deposit accounts and bankcard income

Noninterest income increased by $700,000, or 2.0%, during the third quarter of 2017 compared to the same period in 2016.  The quarterly increase in total noninterest income primarily resulted from the following:

·

Trust and investment services income increased by $1.4 million due to the increase in wealth customers added with the SBFC merger and through organic growth of the legacy wealth business;

·

Fees on deposit accounts increased $1.7 million, or 8.0%, which resulted primarily from higher bankcard services income and higher service charges on deposit accounts associated with the increase in customers through the merger with SBFC; and

·

Net securities gains of $1.3 million during the third quarter of 2017; partially offset by

·

Mortgage banking income decreased by $2.8 million, or 58.2%, which was a result from a decline in the mortgage pipeline and mortgage production during the third quarter of 2017.  This resulted in a $2.8 million decline in secondary mortgage income due to lower gains on sale of mortgage loans and a reduction in the fair value of the mortgage pipeline and loans held for sale;

·

Other-than-temporary impairment losses on securities of $753,000 during the third quarter of 2017. 

72


Noninterest income increased by $12.6 million, or 12.9%, during the first nine months of 2017 compared to the same period in 2016. This year over year increase resulted primarily from the following:

·

Amortization of FDIC indemnification asset decreased $5.9 million as a result of the elimination of the FDIC indemnification asset as the Loss Share Agreements with the FDIC were terminated in the second quarter of 2016;

·

Trust and investment services income increased $4.1 million, or 28.3%, due to the increase in wealth customers added with the SBFC merger and through organic growth of the legacy wealth business;

·

Fees on deposit accounts increased $3.9 million, or 6.2%, which resulted primarily from higher bankcard services income and higher service charges on deposit accounts associated with the increase in customers through the merger with SBFC; and

·

Recoveries on acquired loans increased $517,000, or 10.1%, as a result of no longer sharing any recoveries with the FDIC under loss share agreements which were terminated in the second quarter of 2016; partially offset by

·

Mortgage banking income decreased $1.9 million, or 11.8%, which was a result from a decline in the mortgage pipeline and mortgage production during 2017.  This resulted in a $2.1 million decline in secondary mortgage income due to a reduction in the fair value of the mortgage pipeline and loans held for sale and the mortgage backed security forward and an increase in our costs related to mortgage production.

Bankcard Services Income

The Company exceeded $10 billion in total consolidated assets upon consummation of our merger with SBFC on January 3, 2017.  Banks with over $10 billion in total assets are no longer exempt from theBank’s regulatory reporting requirements of the Federal Reserve’s rules on interchange transaction fees for debit cards. This means that, beginning on July 1 of the year following the time when our total assets reach or exceed $10 billion, the Bank will be limited to receiving only a “reasonable” interchange transaction fee for any debit card transactions processed using debit cards issued by the Bank to our customers. The Federal Reserve has determined that it is unreasonable for a bank with more than $10 billion in total assets to receive more than $0.21 plus 5 basis points of the transaction plus a $0.01 fraud adjustment for an interchange transaction fee for debit card transactions. A reduction in the amount of interchange fees we receive for electronic debit interchange will reduce our revenues. As noted above, bankcard income including interchange transaction fees is included in “Fees on deposit accounts”.  In the first nine months of 2017, we earned approximately $25 million in interchange transaction fees for debit cards. This regulation will become effective for us in July 2018; however, if it were effectiveFDIC for the first nine months of 2017, we estimate that our bankcard services income would have been reduced by approximately $11 million.FFIEC 041, also referred to as the Call Report.

Noninterest Expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

(Dollars in thousands)

    

2017

    

2016

    

2017

    

2016

 

Salaries and employee benefits

 

$

47,245

 

$

41,972

 

$

143,711

 

$

123,941

 

Net occupancy expense

 

 

6,214

 

 

5,464

 

 

18,650

 

 

16,364

 

Information services expense

 

 

6,003

 

 

5,237

 

 

18,776

 

 

15,353

 

Furniture and equipment expense

 

 

3,751

 

 

3,234

 

 

11,422

 

 

9,157

 

OREO expense and loan related

 

 

1,753

 

 

2,085

 

 

5,648

 

 

4,733

 

Bankcard expense

 

 

2,748

 

 

2,940

 

 

8,404

 

 

8,859

 

Amortization of intangibles

 

 

2,494

 

 

1,891

 

 

7,496

 

 

5,687

 

Supplies, printing and postage expense

 

 

1,491

 

 

1,345

 

 

4,715

 

 

4,910

 

Professional fees

 

 

1,265

 

 

1,758

 

 

4,637

 

 

4,663

 

FDIC assessment and other regulatory charges

 

 

918

 

 

1,001

 

 

3,029

 

 

3,162

 

Advertising and marketing

 

 

852

 

 

790

 

 

2,400

 

 

2,293

 

Merger and branch consolidation related expense

 

 

1,551

 

 

709

 

 

26,882

 

 

3,240

 

Other

 

 

5,289

 

 

4,765

 

 

17,066

 

 

16,712

 

Total noninterest expense

 

$

81,574

 

$

73,191

 

$

272,836

 

$

219,074

 

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63

Table of Contents

Noninterest expense increased by $8.4 million, or 11.5%, in the third quarter of 2017 as compared to the same period in 2016. The quarterly increase in total noninterest expense primarily resulted from the following:

·

Salaries and employee benefits expense increased by $5.3 million, or 12.6%, in 2017 compared to the same period in 2016.  This increase was attributable to the addition of personnel mainly through the merger with SBFC.  The number of full time equivalent employees increased by 216, or 10.6%, from September 30, 2016 to September 30, 2017;

·

An increase in merger and branch consolidation related expense of $842,000 compared to the third quarter of 2016.  The 2017 expense was mostly related to our merger with SBFC, while the 2016 expense was related to the branch consolidation project;

·

Information services expense was up by $766,000 in 2017 as compared to the same period in 2016.  This increase was related to the additional cost associated with facilities, employees and systems added through the merger with SBFC;

·

Net occupancy expense and furniture and equipment expense increased by $750,000 and $517,000, respectively, in 2017 as compared to the same period in 2016.  These increases were due to additional costs related to the facilities added through the acquisition of SBFC; and

·

Amortization of intangibles increased $603,000 due to amortization from the core deposit intangible created with the merger with SBFC.

Noninterest expense increased by $53.8 million, or 24.5%, during the first nine months of 2017 compared to the same period in 2016. This year over year increase resulted primarily from the following:

·

An increase in merger and branch consolidation related expense of $23.6 million compared to the first nine months of 2016.  The 2017 expense was mostly related to our merger with SBFC, while the 2016 expense was related to the branch consolidation project.  The $26.9 million in merger and branch consolidation related expense in the first half of 2017 mainly consisted of $9.5 million from change in control payments, severance payments and other merger related incentive payments and of $9.2 million in vendor contract resolution payments;

·

Salaries and employee benefits expense increased by $19.8 million in 2017 compared to the same period in 2016.  This increase was mainly attributable to the cost of personnel added from SBFC;

·

Information services expense was up by $3.4 million in 2017 as compared to the same period in 2016.  This increase was related to the additional cost associated with facilities, employees and systems added through the merger with SBFC;

·

Net occupancy expense and furniture and equipment expense increased by $2.3 million and $2.3 million, respectively, in 2017 as compared to the same period in 2016.  These increases were due to additional costs related to the facilities added through the acquisition of SBFC; and

·

Amortization of intangibles increased $1.8 million due to amortization from the core deposit intangible created with the merger with SBFC.

Income Tax Expense

Our effective income tax rate was 33.53% and 32.35% for the three and nine months ended September 30, 2017, respectively.  This compares to 33.87% and 33.80% for the three and nine months ended September 30, 2016, respectively.   The reason for the decline during the nine months ended September 30, 2017 compared to the same period in 2016 is the implementation of the new accounting standard which requires the excess tax benefit associated with vested or exercised stock awards be included in determination of the effective tax rate each reporting period.  A significant number of stock awards vested during the first quarter as happens in most years which reduced our effective tax rate by 2.90%, or $735,000.  This is a discrete income tax item which should not occur at this level in subsequent quarters during 2017.  We expect our effective income tax rate to increase in the 4th quarter of 2017 due to continued profitability and expected non-deductible expenses from the Park Sterling transaction.    

Capital Resources

Our ongoing capital requirements have been met primarily through retained earnings, less the payment of cash dividends. As of September 30, 2017,March 31, 2024, shareholders’ equity was $1.6$5.5 billion, an increase of $498.2$13.9 million, or 43.9%0.3%, from December 31, 2016, and2023.

The following table shows the changes in shareholders’ equity during 2024.

(Dollars in thousands)

Total shareholders' equity at December 31, 2023

    

$

5,533,098

Net income

115,056

Cumulative adjustment pursuant to adoption of ASU 2023-02

(10,246)

Dividends paid on common shares ($0.52 per share)

(39,598)

Dividends paid on restricted stock units

(1,163)

Net increase in market value of securities available for sale, net of deferred taxes

(40,458)

Stock options exercised

391

Equity based compensation

5,867

Common stock repurchased pursuant to stock repurchase plan

(7,985)

Common stock repurchased - equity plans

(7,953)

Total shareholders' equity at March 31, 2024

$

5,547,009

The Company repurchased 100,000 shares, at an increaseaverage price of $508.7$79.85 per share for a total of $8.0 million or 45.3%, from $1.1 billion at September 30, 2016.  The driving factor forunder the increase from year-end was issuance of common stock through the merger with SBFC2022 Stock Repurchase Plan during the first quarter of 20172024. The number of $434.6 million.  The increase was also attributableshares to net incomebe purchased and the timing of $85.1 million, which was

74


Tablethe purchases are based on a variety of Contents

offset byfactors, including, but not limited to, the level of cash balances, general business conditions, regulatory requirements, the market price of our common stock, dividend paidand the availability of $29.0 million.  At September 30, 2017, we had accumulated other comprehensive lossalternative investment opportunities. As of $3.8 million compared to an accumulated other comprehensive lossMarch 31, 2024, a total of $8.2 million at December 31, 2016.  This change was mainly attributable to the increase to an unrealized gain position in the 3,920,021 authorized shares remainavailable for sale securities portfolio of $4.0 million, net of tax during the first nine months of 2017 due to the continued low interest rate environment for long-term rates.  The increase in shareholder’s equity from September 30, 2016 was also primarily the result of the issuance of common stock through the merger with SBFC during the first quarter of 2017 of $434.6 million.  The increase was also attributable to net income of $109.3 million and partially offset by dividends paid to common shareholders of $36.7 million.  Our common equity-to-assets ratio was 14.62% at September 30, 2017, up from 12.75% at December 31, 2016 and 12.78% at September 30, 2016.   repurchase.

We are subject toUnder current regulations, with respect to certain risk-based capital ratios. These risk-based capital ratios measure the relationship of capital to a combination of balance sheet and off-balance sheet risks. The values of both balance sheet and off-balance sheet items are adjusted based on the rules to reflect categorical credit risk. In addition to the risk-based capital ratios, the regulatory agencies have also established a leverage ratio for assessing capital adequacy. The leverage ratio is equal to Tier 1 capital divided by total consolidated on-balance sheet assets (minus amounts deducted from Tier 1 capital).  The leverage ratio does not involve assigning risk weights to assets.

As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2016, in July 2013, the Federal Reserve announced its approval of a final rule to implement the regulatory capital reforms developed by the Basel Committee on Banking Supervision (“Basel III”), among other changes required by the Dodd-Frank Wall Street Reform and Consumer Protection Act.  The new rules became effective January 1, 2015, subject to a phase-in period for certain aspects of the new rules.

The new capital rules framework requires banking organizations to hold more and higher quality capital, which acts as a financial cushion to absorb losses, taking into account the impact of risk. As applied to the Company and the Bank the new rules includeare subject to a new minimum ratio of common equity Tier 1 capital (“CET1”) to risk-weighted assets of 4.5%. The new rules also raise our and a minimum required ratio of Tier 1 capital to risk-weighted assets from 4% toof 6%. OurThe minimum required leverage ratio under the new rules is 4% (the new rules eliminated an exemption that permitted a minimum leverage ratio of 3% for certain institutions). OurThe minimum required total capital to risk-weighted assets ratio remains atis 8% under. Refer to Note 16 — Capital Ratios for more information regarding Company and Bank’s regulatory capital compliance requirements.

In response to the new rules.

In orderCOVID-19 pandemic in 2020, the federal banking agencies issued a final rule for additional transitional relief to avoid restrictions onregulatory capital distributionsrelated to the impact of the adoption of CECL. The Company chose the five-year transition method and discretionary bonus payments to executives, underis deferring the new rules a covered banking organization will also be required to maintain a “capital conservation buffer” in addition to its minimum risk-based capital requirements. This buffer will be required to consist solelyrecognition of common equity Tier 1,the effects from the adoption date and the buffer will apply to all three risk-based measurements (CET1, Tier 1 capitalCECL difference for the first two years of application. The modified CECL transitional amount was fixed as of December 31, 2021, and total capital). The capital conservation buffer will be phasedthat amount began the three-year phase out in over a four year period at 0.625% per annual, beginning January 1, 2016 and becoming fully effective on January 1, 2019, and will ultimately consist of an additional amount of Tier 1 common equity equal to 2.5% of risk-weighted assets.

In terms of quality of capital, the final rule emphasizes common equity Tier 1 capital and implements strict eligibility criteria for regulatory capital instruments. It also changes the methodology for calculating risk-weighted assets to enhance risk sensitivity.

Under the Basel III rules, accumulated other comprehensive income (“AOCI”) is presumptively included in common equity Tier 1 capital and can operate to reduce this category of capital. The final rule provided a one-time opportunity at the end of the first quarter of 2015 for covered banking organizations2022 with 25% phased out in 2024. At March 31, 2024, approximately $15.3 million was added to opt out of much of this treatment of AOCI, which election the Bank and the Company have made.  As a result,Tier 1 capital at the Company and the Bank will retain the pre-existing treatment for AOCI.

The Bank is also subject to the regulatory framework for prompt corrective action, which identifies five capital categories for insured depository institutions (well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized) and is based on specified thresholds for eachas a result of the three risk-based regulatory capital ratios (CET1,modified CECL transition. Had the Company elected not to apply the modified CECL transitional amount to its Tier 1 capital, the Company and total capital) and for the leverage ratio.Bank would have still been considered well capitalized as of March 31, 2024.

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The well-capitalized minimums and the Company’s and the Bank’s regulatory capital ratios for the following periods are reflected below:

 

 

 

 

 

 

 

 

 

    

September 30,

    

December 31,

    

September 30,

  

 

 

2017

 

2016

 

2016

 

South State Corporation:

 

 

 

 

 

 

 

Common equity Tier 1 risk-based capital

 

12.11

%  

11.66

%  

11.48

%

Tier 1 risk-based capital

 

12.96

%  

12.43

%  

12.27

%

Total risk-based capital

 

13.51

%  

13.04

%  

12.89

%

Tier 1 leverage

 

10.34

%  

9.88

%  

9.74

%

 

 

 

 

 

 

 

 

South State Bank:

 

 

 

 

 

 

 

Common equity Tier 1 risk-based capital

 

12.56

%  

12.06

%  

11.86

%

Tier 1 risk-based capital

 

12.56

%  

12.06

%  

11.86

%

Total risk-based capital

 

13.10

%  

12.66

%  

12.48

%

Tier 1 leverage

 

10.02

%  

9.58

%  

9.42

%

Well-Capitalized

March 31,

December 31,

Minimums

2024

2023

SouthState Corporation:

Common equity Tier 1 risk-based capital

N/A

11.95

%  

11.75

%  

Tier 1 risk-based capital

   

6.00

%  

  

11.95

%  

  

11.75

%  

Total risk-based capital

10.00

%  

14.32

%  

14.08

%  

Tier 1 leverage

N/A

9.58

%  

9.42

%  

SouthState Bank:

Common equity Tier 1 risk-based capital

6.50

%  

12.67

%  

12.52

%  

Tier 1 risk-based capital

8.00

%  

12.67

%  

12.52

%  

Total risk-based capital

10.00

%  

13.93

%  

13.75

%  

Tier 1 leverage

5.00

%  

10.14

%  

10.03

%  

The Tier 1 leverage ratio increased compared to December 31, 2016 due to the increase in our capital outpacing the increase in our average asset size.  TheCompany’s and Bank’s Common equity Tier 1 risk-based capital, Tier 1 risk-based capital and total risk-based capital and Tier 1 leverage ratios all increasedimproved compared to December 31, 20162023. All of these ratios mainly improved due to net income recognized during the first quarter of 2024 of $115.1 million. Tier 1 capital increased by 1.1% and 0.5% at both the Company and Bank, respectively, with the increase in ourequity from the net income recognized. Total risk-based capital outpacingincreased by 1.1% and 0.7% at both the Company and Bank, respectively, with the increase in our risk-based assets.  Theequity resulting from net income along with the increase in our capital was mainly attributablethe allowance for credit losses and unfunded commitments includable in Tier 2 capital. Both regulatory risk-based assets and quarterly average assets remained reasonably flat compared to the issuance of common stock through our mergerfourth quarter with SBFC.  average assets for both the Company and Bank decreasing by 0.6% and risk-based assets decreasing by 0.6%. Our capital ratios are currently well in excess of the minimum standards and continue to be in the “well capitalized” regulatory classification.

Liquidity

Liquidity

Liquidity refers to our ability to generate sufficient cash to meet our financial obligations, which arise primarily from the withdrawal of deposits, extension of credit and payment of operating expenses. Liquidity risk is the risk that the Bank’s financial condition or overall safety and soundness is adversely affected by an inability (or perceived inability) to meet its obligations. Our Asset/Asset Liability Management Committee (“ALCO”) is charged with the responsibility of monitoring liquidity management policies which are designed to ensure acceptable composition of our asset/liability mix. Two critical areas of focus for ALCO are interest rate sensitivity and liquidity risk management. We have employed our funds in a manner to provide liquidity from both assets and liabilities sufficient to meet our cash needs.

The ALCO has established key risk indicators to monitor liquidity and interest rate risk. The key risk indicators are reviewed and approved by the ALCO on an annual basis. The liquidity key risk indicators include the loan to deposit ratio, net noncore funding dependence ratio, On-hand liquidity to total liabilities ratio, the percentage of securities pledged to total securities, and the ratio of brokered deposits to total deposits. As of March 31, 2024, the Company was operating within its liquidity policy limits.

Asset liquidity is maintained by the maturity structure of loans, investment securities and other short-term investments. Management has policies and procedures governing the length of time to maturity on loans and investments. Normally, changes in the earning asset mix are of a longer-term nature and are not utilizedused for day-to-day corporate liquidity needs.

Our liabilities provide liquidity on a day-to-day basis. Daily liquidity needs are met from deposit levels or from our use of federal funds purchased, securities sold under agreements to repurchase, interest-bearing deposits at other banks and other short-term borrowings. We engage in routine activities to retain deposits intended to enhance our liquidity position. These routine activities include various measures, such as the following:

·

Emphasizing relationship banking to new and existing customers, where borrowers are encouraged and normally expected to maintain deposit accounts with our Bank;

·

Pricing deposits, including certificates of deposit, at rate levels that will attract and/orand /or retain balances of deposits that will enhance our Bank’s asset/liability management and net interest margin requirements; and

·

Continually working to identify and introduce new products that will attract customers or enhance our Bank’s appeal as a primary provider of financial services.

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Our non-acquired loan portfolio increased by approximately $1.2 billion,$618.7 million, or approximately 24.4%, compared to the balance at September 30, 2016, and by $989.3 million, or 18.9%9.4% annualized, compared to the balance at December 31, 2016. 2023. The increase from December 31, 2023 was mainly related to organic growth and renewals of acquired loans that are moved to our non-acquired loan portfolio. The acquired loan portfolio decreased by $339.9 million from the balance at December 31, 2023 through principal paydowns, charge-offs, foreclosures and renewals of acquired loans.

Our investment securities portfolio increased $395.1 million, or 42.0%, compared to the balance at September 30, 2016, and increased(excluding trading securities) decreased by $321.8$231.6 million compared to the balance at December 31, 2016.2023. The main reason for the increasedecrease in investment securities from both December 31, 20162023 was a result of maturities, calls, sales and September 30, 2016 waspaydowns of investment securities totaling $227.8 million, a reduction from the additionnet amortization of premiums of $4.8 million as well as decrease in the market value of the available for sale investment securities portfolio of SBFC through$53.6 million. These decreases were partially offset by purchases of other investment securities totaling $54.6 million. There were no purchases of available for sale or held to maturity securities during the merger inquarter. The purchases of other investment securities were related to capital stock with the Federal Home Loan Bank of which we sold back $59.4 million during the first quarter of 2017.2024. The Company’s recent strategy has beenactivity in the purchases and sales of the Federal Home Loan Bank Capital Stock was due to increaseactivity with FHLB borrowings during the investment

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its investment portfolio asfor a percentagevariety of purposes, including, but not limited to, total assets as we identifycollateral for public funds and credit with the Federal Home Loan Bank of Atlanta. As of March 31, 2024, the bank pledged 39.5% of the market value of its investment portfolio. As of March 31, 2024, the Bank had unpledged securities that meet our strategywith a market value of $4.0 billion. These securities included Treasury, Agency, Agency MBS, Municipals and objectives.  Corporate securities.

Total cash and cash equivalents were $403.9 million$1.2 billion at September 30, 2017March 31, 2024 as compared to $374.4$1.0 billion at December 31, 2023. Liquidity has tightened starting in 2023 with the rising rate environment and turmoil in the financial markets occurring in early 2023. Competition for in-market deposits has increased throughout 2023 and 2024 resulting in increases in deposit rates to retain local deposits. The Bank supplements its in-market deposits with brokered deposits. While the Bank has a policy limit for brokered time deposits of no more than 15% of total deposits, it has operated well below this policy limit. At March 31, 2024, the percentage of brokered time deposits to total deposits was 2.0% compared to 1.9% at December 31, 2023. During the first quarter of 2024, the Company also borrowed funds from the FHLB on a short-term basis; however, no FHLB advances were outstanding at March 31, 2024. The outstanding borrowings from the FHLB were $100.0 million at December 31, 2016 and $507.5 million at September 30, 2016.

At September 30, 2017, December 31, 2016 and September 30, 2016, the Company had $23.9 million, $2.9 million and $2.9 million, respectively, in traditional, out-of-market2023. See below for further discussion around brokered deposits and $52.5FHLB borrowings.

Our ongoing philosophy is to remain in a liquid position, as reflected by such indicators as the composition of our earning assets, typically including some level of reverse repurchase agreements; federal funds sold; balances at the Federal Reserve Bank; and/or other short-term investments; asset quality; well-capitalized position; and profitable operating results. Cyclical and other economic trends and conditions can disrupt our desired liquidity position at any time. We expect that these conditions would generally be of a short-term nature. Under such circumstances, we expect our reverse repurchase agreements and federal funds sold positions, or balances at the Federal Reserve Bank, if any, to serve as the primary source of immediate liquidity. We could draw on additional alternative immediate funding sources from lines of credit extended to us from our correspondent banks. The Bank may also access funds from borrowing facilities established with the Federal Home Loan Bank of Atlanta and the discount window of the Federal Reserve Bank of Atlanta

Deposit flows are significantly influenced by general and local economic conditions, changes in prevailing interest rates, internal pricing decisions and competition. Our deposits are primarily obtained from depositors located around our branch footprint, and we believe that we have attractive opportunities to capture additional retail and commercial deposits in our markets, in addition to having access to brokered deposits. Of the $37.2 billion in total deposits at March 31, 2024, approximately 70% were insured or collateralized. The Bank has a granular deposit base comprised of over 1.4 million $57.6accounts, with an average deposit size of $27,000. The top ten and twenty deposit relationships comprise approximately 2% and 4% of total deposits, and approximately 28% of total deposits are non-interest bearing. The Bank’s deposit beta, which represents the change in the Bank’s cost of deposits over the change in the federal funds target rate, during this cycle (from March 2022 through March 2024) is approximately 33%.

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At March 31, 2024 and December 31, 2023, we had $728.8 million and $57.7$719.7 million of traditional, out–of–market brokered time deposits, respectively. At March 31, 2024 and December 31, 2023, we had $2.3 billion and $2.2 billion, respectively, of reciprocal brokered deposits.Total deposits were $9.1$37.2 billion at September 30, 2017, up $1.8March 31, 2024, an increase of $129.5 million from $37.0 billion or 25.0%, from September 30, 2016.  at December 31, 2023. This increase in deposits from December 31, 2023 was mainly related to the deposits acquired through the merger with SBFC, which totaled $1.3 billion at September 30, 2017.  The deposits related to SBFC included $261.1driven by an increase in money market accounts of $356.7 million, including $167.1 million in reciprocal insured money market deposits along with a $30.6 million increase in time deposits. These increases were partially offset by declines in noninterest-bearing transactiondeposits of $102.9 million, interest-bearing checking deposits of $80.0 million and savings deposits of $75.0 million. As customers moved funds from noninterest-bearing deposits, interest-bearing checking and savings accounts, $322.8 millionseeking higher yields in interest-bearing transaction accounts, $620.3 millionthe rising rate environment, the Company has seen an increase in savings andits balance of higher yielding money market accounts and $132.8 million in certificates of deposit.  These deposit balances do not include newtime deposits opened in the SBFC market.  The Company has had legacy deposit growth since September 30, 2016 of $477.6 million, which included an increase in interest-bearing transaction accounts of $210.8 million, savings and money market accounts of $158.0 million, certificates of deposit of $40.5 million and noninterest-bearing transaction account of $68.3 million.  Other borrowings increased $28.0 million from September 30, 2016 mainly through the addition of trust preferred debt of $20.6 million and FHLB advances of 34.0 million through the merger with SBFC during the first quarter of 2017.  During the second2024. The Company raised interest rates on most interest-bearing deposit products (in particular money market accounts and third quarterstime deposit specials) due to competitive pressures to retain deposits.

Total short-term borrowings at March 31, 2024 were $554.7 million, consisting of 2017, $25.0$273.4 million in federal funds purchased and $281.3 million in securities sold under agreements to repurchase. Total long-term borrowing at March 31, 2024 were $391.8 million and consisted of the FHLB advance acquired in the merger with SBFC matured reducing the advances outstanding at September 30, 2017 to $9.0 million.trust preferred securities and subordinated debentures. To the extent that we employ other types of non-deposit funding sources, typically to accommodate retail and correspondent customers, we continue to take in some shorter maturities of such funds. Our current approach may provide an opportunity to sustain a low funding rate or possibly lower our cost of funds but could also increase our cost of funds if interest rates rise.

Our ongoing philosophy is to remain in a liquid position taking into account our current composition of earning assets, asset quality, capital position, and operating results.  Our liquid earning assets include federal funds sold, balances at the Federal Reserve Bank, reverse repurchase agreements, and/or other short-term investments.  Cyclical and other economic trends and conditions can disrupt our Bank’s desired liquidity position at any time.  We expect that these conditions would generally be of a short-term nature.  Under such circumstances, our Bank’s federal funds sold position and any balances at the Federal Reserve Bank serve as the primary sources of immediate liquidity.  At September 30, 2017, our Bank had total federal funds credit lines of $516.0 million with no balance outstanding.  If additional liquidity were needed, the Bank would turn to short-term borrowings as an alternative immediate funding source and would consider other appropriate actions such as promotions to increase core deposits or the sale of a portion of our investment portfolio.  At September 30, 2017, our Bank had $336.2 million of credit available at the Federal Reserve Bank’s Discount Window, but had no outstanding advances as of the end of the quarter.  In addition to deposits, we could draw on additional alternative immediatehave other contingency funding sources from lines of credit extendedavailable to us from our correspondent banks and/or the FHLB.Bank. At September 30, 2017,March 31, 2024, our Bank had a total FHLB credit facility of $1.3$6.6 billion, with total outstanding$2.9 million in FHLB letters of credit consuming $6.3outstanding at quarter-end, leaving $6.6 billion in availability on the FHLB credit facility. In addition, our Bank had $1.8 billion of credit available at the Federal Reserve Bank’s discount window and total federal funds credit lines of $300.0 million $9.1with no balances outstanding at quarter-end. The Bank also has an internal limit on brokered deposits of 15% of total deposits which would allow capacity of $5.6 billion as of March 31, 2024. The Bank had $728.8 million of outstanding brokered deposits at the end of the quarter leaving $4.8 billion in outstanding advances and $94,000available capacity. All of these resources provide $13.5 billion of additional funding for the Bank. In addition, the Bank has $3.1 billion in credit enhancements from participation in the FHLB’s Mortgage Partnership Finance Program.market value of unpledged securities at March 31, 2024 that can be pledged to obtain additional funds, if necessary. The Company has a $10.0$100.0 million unsecured line of credit with U.S. Bank National Association with no balance outstanding advances.at March 31, 2024. We believe that our liquidity position continues to be adequate and readily available.

As discussed previously and presented below, the Bank maintains credit facilities with the Federal Home Loan Bank of Atlanta and the Federal Reserve Bank of Atlanta. The table below compares Primary Funding Sources to uninsured deposits as of March 31, 2024.

(Dollars in millions)

Available Capacity

Federal Home Loan Bank of Atlanta

$

6,594

Federal Reserve Bank of Atlanta Discount Window

1,770

Cash and cash equivalents

1,209

Fair value of securities that can be pledged

3,046

Total primary sources

$

12,619

Uninsured deposits, excluding collateralized deposits

$

11,182

Uninsured and collateralized deposits

$

13,341

Coverage ratio, uninsured deposits

112.9

%

Coverage ratio, uninsured and collateralized deposits

94.6

%

Ratio of uninsured and collateralized deposits to total deposits

35.9

%

In addition to adequate liquidity, the Company and Bank are considered well capitalized by all regulatory capital standards as the Company and the Bank were significantly above the required capital levels as of March 31, 2024. The Company’s tier 1 leverage ratio, CET 1 risk-based capital ratio and total risk-based capital ratio were 9.58%, 11.95% and 14.39%, respectively, at March 31, 2024. The Bank’s Tier 1 leverage ratio, CET 1 risk-based capital ratio and total risk-based capital ratio were 10.14%, 12.66% and 13.99%, respectively, at March 31, 2024. As permitted, we elected to exclude accumulated other comprehensive income related to available for sale securities from Tier 1, CET 1 and total risk-based capital; however, even if our unrealized losses as of March 31, 2024 in our available for sale and held to maturity investment portfolios were recognized by selling the portfolios for liquidity purposes, all else being equal, our regulatory capital ratios would remain well in excess of the minimum standards and continue to be in the “well capitalized” regulatory classification.

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Through the operations of our Bank, we have made contractual commitments to extend credit in the ordinary course of our business activities. These commitments are legally binding agreements to lend money to our customers at predetermined interest rates for a specified period of time. We manage the credit risk on these commitments by subjecting them to normal underwriting and risk management processes. We believe that we have adequate sources of liquidity to fund commitments that are drawn upon by the borrowers. In addition to commitments to extend credit, we also issue standby letters of credit, which are assurances to third parties that they will not suffer a loss if our customer fails to meet its contractual obligation to the third-party. Although our experience indicates that many of these standby letters of credit will expire unused, through our various sources of liquidity, we believe that we will have the resources to meet these obligations should the need arise.

Our contingency funding plans incorporateplan describes several potential stages based on stressed liquidity levels. Also,Liquidity key risk indicators are reported to the Board of Directors on a quarterly basis. As noted previously, we review on at least an annual basis our liquidity position and our contingency funding plans with our principal banking regulator.  The Company maintainsmaintain various wholesale sources of funding. If our deposit retention efforts were to be unsuccessful, our Companywe would utilizeuse these alternative sources of funding. Under such circumstances, depending on the external source of funds, our interest cost would vary based on the range of interest rates charged to our Company.charged. This could increase our Company’s cost of funds, impacting our net interest marginsmargin and net interest spreads.spread.

Asset-Liability Management and Market Risk Sensitivity

Our earnings and the economic value of equity vary in relation to the behavior of interest rates and the accompanying fluctuations in market prices of certain of our financial instruments. We define interest rate risk as the risk to earnings and equity arising from the behavior of interest rates. These behaviors include increases and decreases in interest rates as well as continuation of the current interest rate environment.

Our interest rate risk principally consists of reprice, option, basis, and yield curve risk. Reprice risk results from differences in the maturity or repricing characteristics of asset and liability portfolios. Option risk arises from embedded options in the investment and loan portfolios such as investment securities calls and loan prepayment options. Option risk also exists since deposit customers may withdraw funds at their discretion in response to general market conditions, competitive alternatives to existing accounts or other factors. The exercise of such options may result in higher costs or lower revenue. Basis risk refers to the potential for changes in the underlying relationship between market rates or indices, which subsequently result in narrowing spreads on interest-earning assets and interest-bearing liabilities. Basis risk also exists in administered rate liabilities, such as interest-bearing checking accounts, savings accounts, and money market accounts where the price sensitivity of such products may vary relative to general markets rates. Yield curve risk refers to adverse consequences of nonparallel shifts in the yield curves of various market indices that impact our assets and liabilities.

We use simulation analysis as a primary method to assess earnings at risk and equity at risk due to assumed changes in interest rates. Management uses the results of its various simulation analyses in combination with other data and observations to formulate strategies designed to maintain interest rate risk within risk tolerances.

Simulation analysis involves the use of several assumptions including, but not limited to, the timing of cash flows such as the terms of contractual agreements, investment security calls, loan prepayment speeds, deposit attrition rates, the interest rate sensitivity of loans and deposits relative to general market rates, and the behavior of interest rates and spreads. The assumptions for loan prepayments, deposit decay, and nonstable deposit balances are derived from models that use historical bank data. These models are independently validated. Equity at risk simulation uses assumptions regarding discount rates that value cash flows. Simulation analysis is highly dependent on model assumptions that may vary from actual outcomes. Key simulation assumptions are subject to sensitivity analysis to assess the impact of assumption changes on earnings at risk and equity at risk. Model assumptions are reviewed by our Assumptions Committee. While the Bank is continuously refining its modeling methodology, the core principles of the methodology have remained stable over the past two years.

Earnings at risk is defined as the percentage change in net interest income due to assumed changes in interest rates. Earnings at risk is generally used to assess interest rate risk over relatively short time horizons.

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Equity at risk is defined as the percentage change in the net economic value of assets and liabilities due to changes in interest rates compared to a base net economic value. The discounted present value of all cash flows represents our economic value of equity. Equity at risk is generally considered a measure of the long-term interest rate exposures of the balance sheet at a point in time.

The earnings simulation models consider our contractual agreements with regard to investments, loans, deposits, borrowings, and derivatives as well as a number of behavioral assumptions applied to certain assets and liabilities.

Mortgage banking derivatives used in the ordinary course of business consist of forward sales contracts and interest rate lock commitments on residential mortgage loans. These derivatives involve underlying items, such as interest rates, and are designed to mitigate risk. Derivatives are also used to hedge mortgage servicing rights. For additional information see Note 15 — Derivative Financial Instruments in the consolidated financial statements.

From time to time, we execute interest rate swaps to hedge some of our interest rate risks. Under these arrangements, the Company enters into a variable rate loan with a client in addition to a swap agreement. The swap agreement effectively converts the client’s variable rate loan into a fixed rate loan. The Company then enters into a matching swap agreement with a third-party dealer to offset its exposure on the customer swap. The Company may also execute interest rate swap agreements that are not specific to client loans. As of March 31, 2024, the Company had a series of short-term interest rate hedges to address monthly accrual mismatches related to the Company’s ARC program and its transition from LIBOR to SOFR after June 30, 2023. For additional information on these derivatives refer to Note 15 — Derivative Financial Instruments in the consolidated financial statements.

Our interest rate risk key indicators are applied to a static balance sheet using forward rates from the Moody’s Baseline Scenario. The Company will also use other rate forecasts, including, but not limited to, Moody’s Consensus Scenario. This Base Case Scenario assumes the maturity composition of asset and liability rollover volumes is modeled to approximately replicate current consolidated balance sheet characteristics throughout the simulation. These treatments are consistent with the Company’s goal of assessing current interest rate risk embedded in its current balance sheet. The Base Case Scenario assumes that maturing or repricing assets and liabilities are replaced at prices referencing forward rates derived from the selected rate forecast consistent with current balance sheet pricing characteristics. Key rate drivers are used to price assets and liabilities with sensitivity assumptions used to price non-maturity deposits. The sensitivity assumptions for the pricing of non-maturity deposits are subjected to sensitivity analysis no less frequently than on an annual basis.

Interest rate shocks are applied to the Base Case on an instantaneous basis. Our policy establishes the use of upward and downward interest rate shocks applied in 100 basis point increments through 400 basis points. We calculate smaller rate shocks as needed. At times, market conditions may result in assumed rate movements that will be deemphasized. For example, during a period of ultra-low interest rates, certain downward rate shocks may be impractical. The model simulation results produced from the Base Case Scenario and related instantaneous shocks for changes in net interest income and changes in the economic value of equity are referred to as the Core Scenario Analysis and constitute the policy key risk indicators for interest rate risk when compared to risk tolerances. As of March 31, 2024, the Company was operating within its interest rate key risk indicator policy limits.

During 2023 and the first quarter of 2024, the beta assumption applied to total deposits increased to reflect changes in deposit mix. From the beginning of the upward rate cycle, our deposit costs have increased from five basis points to one hundred and seventy-four basis points. During this period, the federal funds rate has increased 525 basis points. Accordingly, our cycle to date beta has been approximately 33%. Management recognizes the difficulty in using historical data to forecast deposit betas in the current environment. For internal purposes, and based on the deposit mix as of March 31, 2024, the total deposit beta assumption was 35.0%. For internal forecasting, management will apply overlays to certain assumptions to adjust for current market conditions rather than use assumptions modeled over longer periods of time.

The following interest rate risk metrics are derived from analysis using the Moody’s Baseline Scenario published in April 2024 as the Base Case Scenario. As of March 31, 2024, the earnings simulations indicated that the year 1 impact of an instantaneous 100 basis point parallel increase / decrease in rates would result in an estimated 1.1% increase (up 100) and 1.8% decrease (down 100) in net interest income.

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We use Economic Value of Equity (“EVE”) analysis as an indicator of the extent to which the present value of our capital could change, given potential changes in interest rates. This measure also assumes a static balance sheet (Base Case Scenario) with rate shocks applied as described above. At March 31, 2024, the percentage change in EVE due to a 100-basis point increase or decrease in interest rates was 2.4% decrease and 0.7% increase, respectively. The percentage changes in EVE due to a 200-basis point increase or decrease in interest rates were 5.9% decrease and 0.4% decrease, respectively. The interest rate shock analysis results for EVE sensitivities are unusual as the benefits of repricing assets are mitigated by increasing deposit costs, and downward shocks are constrained on various balance sheet categories due to the inability to price products below floors or zero. This is particularly meaningful given the cost of deposits as of March 31, 2024.

The analysis below reflects a Base Case and shocked scenarios that assume a static balance sheet projection where volume is added to maintain balances consistent with current levels. Base Case assumes new and repricing volumes reference forward rates derived from the Moody’s Baseline rate forecast. Instantaneous, parallel, and sustained interest rate shocks are applied to the Base Case scenario over a one-year time horizon.

Percentage Change in Net Interest Income over One Year

Up 100 basis points

1.1

%

Up 200 basis points

1.8

%

Up 300 basis points

2.1

%

Up 400 basis points

2.3

%

Down 100 basis points

(1.8)

%

Down 200 basis points

(4.4)

%

Down 300 basis points

(8.6)

%

Down 400 basis points

(13.2)

%

Deposit Concentrations

At March 31, 2024 and Loan Concentrations

WeDecember 31, 2023, we have no material concentration of deposits from any single customer or group of customers. We have no significant portion of our loansdeposits concentrated within a single industry or group of related industries.  Furthermore, we attempt to avoid making loans that, in an aggregate amount, exceed 10% of total loans to a multiple number of borrowers engaged in similar business activities. As of September 30, 2017, there were no aggregated loan concentrations of this type. We do not believe there are any material seasonal factors that would have a material adverse effect on us. The total deposit balances held by top 10 and 20 deposit holders were below 5% of the Company’s average total deposit balances at March 31, 2024. We do not have any foreign loans or deposits.

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Concentration of Credit Risk

Each category of earning assets has a certain degree of credit risk. We use various techniques to measure credit risk. Credit risk in the investment portfolio can be measured through bond ratings published by independent agencies. In the investment securities portfolio, the investments consist of U.S. government-sponsored entity securities, tax-free securities, or other securities having ratings of “AAA” to “Not Rated”. All securities, with the exception of those that are not rated, were rated by at least one of the nationally recognized statistical rating organizations. The credit risk of the loan portfolio can be measured by historical experience. We maintain our loan portfolio in accordance with credit policies that we have established. Although the Bank has a diversified loan portfolio, a substantial portion of our borrowers’ abilities to honor their contracts is dependent upon economic conditions within our geographic footprint and the surrounding regions.

We consider concentrations of credit to exist when, pursuant to regulatory guidelines, the amounts loaned to a multiple number of borrowers engaged in similar business activities which would cause them to be similarly impacted by general economic conditions represents 25% of total risk-basedTier 1 capital plus regulatory adjusted allowance for credit losses of the Company, or $282.4 million$1.2 billion at September 30, 2017.March 31, 2024. Based on this criteria, the Companywe had foureight such credit concentrations for non-acquired loans and acquired non-credit impaired loans at September 30, 2017,March 31, 2024, including $344.2 million of loans to lessors of residential buildings, $891.8 million of loans to lessors of nonresidential buildings (except mini-warehouses), $302.5 million of $6.1 billion, loans secured by owner occupied office buildings (including medical office buildings) of $1.9 billion, loans secured by owner occupied nonresidential buildings (excluding office buildings) of $1.8 billion, loans to religious organizations,lessors of residential buildings (investment properties and $295.1 millionmulti-family) of $2.5 billion, loans secured by 1st mortgage 1-4 family owner occupied residential property (including condos and home equity lines) of $9.0 billion, loans secured by jumbo (original loans greater than $548,250) of $2.5 billion, loans secured by business assets including accounts receivable, inventory and equipment of $2.2 billion and loans to consumers secured by non-real estate of $1.2 billion. The risk for these loans and for all loans is managed collectively through the use of credit underwriting practices developed and updated over time. The loss estimate for these loans is determined using our standard ACL methodology.

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After the adoption of CECL in the first quarter of 2020, banking regulators established guidelines for calculating credit concentrations. Banking regulators set the guidelines for construction, purposes.land development and other land loans to total less than 100% of total Tier 1 capital less modified CECL transitional amount plus ACL (CDL concentration ratio) and for total commercial real estate loans (construction, land development and other land loans along with other non-owner occupied commercial real estate and multifamily loans) to total less than 300% of total Tier 1 capital less modified CECL transitional amount plus ACL (CRE concentration ratio). Both ratios are calculated by dividing certain types of loan balances for each of the two categories by the Bank’s total Tier 1 capital less modified CECL transitional amount plus ACL. At March 31, 2024 and December 31, 2023, the Bank’s CDL concentration ratio was 48.9% and 59.7%, respectively, and its CRE concentration ratio was 235.1% and 236.5%, respectively. As of March 31, 2024, the Bank was below the established regulatory guidelines. When a bank’s ratios are in excess of one or both of these loan concentration ratios guidelines, banking regulators generally require an increased level of monitoring in these lending areas by bank management. Therefore, we monitor these two ratios as part of our concentration management processes.

Reconciliation of GAAP to Non-GAAP

The return on average tangible equity is a non-GAAP financial measure that excludes the effect of the average balance of intangible assets and adds back the after-tax amortization of intangibles to GAAP basis net income. Management believes these non-GAAP financial measures provide additional information that is useful to investors in evaluating our performance and capital and may facilitate comparisons with other institutions in the banking industry as well as period-to-period comparisons. Non-GAAP measures should not be considered as an alternative to any measure of performance or financial condition as promulgated under GAAP, and investors should consider the Company’s performance and financial condition as reported under GAAP and all other relevant information when assessing the performance or financial condition of the Company. Non-GAAP measures have limitations as analytical tools, are not audited, and may not be comparable to other similarly titled financial measures used by other companies. Investors should not consider non-GAAP measures in isolation or as a substitute for analysis of the Company’s results or financial condition as reported under GAAP.

Three Months Ended

March 31,

(Dollars in thousands)

    

2024

    

2023

Return on average equity (GAAP)

 

8.36

%  

10.96

%

Effect to adjust for intangible assets

 

5.27

%  

7.85

%

Return on average tangible equity (non-GAAP)

 

13.63

%  

18.81

%

Average shareholders’ equity (GAAP)

$

5,536,551

$

5,177,048

Average intangible assets

 

(2,009,649)

 

(2,036,661)

Adjusted average shareholders’ equity (non-GAAP)

$

3,526,902

$

3,140,387

Net income (GAAP)

$

115,056

$

139,926

Amortization of intangibles

 

5,998

 

7,299

Tax effect

 

(1,503)

 

(1,594)

Net income excluding the after-tax effect of amortization of intangibles (non-GAAP)

$

119,551

$

145,631

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Table of Contents

Cautionary Note Regarding Any Forward-Looking Statements

Statements included in Management’s Discussion and Analysis of Financial Condition and Results of Operations thatthis report, which are not historical in nature are intended to be, and are hereby identified as, forward-looking statements for purposes of the safe harbor provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934. The wordsForward looking statements are based on, among other things, management’s beliefs, assumptions, current expectations, estimates and projections about the financial services industry, the economy, and the acquisition of Atlantic Capital. Words and phrases such as “may,” “approximately,” “continue,” “should,” “expects,” “projects,” “anticipates,” “is likely,” “look ahead,” “look forward,” “believes,” “will,” “anticipate,“intends,“should,“estimates,“would,“strategy,“believe,“plan,“contemplate,“could,“expect,“potential,“estimate,” “continue,” “may,”“possible” and “intend,” as well as other similarvariations of such words and similar expressions of the future, are intended to identify such forward-looking statements. We caution readers that forward-looking statements are estimates reflecting our judgment based on current information, and are subject to certain risks, uncertainties and uncertaintiesassumptions that are difficult to predict with regard to, among other things, timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results. Such risks, uncertainties and uncertaintiesassumptions, include, among others, the matters described in Item 1A. Risk Factors offollowing:

Risks relating to our Annual Report on Form 10-K for the year ended December 31, 2016,Business and the following:Business Strategy

·

Economic downturn risk, potentially resulting in deterioration in the credit markets, inflation, greater than expected noninterest expenses, excessive loan losses and other negative consequences, which risks could be exacerbated by potential negative economic developments resulting from federal spending cuts and/or one or more federal budget-related impasses or actions;

Risks related to the ability of the Company to pursue its strategic plans which depend upon certain growth goals in our lines of business;

Risks relating to the ability to retain our culture and attract and retain qualified people, which could be exacerbated by the continuing work from remote environment;

Credit riskrisks associated with an obligor’s failure to meet the terms of any contract with the Bank or otherwise fail to perform as agreed;

agreed under the terms of any loan-related document;

·

Interest rate risk involving primarily resulting from our inability to effectively manage the effect of a change in interest ratesrisk, and their impact on both the Bank’s earnings, including from the correspondent and mortgage divisions, housing demand, the market value of the Bank’s loan and securities portfolios, and the market value of the portfolioSouthState’s equity;

·

A decrease in our net interest income due to the interest rate environment;

Liquidity risk affecting ourthe Bank’s ability to meet its obligations when they come due;

·

Unexpected outflows of uninsured deposits may require us to sell investment securities at a loss;

Potential deterioration in real estate values;

The loss of value of our investment portfolio could negatively impact market perceptions of us and could lead to deposit withdrawals;

Price risk focusing on changes in market factors that may affect the value of financialtraded instruments which are “marked-to-market” periodically;

in “mark-to-market” portfolios;

·

Merger and merger integration risk including potential deposit attrition, higher than expected costs, customer loss and business disruption, including, without limitation, potential difficulties in maintaining relationships with key personnel and other integration related-matters, and the potential inability to identify and successfully negotiate and complete additional successful combinations with potential merger or acquisition partners;

·

Transaction risk arising from problems with service or product delivery;

·

Compliance risk involving riskThe impact of increasing digitization of the banking industry and movement of customers to earnings or capital resulting from violationson-line platforms, and the possible impact on the Bank’s results of or nonconformance with laws, rules, regulations, prescribed practices, or ethical standards;

operations, customer base, expenses, suppliers and operations;

·

Controls and procedures risk, including the potential failure or circumvention of our controls and procedures or failure to comply with regulations related to controls and procedures;

·

Regulatory change risk resulting from new laws, rules, regulations, proscribed practices or ethical standards, including the possibility that regulatory agencies may require higher levels of capital above the current regulatory-mandated minimums, including the impact of the new capital rules under Basel III and the possibility of changes in accounting standards, policies, principles and practices, including changes in accounting principles relating to loan loss recognition;

·

Strategic risk resulting from adverse business decisions or improper implementation of business decisions;

·

Reputation risk that adversely affects earnings or capital arising from negative public opinion;

opinion including the effects of social media on market perceptions of us and banks generally;

·

Terrorist activities risk that result in loss of consumer confidence and economic disruptions;

·

Cybersecurity risk related to ourthe dependence of SouthState on internal computer systems and the technology of outside service providers, as well as the potential impacts of third-partyinternal or external security breaches, subjects uswhich may subject the Company to potential business disruptions or financial losses resulting from deliberate attacks or unintentional events;

·

Noninterest income risk resulting fromReputational and operational risks associated with environment, social and governance (ESG) matters, including the effectimpact of final rules amending Regulation E that prohibit financial institutions from charging consumer fees for paying overdrafts on ATMrecently passed state legislation and one-time debit card transactions, unless the consumer consents or opts-inproposed federal and state regulatory guidance and regulation relating to the overdraft service for those types of transactions;

climate change;

·

Excessive loan losses;

Economic downturnReputational risk resulting in and possible higher than estimated reduced revenue from previously announced or proposed regulatory changes in the Bank’s consumer programs and products;

72

Operational, technological, cultural, regulatory, legal, credit markets, greater than expected non-interest expenses, excessive loan losses and other factors, which risks could be exacerbated byassociated with the exploration, consummation and integration of potential negative economic

future acquisitions, whether involving stock or cash consideration; and

78


developments

Geopolitical risk from terrorist activities and armed conflicts that may result in economic and supply disruptions, and loss of market and consumer confidence.

Risks relating to the Regulatory Environment

Compliance risk involving risk to earnings or capital resulting from violations of or nonconformance with laws, rules, regulations, prescribed practices, or ethical standards, and contractual obligations regarding data privacy and cybersecurity; and
Regulatory change risk resulting from new laws, rules, regulations, accounting principles, proscribed practices or ethical standards, including, without limitation, the expirationpossibility that regulatory agencies may require higher levels of capital above the current regulatory-mandated minimums and including the impact of special FDIC assessments, the Consumer Financial Protection Bureau regulations or other guidance, and the possibility of changes in accounting standards, policies, principles and practices.

Risks relating to our Common Stock

The risks of fluctuations in market prices for SouthState common stock that may or may not reflect economic condition or performance of SouthState;
The payment of dividends on SouthState common stock, which is subject to legal and regulatory limitations as well as the discretion of the federal tax reductions,board of directors of SouthState, SouthState’s performance and other factors; and
Ownership dilution risk associated with potential acquisitions in which SouthState’s stock may be issued as consideration for an acquired company.

Risks relating to Economic Conditions and Other Outside Forces

Volatility in the financial services industry (including failures or rumors of failures of other depository institutions), along with actions taken by governmental agencies to address such turmoil, could affect the ability of depository institutions, including us, to attract and retain depositors and to borrow or raise capital;
The impact of competition with other financial institutions, including deposit and loan pricing pressures and the implementationresulting impact, including as a result of federal spending cuts currently scheduledcompression to go into effect;net interest margin; and

·

$10.0 billion asset size threshold risk resultingCatastrophic events such as hurricanes, tornados, earthquakes, floods or other natural or human disasters, including public health crises and infectious disease outbreaks, as well as any government actions in increased expenses, lossresponse to such events, and the related disruption to local, regional and global economic activity and financial markets, and the impact that any of revenues,the foregoing may have on SouthState and increased regulatory scrutiny associated with our total assets exceeding $10.0 billion.

its customers and other constituencies.

For any forward-looking statements made in this report or in any documents incorporated by reference into this Report, we claim the protection of the safe harbor for forward looking statements contained in the Private Securities Litigation Reform Act of 1995. All forward-looking statements speak only as of the date they are made and are based on information available at that time. We do not undertake any obligation to update or otherwise revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements. All subsequent written and oral forward-looking statements by us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.

Additional information with respect to factors that may cause actual results to differ materially from those contemplated by our forward-looking statements may also be included in other reports that the Company fileswe file with the SEC. The Company cautionsWe caution that the foregoing list of risk factors is not exclusive and not to place undue reliance on forward-looking statements.

For any forward-looking statements made in this Quarterly Report on Form 10-Q or in any documents incorporated by reference into this Quarterly Report on Form 10-Q, we claim the protection of the safe harbor for forward looking statements contained in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q or the date of any document incorporated by reference in Quarterly Report on Form 10-Q. We do not undertake to update forward looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made. All subsequent written and oral forward looking statements by the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Quarterly Report on Form 10-Q.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our quantitative and qualitative disclosures about market risk as of September 30, 2017March 31, 2024 from those disclosures presented in our Annual Report on Form 10-K for the year ended December 31, 2016.2023.

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Table of Contents

Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Management, including ourSouthState’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of ourthe design and operation of SouthState’s disclosure controls and procedures (as definedas of March 31, 2024, in accordance with Rule 13a-15 of the Securities Exchange Act Rules 13a-15(e)of 1934. We applied our judgment in the process of reviewing these controls and 15d-15(e)) as of the end of the period coveredprocedures, which, by this report.their nature, can provide only reasonable assurance regarding our control objectives. Based upon that evaluation, our Chief Executive Officer and the Chief Financial Officer concluded that ourSouthState’s disclosure controls and procedures as of March 31, 2024, were effective to ensure that information required to be disclosed in the reports we file and submit under the Exchange Act is (i) recorded, processed, summarized and reported as and when required and (ii) accumulated and communicated toprovide reasonable assurance regarding our management, including our Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.control objectives.

The design of any system of controls and procedures is based in part upon certain assumptions about the likelihood of future events. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting during the ninethree months ended September 30, 2017,March 31, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

79


PART II — OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

On February 9, 2024, the Company disclosed that it detected what was determined to be a cybersecurity incident on February 6, 2024 (the “Cyber Incident”). The Bank notified banking regulators and law enforcement and, based on its investigation and findings, notified individuals whose personal information may have been compromised in the Cyber Incident. Further, the Bank has taken other actions, such as offering credit monitoring services. While the Company is unable to estimate the total cost of any remediation that may be required, as of March 31, 2024, the Company had not incurred material costs as a result of the Cyber Incident.

On April 3, 2024, a putative class action lawsuit (the “Original Suit”) was filed against the Bank purportedly on behalf of a class consisting of those persons impacted by the Cyber Incident. As of September 30, 2017the date of this Quarterly Report on Form 10-Q, 14 putative class action lawsuits, including the Original Suit, are pending. For more information about the Original Suit and other litigations filed in connection with the Cyber Incident, please refer to Note 12 — Commitments and Contingent Liabilities, in the Notes to Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q.

Other than the Cyber Incident Suits (as defined in Note 12 — Commitments and Contingent Liabilities), as of March 31, 2024, and the date of this Quarterly Report on Form 10-Q, we believe that we are not party to, nor is any orof our property the subject of, any pending material legal proceeding other than those that may occur in the ordinary course of our business.

Item 1A. RISK FACTORS

Investing in shares of our common stock involves certain risks, including those identified and described in Item 1A. of our Annual Report on Form 10-K for the fiscal year ended December 31, 2016,2023, as well as cautionary statements contained in this Quarterly Report on Form 10-Q, including those under the caption “Cautionary Note Regarding Any Forward-Looking Statements” set forth in Part I, Item 22. of this Quarterly Report on Form 10-Q, risks and matters described elsewhere in this Quarterly Report on Form 10-Q and in our other filings with the SEC.

There have been no material changes to the risk factors disclosed in Item 1A. of Part I in our Annual Report on Form 10-K for the year ended December 31, 2023.

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Table of Contents

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a)

(a)

Not applicable

(b)

(b)

Not applicable

(c)

(c)

Issuer Purchases of Registered Equity Securities:

In February 2004, we announcedApril 2022, the Company’s Board of Directors approved a new stock repurchase program with no formal expiration date(“2022 Stock Repurchase Program”) authorizing the Company to repurchase up to 250,0003,750,000 of the Company’s common shares along with the remaining authorized shares of 370,021 from the 2021 Stock Repurchase Program for a total authorization of 4,120,021 shares. The Company repurchased a total of 100,000 shares at a weighted average price of $79.85 per share shares through the 2022 Stock Repurchase Program during the first quarter of 2024. During 2023, the Company repurchased a total of 100,000 shares at a weighted average price of $67.48 per share pursuant to the 2022 Stock Repurchase Program. As of March 31, 2024, there is a total of 3,920,021 shares authorized to be repurchased. The number of shares to be purchased and the timing of the purchases are based on a variety of factors, including, but not limited to, the level of cash balances, general business conditions, regulatory requirements, the market price of our common stock.  In March 2017,stock, and the Boardavailability of Directors approved and reset the number of shares available to be repurchased under the 2004 stock repurchase program to 1,000,000.  alternative investment opportunities.

The following table reflects share repurchase activity during the thirdfirst quarter of 2017:2024:

    

    

    

    

(d) Maximum

 

(c) Total

Number (or

 

Number of

Approximate

 

Shares (or

Dollar Value) of

 

Units)

Shares (or

 

(a) Total

Purchased as

Units) that May

 

Number of

Part of Publicly

Yet Be

 

Shares (or

(b) Average

Announced

Purchased

 

Units)

Price Paid per

Plans or

Under the Plans

 

Period

Purchased

Share (or Unit)

Programs

or Programs

 

January 1 ‑ January 31

 

27,743

*

$

83.72

 

 

4,020,021

February 1 - February 29

 

63,024

*

 

83.11

 

 

4,020,021

March 1 - March 31

 

104,770

*

 

79.96

 

100,000

 

3,920,021

Total

 

195,537

 

100,000

 

3,920,021

*

For the three months ended March 31, 2024, totals include 27,743, 63,024, and 4,770 shares, respectively, that were repurchased under arrangements, authorized by our stock based compensation plans and Board of Directors, whereby officers or directors may sell previously owned shares to SouthState in order to pay for the exercises of stock options or for income taxes owed on vesting shares of restricted stock. These shares were not repurchased under the 2022 Stock Repurchase Program.

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

 

 

    

 

    

(d) Maximum

 

 

 

 

 

 

 

 

(c) Total

 

Number (or

 

 

 

 

 

 

 

 

Number of

 

Approximate

 

 

 

 

 

 

 

 

Shares (or

 

Dollar Value) of

 

 

 

 

 

 

 

 

Units)

 

Shares (or

 

 

 

(a) Total

 

 

 

 

Purchased as

 

Units) that May

 

 

 

Number of

 

 

 

 

Part of Publicly

 

Yet Be

 

 

 

Shares (or

 

(b) Average

 

Announced

 

Purchased

 

 

 

Units)

 

Price Paid per

 

Plans or

 

Under the Plans

 

Period

 

Purchased

 

Share (or Unit)

 

Programs

 

or Programs

 

 

 

 

 

 

 

 

 

 

 

 

July 1 - July 31

 

243

*

$

85.35

 

 

1,000,000

 

August 1 - August 31

 

 —

 

 

 —

 

 

1,000,000

 

September 1 - September 30

 

 —

 

 

 —

 

 

1,000,000

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

243

 

 

 

 

 

1,000,000

 


*These shares were repurchased under arrangements, authorized by our stock-based compensation plans and Board of Directors, whereby officers or directors may sell previously owned shares to the Company in order to pay for the exercises of stock options or for income taxes owed on vesting shares of restricted stock.  These shares were not purchased under the 2004 stock repurchase program to purchase 1,000,000 shares.

Item 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

80


Item 5. OTHER INFORMATION

None.

Not applicable.75

Table of Contents

Item 6. EXHIBITS

The exhibits required to be filed as part of this Quarterly Report on Form 10-Q are listed in the Exhibit Index attached hereto and are incorporated by reference.

Exhibit Index

Exhibit No.

Description of Exhibit

Incorporated by Reference

Form

Commission File No.

Exhibit

Filing Date

Filed

Herewith

3.1

Amended and Restated Bylaws of SouthState Corporation dated April 26, 2023

10-Q

001-12669

3.1

8/4/2023

31.1

Rule 13a-14(a) Certification of Principal Executive Officer

X

31.2

Rule 13a-14(a) Certification of Principal Financial Officer

X

32

Section 1350 Certifications of Principal Executive Officer and Principal Financial Officer

X

101

The following financial statements from the Quarterly Report on Form 10-Q of SouthState Corporation for the quarter ended March 31, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Shareholders’ Equity, (v) Consolidated Statement of Cash Flows and (vi) Notes to Consolidated Financial Statements.

X

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

X

81


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Table of Contents

SIGNATURES

Exhibit Index

Exhibit No.

Description

Exhibit 2.1

Agreement and Plan of Merger, dated as of April 26, 2017, by and between Park Sterling Corporation and South State Corporation (incorporated by reference as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on May 1, 2017)

Exhibit 31.1

Rule 13a-14(a) Certification of Principal Executive Officer

Exhibit 31.2

Rule 13a-14(a) Certification of Principal Financial Officer

Exhibit 32

Section 1350 Certifications of Principal Executive Officer and Principal Financial Officer

Exhibit 101

The following financial statements from the Quarterly Report on Form 10-Q of South State Corporation for the quarter ended September 30, 2017, formatted in eXtensible Business Reporting Language (XBRL): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Income, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Changes in Shareholders’ Equity, (v) Condensed Consolidated Statement of Cash Flows and (vi) Notes to Condensed Consolidated Financial Statements.

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.

SOUTH STATESOUTHSTATE CORPORATION

(Registrant)

Date: NovemberMay 3, 20172024

/s/ Robert R. Hill, Jr.John C. Corbett

Robert R. Hill, Jr.John C. Corbett

President and Chief Executive Officer

(Principal Executive Officer)

Date: NovemberMay 3, 20172024

/s/ John C. PollokWilliam E. Matthews, V

John C. PollokWilliam E. Matthews, V

Senior Executive Vice President,

Chief Financial Officer and

Chief Operating Officer

(Principal Financial Officer)

Date: NovemberMay 3, 20172024

/s/ Keith S. RainwaterSara G. Arana

Keith S. RainwaterSara G. Arana

Executive Vice President and

Principal Accounting Officer

8277