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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
 
For the quarterly period ended June 30, 2020
 
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number:  001-13901
ABCB-20200630_G1.JPG
AMERIS BANCORP
(Exact name of registrant as specified in its charter)


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

3490 Piedmont Rd N.E., Suite 1550
Atlanta Georgia 30305
(Address of principal executive offices)

(404) 639-6500
(Registrant’s telephone number) 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No   ¨
 
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ý    No   ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ý 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  ý




Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $1 per share ABCB Nasdaq Global Select Market

 There were 69,487,546 shares of Common Stock outstanding as of July 31, 2020.



AMERIS BANCORP
TABLE OF CONTENTS

    Page
     
PART I – FINANCIAL INFORMATION  
     
Item 1.  
     
 
1
     
 
2
     
 
3
     
 
5
     
 
7
     
Item 2.
47
     
Item 3.
72
     
Item 4.
72
     
 
     
Item 1.
73
     
Item 1A.
73
     
Item 2.
74
     
Item 3.
75
     
Item 4.
75
     
Item 5.
75
     
Item 6.
76
     
77
 
 





Item 1. Financial Statements.
 
AMERIS BANCORP AND SUBSIDIARIES
Consolidated Balance Sheets
(dollars in thousands, except per share data)
  June 30, 2020 (unaudited) December 31, 2019
Assets    
Cash and due from banks $ 292,899    $ 246,234   
Federal funds sold and interest-bearing deposits in banks 428,560    375,615   
Cash and cash equivalents 721,459    621,849   
Time deposits in other banks 249    249   
Investment securities available for sale, at fair value 1,238,896    1,403,403   
Other investments 76,453    66,919   
Loans held for sale, at fair value 1,736,397    1,656,711   
Loans, net of unearned income 14,503,157    12,818,476   
Allowance for credit losses (208,793)   (38,189)  
Loans, net 14,294,364    12,780,287   
Other real estate owned, net 23,563    19,500   
Premises and equipment, net 230,118    233,102   
Goodwill 928,005    931,637   
Other intangible assets, net 80,354    91,586   
Cash value of bank owned life insurance 175,011    175,270   
Deferred income taxes, net 56,306    2,180   
Other assets 311,454    259,886   
Total assets $ 19,872,629    $ 18,242,579   
Liabilities    
Deposits:    
Noninterest-bearing $ 5,595,868    $ 4,199,448   
Interest-bearing 9,993,950    9,827,625   
Total deposits 15,589,818    14,027,073   
Securities sold under agreements to repurchase 12,879    20,635   
Other borrowings 1,418,336    1,398,709   
Subordinated deferrable interest debentures 123,375    127,560   
FDIC loss-share payable, net 18,903    19,642   
Other liabilities 249,188    179,378   
Total liabilities 17,412,499    15,772,997   
Commitments and Contingencies (Note 11)
Shareholders’ Equity    
Preferred stock, stated value $1,000 (5,000,000 shares authorized; 0 shares issued and outstanding at June 30, 2020 and December 31, 2019)
—    —   
Common stock, par value $1 (200,000,000 and 100,000,000 shares authorized at June 30, 2020 and December 31, 2019, respectively; 71,674,087 and 71,499,829 shares issued at June 30, 2020 and December 31, 2019, respectively)
71,674    71,500   
Capital surplus 1,909,839    1,907,108   
Retained earnings 481,948    507,950   
Accumulated other comprehensive income (loss), net of tax 39,613    17,995   
Treasury stock, at cost (2,211,305 shares and 1,995,996 shares at June 30, 2020 and December 31, 2019, respectively)
(42,944)   (34,971)  
Total shareholders’ equity 2,460,130    2,469,582   
Total liabilities and shareholders’ equity $ 19,872,629    $ 18,242,579   

 See notes to unaudited consolidated financial statements.
1


AMERIS BANCORP AND SUBSIDIARIES
Consolidated Statements of Income and Comprehensive Income (unaudited)
(dollars in thousands, except per share data)
  Three Months Ended
June 30,
Six Months Ended
June 30,
  2020 2019 2020 2019
Interest income        
Interest and fees on loans $ 175,345    $ 117,010    $ 346,587    $ 229,411   
Interest on taxable securities 9,347    9,383    19,429    18,426   
Interest on nontaxable securities 157    102    314    258   
Interest on deposits in other banks and federal funds sold 169    2,533    1,456    5,862   
Total interest income 185,018    129,028    367,786    253,957   
Interest expense        
Interest on deposits 14,273    23,454    38,375    45,138   
Interest on other borrowings 6,931    3,923    17,652    7,773   
Total interest expense 21,204    27,377    56,027    52,911   
Net interest income 163,814    101,651    311,759    201,046   
Provision for loan losses 68,449    4,668    105,496    8,076   
Provision for unfunded commitments 19,712    —    23,712    —   
Provision for credit losses 88,161    4,668    129,208    8,076   
Net interest income after provision for credit losses 75,653    96,983    182,551    192,970   
Noninterest income        
Service charges on deposit accounts 9,922    12,168    21,766    23,814   
Mortgage banking activity 104,925    18,523    140,258    33,200   
Other service charges, commissions and fees 1,130    803    2,258    1,592   
Net gain on securities 14    69      135   
Other noninterest income 4,969    3,673    11,052    7,266   
Total noninterest income 120,960    35,236    175,339    66,007   
Noninterest expense        
Salaries and employee benefits 95,168    38,331    171,114    76,663   
Occupancy and equipment expense 13,807    7,834    25,835    16,038   
Data processing and communications expenses 10,514    8,388    22,468    16,779   
Credit resolution-related expenses 950    979    3,148    1,890   
Advertising and marketing expense 1,455    1,987    3,813    3,728   
Amortization of intangible assets 5,601    3,121    11,232    6,253   
Merger and conversion charges 895    3,475    1,435    5,532   
Other noninterest expenses 27,378    17,136    54,776    29,793   
Total noninterest expense 155,768    81,251    293,821    156,676   
Income before income tax expense 40,845    50,968    64,069    102,301   
Income tax expense 8,609    12,064    12,511    23,492   
Net income 32,236    38,904    51,558    78,809   
Other comprehensive income        
Net unrealized holding gains (losses) arising during period on investment securities available for sale, net of tax expense (benefit) of $(13), $4,765, $5,743 and $5,793
(49)   17,927    21,604    21,794   
Reclassification adjustment for gains on investment securities included in earnings, net of tax of $0, $13, $0 and $25
—    (48)   —    (94)  
Unrealized gains (losses) on cash flow hedges arising during period, net of tax expense (benefit) of $30, $(64), $4 and $(110)
111    (239)   14    (412)  
Other comprehensive income 62    17,640    21,618    21,288   
Total comprehensive income $ 32,298    $ 56,544    $ 73,176    $ 100,097   
Basic earnings per common share $ 0.47    $ 0.82    $ 0.74    $ 1.66   
Diluted earnings per common share $ 0.47    $ 0.82    $ 0.74    $ 1.66   
Weighted average common shares outstanding (in thousands)
       
Basic 69,192    47,311    69,235    47,354   
Diluted 69,293    47,338    69,413    47,395   
See notes to unaudited consolidated financial statements.
2


AMERIS BANCORP AND SUBSIDIARIES
Consolidated Statements of Shareholders’ Equity (unaudited)
(dollars in thousands)
Three Months Ended June 30, 2020
Common Stock Capital Surplus Retained Earnings Accumulated Other Comprehensive Income (Loss), Net of Tax Treasury Stock Total Shareholders' Equity
Shares Amount Shares Amount
Balance at beginning of period 71,651,986    $ 71,652    $ 1,908,721    $ 460,153    $ 39,551    2,210,712    $ (42,927)   $ 2,437,150   
Issuance of restricted shares 33,351    33    (33)   —    —    —    —    —   
Forfeitures of restricted shares (11,250)   (11)   (159)   —    —    —    —    (170)  
Share-based compensation —    —    1,310    —    —    —    —    1,310   
Purchase of treasury shares —    —    —    —    —    593    (17)   (17)  
Net income —    —    —    32,236    —    —    —    32,236   
Dividends on common shares ($0.15 per share)
—    —    —    (10,441)   —    —    —    (10,441)  
Other comprehensive income (loss) during the period —    —    —    —    62    —    —    62   
Balance at end of period 71,674,087    $ 71,674    $ 1,909,839    $ 481,948    $ 39,613    2,211,305    $ (42,944)   $ 2,460,130   

Six Months Ended June 30, 2020
Common Stock Capital Surplus Retained Earnings Accumulated Other Comprehensive Income (Loss), Net of Tax Treasury Stock Total Shareholders' Equity
Shares Amount Shares Amount
Balance at beginning of period 71,499,829    $ 71,500    $ 1,907,108    $ 507,950    $ 17,995    1,995,996    $ (34,971)   $ 2,469,582   
Issuance of restricted shares 151,976    152    137    —    —    —    —    289   
Forfeitures of restricted shares (11,250)   (11)   (159)   —    —    —    —    (170)  
Proceeds from exercise of stock options 33,532    33    668    —    —    —    —    701   
Share-based compensation —    —    2,085    —    —    —    —    2,085   
Purchase of treasury shares —    —    —    —    —    215,309    (7,973)   (7,973)  
Net income —    —    —    51,558    —    —    —    51,558   
Dividends on common shares ($0.30 per share)
—    —    —    (20,856)   —    —    —    (20,856)  
Cumulative effect of change in accounting for credit losses —    —    —    (56,704)   —    —    —    (56,704)  
Other comprehensive income (loss) during the period —    —    —    —    21,618    —    —    21,618   
Balance at end of period 71,674,087    $ 71,674    $ 1,909,839    $ 481,948    $ 39,613    2,211,305    $ (42,944)   $ 2,460,130   

3


AMERIS BANCORP AND SUBSIDIARIES
Consolidated Statements of Shareholders’ Equity (unaudited)
(dollars in thousands)

Three Months Ended June 30, 2019
Common Stock Capital Surplus Retained Earnings Accumulated Other Comprehensive Income (Loss), Net of Tax Treasury Stock Total Shareholders' Equity
Shares Amount Shares Amount
Balance at beginning of period 49,126,427    $ 49,126    $ 1,053,190    $ 412,005    $ (1,178)   1,541,118    $ (17,559)   $ 1,495,584   
Issuance of restricted shares 13,328    13    (13)   —    —    —    —    —   
Forfeitures of restricted shares (40,423)   (40)   (484)   —    —    —    —    (524)  
Proceeds from exercise of stock options —    —    —    —    —    —    —    —   
Share-based compensation —    —    807    —    —    —    —    807   
Purchase of treasury shares —    —    —    —    —    296,630    (10,563)   (10,563)  
Net income —    —    —    38,904    —    —    —    38,904   
Dividends on common shares ($0.10 per share)
—    —    —    (4,727)   —    —    —    (4,727)  
Other comprehensive income (loss) during the period —    —    —    —    17,640    —    —    17,640   
Balance at end of period 49,099,332    $ 49,099    $ 1,053,500    $ 446,182    $ 16,462    1,837,748    $ (28,122)   $ 1,537,121   

Six Months Ended June 30, 2019
Common Stock Capital Surplus Retained Earnings Accumulated Other Comprehensive Income (Loss), Net of Tax Treasury Stock Total Shareholders' Equity
Shares Amount Shares Amount
Balance at beginning of period 49,014,925    $ 49,015    $ 1,051,584    $ 377,135    $ (4,826)   1,514,984    $ (16,561)   $ 1,456,347   
Issuance of restricted shares 117,122    116    799    —    —    —    —    915   
Forfeitures of restricted shares (40,423)   (40)   (484)   —    —    —    —    (524)  
Proceeds from exercise of stock options 7,708      46    —    —    —    —    54   
Share-based compensation —    —    1,555    —    —    —    —    1,555   
Purchase of treasury shares —    —    —    —    —    322,764    (11,561)   (11,561)  
Net income —    —    —    78,809    —    —    —    78,809   
Dividends on common shares ($0.20 per share)
—    —    —    (9,486)   —    —    —    (9,486)  
Cumulative effect of change in accounting for leases —    —    —    (276)   —    —    —    (276)  
Other comprehensive income (loss) during the period —    —    —    —    21,288    —    —    21,288   
Balance at end of period 49,099,332    $ 49,099    $ 1,053,500    $ 446,182    $ 16,462    1,837,748    $ (28,122)   $ 1,537,121   

See notes to unaudited consolidated financial statements. 
4


AMERIS BANCORP AND SUBSIDIARIES
Consolidated Statements of Cash Flows (unaudited)
(dollars in thousands)
  Six Months Ended
June 30,
  2020 2019
Operating Activities    
Net income $ 51,558    $ 78,809   
Adjustments reconciling net income to net cash provided by (used in) operating activities:    
Depreciation 7,923    5,292   
Net losses on sale or disposal of premises and equipment including write-downs   70   
Net write-downs on other assets 1,090    3,580   
Provision for credit losses 129,208    8,076   
Net losses on sale of other real estate owned including write-downs 873    84   
Share-based compensation expense 1,700    1,514   
Amortization of intangible assets 11,232    6,253   
Amortization of operating lease right-of-use assets 6,599    3,029   
Provision for deferred taxes (32,544)   3,962   
Net amortization of investment securities available for sale 2,932    1,653   
Net gain on securities (5)   (135)  
Accretion of discount on purchased loans, net (16,138)   (5,452)  
Accretion on other borrowings 94    41   
Accretion on subordinated deferrable interest debentures 970    684   
Loan servicing asset impairment 30,239    1,460   
Originations of mortgage loans held for sale (3,799,622)   (798,429)  
Payments received on mortgage loans held for sale 34,849    488   
Proceeds from sales of mortgage loans held for sale 3,724,287    745,876   
Net gains on sale of mortgage loans held for sale (129,450)   (27,222)  
Originations of SBA loans (28,595)   (33,191)  
Proceeds from sales of SBA loans 35,152    29,952   
Net gains on sale of SBA loans (2,614)   (2,476)  
Increase in cash surrender value of bank owned life insurance (1,876)   (968)  
Gain on bank owned life insurance proceeds (845)   —   
Changes in FDIC loss-share payable, net of cash payments (562)   3,431   
Change attributable to other operating activities (52,715)   2,495   
Net cash provided by (used in) operating activities (26,252)   28,876   
Investing Activities, net of effects of business combinations    
Proceeds from maturities of time deposits in other banks —    10,064   
Purchases of securities available for sale —    (219,352)  
Proceeds from prepayments and maturities of securities available for sale 188,920    99,408   
Proceeds from sales of securities available for sale —    64,995   
Net (increase) decrease in other investments (9,529)   (17,949)  
Net (increase) decrease in loans (1,591,894)   (613,881)  
Purchases of premises and equipment (9,267)   (4,610)  
Proceeds from sales of premises and equipment 409    762   
Proceeds from sales of other real estate owned 3,169    4,854   
Payments paid to FDIC under loss-share agreements (177)   (2,322)  
Proceeds from bank owned life insurance 2,980    —   
Net cash and cash equivalents received in acquisitions (2,417)   —   
Net cash used in investing activities (1,417,806)   (678,031)  
    (Continued)

5


AMERIS BANCORP AND SUBSIDIARIES
Consolidated Statements of Cash Flows (unaudited)
(dollars in thousands)
  Six Months Ended
June 30,
  2020 2019
Financing Activities, net of effects of business combinations    
Net increase (decrease) in deposits $ 1,564,859    $ (66,943)  
Net decrease in securities sold under agreements to repurchase (7,756)   (17,077)  
Proceeds from other borrowings 4,745,000    415,000   
Repayment of other borrowings (4,725,167)   (2,179)  
Repayment of subordinated deferrable interest debentures (5,155)   —   
Proceeds from exercise of stock options 701    54   
Dividends paid - common stock (20,841)   (9,511)  
Purchase of treasury shares (7,973)   (11,561)  
Net cash provided by financing activities 1,543,668    307,783   
Net increase (decrease) in cash and cash equivalents 99,610    (341,372)  
Cash and cash equivalents at beginning of period 621,849    679,527   
Cash and cash equivalents at end of period $ 721,459    $ 338,155   
Supplemental Disclosures of Cash Flow Information    
Cash paid (received) during the period for:    
Interest $ 60,725    $ 51,250   
Income taxes 7,934    21,377   
Loans transferred to other real estate owned 8,165    2,875   
Loans transferred from loans held for sale to loans held for investment 86,557    —   
Loans transferred from loans held for investment to loans held for sale —    64,773   
Loans provided for the sales of other real estate owned 299    144   
Initial recognition of operating lease right-of-use assets —    27,286   
Initial recognition of operating lease liabilities —    29,651   
Right-of-use assets obtained in exchange for new operating lease liabilities 8,844    262   
Assets acquired in business acquisitions —    373   
Liabilities assumed in business acquisitions —    (1,922)  
Change in unrealized gain (loss) on securities available for sale, net of tax 21,603    21,700   
Change in unrealized gain (loss) on cash flow hedge, net of tax 14    (412)  
    (Concluded)
 
See notes to unaudited consolidated financial statements.
 

6


AMERIS BANCORP AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
June 30, 2020
 
NOTE 1 – BASIS OF PRESENTATION AND ACCOUNTING POLICIES
 
Nature of Business

Ameris Bancorp (the “Company” or “Ameris”) is a financial holding company headquartered in Atlanta, Georgia. Ameris conducts substantially all of its operations through its wholly owned banking subsidiary, Ameris Bank (the “Bank”). At June 30, 2020, the Bank operated 170 branches in select markets in Georgia, Alabama, Florida and South Carolina. Our business model capitalizes on the efficiencies of a large financial services company, while still providing the community with the personalized banking service expected by our customers. We manage our Bank through a balance of decentralized management responsibilities and efficient centralized operating systems, products and loan underwriting standards. The Company’s Board of Directors and senior managers establish corporate policy, strategy and administrative policies. Within our established guidelines and policies, the banker closest to the customer responds to the differing needs and demands of his or her unique market.
 
Basis of Presentation

The accompanying unaudited consolidated financial statements for Ameris have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statement presentation. The interim consolidated financial statements included herein are unaudited but reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the consolidated financial position and results of operations for the interim periods presented. All significant intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the period ended June 30, 2020 are not necessarily indicative of the results to be expected for the full year. These financial statements should be read in conjunction with the financial statements and notes thereto and the report of our registered independent public accounting firm included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, as amended.

Cash and Cash Equivalents

For purposes of reporting cash flows, cash and cash equivalents include cash on hand, cash items in process of collection, amounts due from banks, interest-bearing deposits in banks and federal funds sold. The Bank is required to maintain reserve balances in cash or on deposit with the Federal Reserve Bank of Atlanta. The required reserve rate was set to 0% effective March 26, 2020 and, accordingly, the Bank had no reserve requirement at June 30, 2020. The reserve requirement as of December 31, 2019 was $109.7 million and was met by cash on hand and balances at the Federal Reserve Bank of Atlanta which are reported on the Company's consolidated balance sheets in cash and due from banks and federal funds sold and interest-bearing deposits in banks, respectively.

Reclassifications

Certain reclassifications of prior year amounts have been made to conform with the current year presentations. The reclassifications had no effect on net income or shareholders' equity as previously reported.

Accounting Standards Adopted in 2020

ASU 2018-15 – Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs incurred in a Cloud Computing Arrangement That Is a Service Contract ("ASU 2018-15"). ASU 2018-15 requires that application development stage implementation costs incurred in a Cloud Computing Arrangement ("CCA") that are service contracts be capitalized and amortized over the term of the hosting arrangement, including renewal option terms if the customer entity is reasonably certain to exercise the option. Costs incurred in the preliminary project and post-implementation stages are expensed as incurred. Training costs and certain data conversion costs also cannot be capitalized for a CCA that is a service contract. Amortization expense of capitalized implementation costs will be presented in the same income statement caption as the CCA fees. Similarly, capitalized implementation costs will be presented in the same balance sheet caption as any prepaid CCA fees, and cash flows from capitalized implementation costs will be classified in the statement of cash flows in the same manner as payments made for the CCA fees. The requirements of ASU 2018-15 should be applied either retrospectively or prospectively to all implementation costs incurred after the adoption date. ASU 2018-15 is
7


effective for interim and annual periods beginning after December 15, 2019. Early adoption is permitted. During the first quarter of 2020, the Company adopted the provision of ASU 2018-15, and the adoption did not have a material impact on the Company's consolidated financial statements.

ASU 2018-13 Fair Value Measurement (Topic 820): Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement ("ASU 2018-13). ASU 2018-13 changes fair value measurement disclosure requirements by removing certain requirements, modifying certain requirements and adding certain new requirements. Disclosure requirements removed include the following: transfers between Level 1 and Level 2 of the fair value hierarchy; the policy for determining when transfers between any of the three levels have occurred; the valuation processes for Level 3 measurements; and the changes in unrealized gains or losses presented in earnings for Level 3 instruments held at end of the reporting period. Disclosure requirements that have been modified include the following: for investments in certain entities that calculate net asset value, an entity is required to disclose the timing of liquidation of an investee's assets and the date when restrictions from redemption might lapse only if the investee has communicated the timing to the entity or announced the timing publicly; and clarification that the Level 3 measurement uncertainty disclosure should communicate information about the uncertainty at the balance sheet date. New disclosure requirements include the following: the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 instruments held at the end of the reporting period; and the range and weighted average of significant unobservable inputs used for Level 3 measurements or disclosure of other quantitative information in place of the weighted average to the extent that it would be a more reasonable and rational method to reflect the distribution of unobservable inputs. ASU 2018-13 is effective for interim and annual periods beginning after December 15, 2019. Early adoption is permitted. During the first quarter of 2020, the Company adopted the provision of ASU 2018-13, and the adoption did not have a material impact on the Company's consolidated financial statements.

ASU 2017-04 – Intangibles: Goodwill and Other: Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). ASU 2017-04 eliminates Step 2 from the goodwill impairment test to simplify the subsequent measurement of goodwill. The annual, or interim, goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. In addition, the income tax effects of tax deductible goodwill on the carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable. ASU 2017-04 also eliminates the requirements for any reporting unit with a zero or negative carrying amount to perform Step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The standard must be adopted using a prospective basis and the nature and reason for the change in accounting principle should be disclosed upon transition. ASU 2017-04 is effective for annual or any interim goodwill impairment tests in reporting periods beginning after December 15, 2019. Early adoption is permitted on testing dates after January 1, 2017. During the first quarter of 2020, the Company adopted the provision of ASU 2017-04, and the adoption did not have a material impact on the Company's consolidated financial statements.

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

The Company adopted ASU 2016-13 and all related subsequent amendments thereto effective January 1, 2020 using the modified retrospective approach. The Company recognized an increase in the allowance for credit losses on loans of $78.7 million, an increase in the allowance for unfunded commitments of $12.7 million and a reduction of retained earnings of $56.7 million, net of the increase in deferred tax assets of $19.0 million.

The Company adopted ASU 2016-13 using the prospective transition approach for purchased financial assets with credit deterioration ("PCD") that were previously classified as purchased credit impaired ("PCI") and accounted for under ASU 310-30. In accordance with ASU 2016-13, the Company did not reassess whether PCI assets met the criteria of PCD assets as
8


of the date of adoption. The Company determined $15.6 million of existing discounts on PCD loans was related to credit factors and was reclassified to the ACL upon adoption. The remaining discount on the PCD assets was determined to be related to noncredit factors and will be accreted into interest income on a level-yield method over the life of the loans.

In addition, for available-for-sale debt securities, the new methodology replaces the other-than-temporary impairment model and requires the recognition of an allowance for reductions in a security’s fair value attributable to declines in credit quality, instead of a direct write-down of the security, when a valuation decline is determined to be other-than-temporary. There was no financial impact related to this implementation. The Company has made a policy election to exclude accrued interest from the amortized cost basis of debt securities and report accrued interest in other assets in the consolidated balance sheets. A debt security is placed on nonaccrual status at the time any principal or interest payments become more than 90 days delinquent or if full collection of interest or principal becomes uncertain. Accrued interest for a security placed on nonaccrual is reversed against interest income. There was no accrued interest related to debt securities reversed against interest income for the three and six months ended June 30, 2020 and 2019. Accrued interest receivable on available-for-sale debt securities totaled $4.5 million as of June 30, 2020. Refer to Note 3 for additional information.

Allowance for Credit Losses – Loans

Under the current expected credit loss model, the allowance for credit losses (“ACL”) on loans is a valuation allowance estimated at each balance sheet date in accordance with GAAP that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans.

The Company estimates the ACL on loans based on the underlying assets’ amortized cost basis, which is the amount at which the financing receivable is originated or acquired, adjusted for applicable accretion or amortization of premium, discount, and net deferred fees or costs, collection of cash, and charge-offs. In the event that collection of principal becomes uncertain, the Company has policies in place to reverse accrued interest in a timely manner. Therefore, the Company has made a policy election to exclude accrued interest from the measurement of ACL. Accrued interest receivable on loans is reported in other assets on the consolidated balance sheets and totaled $67.7 million at June 30, 2020.

Expected credit losses are reflected in the allowance for credit losses through a charge to provision for credit losses. When the Company deems all or a portion of a financial asset to be uncollectible the appropriate amount is written off and the ACL is reduced by the same amount. The Company applies judgment to determine when a financial asset is deemed uncollectible; however, generally speaking, an asset will be considered uncollectible no later than when all efforts at collection have been exhausted. Subsequent recoveries, if any, are credited to the ACL when received.

The Company measures expected credit losses of financial assets on a collective (pool) basis, when the financial assets share similar risk characteristics. Depending on the nature of the pool of financial assets with similar risk characteristics, the Company uses the discounted cash flow (“DCF”) method, the vintage method, the PD×LGD method or a qualitative approach as discussed further below.

The Company’s methodologies for estimating the ACL consider available relevant information about the collectability of cash flows, including information about past events, current conditions, and reasonable and supportable forecasts. The methodologies apply historical loss information, adjusted for asset-specific characteristics, economic conditions at the measurement date, and forecasts about future economic conditions expected to exist through the contractual lives of the financial assets that are reasonable and supportable, to the identified pools of financial assets with similar risk characteristics for which the historical loss experience was observed. The Company’s methodologies revert back to historical loss information on a straight-line basis over four quarters when it can no longer develop reasonable and supportable forecasts.

The Company has identified the following pools of financial assets with similar risk characteristics for measuring expected credit losses:

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

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

Indirect automobile - Indirect automobile loans are secured by automobile collateral, generally new and used cars and trucks from auto dealers that operate within selected states. Repayment of these loans depends largely on the personal income of the borrowers which can be affected by changes in economic conditions such as unemployment levels. Collateral consists of rapidly depreciating assets that may not provide an adequate source of repayment of the loan in the event of default.

Mortgage warehouse - Mortgage Warehouse facilities are provided to unaffiliated mortgage origination companies and are collateralized by one-to-four family residential loans or mortgage servicing rights. The originator closes new mortgage loans with the intent to sell these loans to third party investors for a profit. The Bank provides funding to the mortgage companies for the period between the origination and their sale of the loan. The Bank has a policy that requires that it separately validate that each residential mortgage loan was underwritten consistent with the underwriting requirements of the final investor or market standards prior to advancing funds. The Bank is repaid with the proceeds received from sale of the mortgage loan to the final investor.

Municipal - Municipal loans consists of loans made to counties, municipalities and political subdivisions. The source of repayment for these loans is either general revenue of the municipality or revenues of the project being financed by the loan. These loans may be secured by real estate, machinery, equipment or assignment of certain revenues.

Premium Finance - Premium finance provides loans for the acquisition of certain commercial insurance policies. Repayment of these loans is dependent on the cash flow of the insured which can be affected by changes in economic conditions. The Bank has procedures in place to cancel the insurance policy after default by the borrower to minimize the risk of loss.

Real Estate - Construction and Development - Construction and development loans include loans for the development of residential neighborhoods, one-to-four family home residential construction loans to builders and consumers, and commercial real estate construction loans, primarily for owner-occupied and investment properties. The Company limits its construction lending risk through adherence to established underwriting procedures.

Real Estate - Commercial and Farmland - Commercial real estate loans include loans secured by owner-occupied commercial buildings for office, storage, retail, farmland and warehouse space. They also include non-owner occupied commercial buildings such as leased retail and office space. Commercial real estate loans may be larger in size and may involve a greater degree of risk than one-to-four family residential mortgage loans. Payments on such loans are often dependent on successful operation or management of the properties.

Real Estate - Residential - The Company's residential loans represent permanent mortgage financing and are secured by residential properties located within the Bank's market areas. Residential real estate loans also include purchased loan pools secured by residential properties located outside the Bank's market area.

Discounted Cash Flow Method

The Company uses the discounted cash flow method to estimate expected credit losses for the commercial, financial and agricultural, consumer installment, real estate - construction and development, real estate - commercial and farmland and real estate - residential loan segments. For each of these loan segments, the Company generates cash flow projections at the instrument level wherein payment expectations are adjusted for estimated prepayment speed, curtailments, time to recovery, probability of default, and loss given default. The modeling of expected prepayment speeds, curtailment rates, and time to recovery are based on historical internal data adjusted based upon peer data.

The Company uses regression analysis of historical internal and peer data to determine suitable loss drivers to utilize when modeling lifetime probability of default and loss given default. This analysis also determines how expected probability of default and loss given default will react to forecasted levels of the loss drivers. For all loan pools utilizing the DCF method, the Company uses a combination of national and regional data including gross domestic product, home price indices, unemployment rates, retail sales, and rental vacancy rates depending on the nature of the underlying loan pool and how well that loss driver correlates to expected future losses.

For all DCF models, management has determined that four quarters represents a reasonable and supportable forecast period and reverts back to a historical loss rate over four quarters on a straight-line basis. Management leverages economic projections from a reputable and independent third party to inform its loss driver forecasts over the four-quarter forecast period. Other internal and external indicators of economic forecasts are also considered by management when developing the forecast metrics.

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The combination of adjustments for credit expectations (default and loss) and timing expectations (prepayment, curtailment, and time to recovery) produces an expected cash flow stream at the instrument level. Instrument effective yield is calculated, net of the impacts of prepayment assumptions, and the instrument expected cash flows are then discounted at that effective yield to produce an instrument-level net present value of expected cash flows (“NPV”). An ACL is established for the difference between the instrument’s NPV and amortized cost basis.

Vintage Method

The Company uses a vintage method to estimate expected credit losses for the indirect automobile loans segment. The Company’s vintage analysis is based on loss rates by origination date and includes data on loan amounts, loan charge-offs and recoveries by date. Using this information, vintage tables are created to evaluate loss rate patterns and develop estimated losses by vintage year. Once the tables have been calculated, reserves are estimated by multiplying the balance of a given origination year by the remaining loss to be experienced by that vintage.

PD×LGD Method

The Company uses the PD×LGD method to estimate expected credit losses (“EL”) for the premium finance and municipal loan segments. Under the PD×LGD method, the loss rate is a function of two components: (1) the lifetime default rate (“PD”); and (2) the loss given default (“LGD”). For the premium finance loan segment, calculations of lifetime default rates and corresponding loss given default rates of static pools are performed. The PD×LGD method uses the default rates and loss given default rates of different static pools to quantify the relationship between those rates and the credit mix of the pools and applies that relationship on a going forward basis. The Company has not incurred any historical defaults or charge offs in its municipal portfolio. Therefore, in lieu of historical loss rates, the Company applies historical benchmarking PD and LGD ratios provided by a reputable and independent third party to the current municipal loan balance.

Qualitative Factors

The Company uses qualitative factors for model risk uncertainty as well as for loan segment specific risks that cannot be addressed in the quantitative methods. In particular, the warehouse loan segment uses a qualitative factor for fraud losses based upon historical fraud loss data since the Company has not experienced any credit related losses in this loan segment to date.

Individually Evaluated Assets

Loans that do not share risk characteristics are evaluated on an individual basis. For collateral dependent financial assets where the Company has determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and the Company expects repayment of the financial asset to be provided substantially through the operation or sale of the collateral, the ACL is measured based on the difference between the fair value of the collateral and the amortized cost basis of the asset as of the measurement date. When repayment is expected to be from the operation of the collateral, expected credit losses are calculated as the amount by which the amortized cost basis of the financial asset exceeds the present value of expected cash flows from the operation of the collateral. When repayment is expected to be from the sale of the collateral, expected credit losses are calculated as the amount by which the amortized costs basis of the financial asset exceeds the fair value of the underlying collateral less estimated cost to sell. The ACL may be zero if the fair value of the collateral at the measurement date exceeds the amortized cost basis of the financial asset.

The Company’s estimate of the ACL reflects losses expected over the remaining contractual life of the assets. The contractual term does not consider extensions, renewals or modifications unless the Company has identified an expected troubled debt restructuring.

A loan that has been modified or renewed is considered a troubled debt restructuring (“TDR”) when two conditions are met: (1) the borrower is experiencing financial difficulty; and (2) concessions are made for the borrower's benefit that would not otherwise be considered for a borrower or transaction with similar credit risk characteristics. The Company’s ACL reflects all effects of a TDR when an individual asset is specifically identified as a reasonably expected TDR. The Company has determined that a TDR is reasonably expected no later than the point when the lender concludes that modification is the best course of action and it is at least reasonably possible that the troubled borrower will accept some form of concession from the lender to avoid a default. Reasonably expected TDRs and executed non-performing TDRs are evaluated individually to determine the required ACL. TDRs performing in accordance with their modified contractual terms for a reasonable period of time may be included in the Company’s existing pools based on the underlying risk characteristics of the loan to measure the ACL.

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Loan Commitments and Allowance for Credit Losses on Off-Balance Sheet Credit Exposures

Financial instruments include off-balance sheet credit instruments, such as commitments to make loans and commercial letters of credit issued to meet customer financing needs. The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for off-balance sheet loan commitments is represented by the contractual amount of those instruments. Such financial instruments are recorded when they are funded.

The Company records an allowance for credit losses on off-balance sheet credit exposures, unless the commitments to extend credit are unconditionally cancelable, through a charge to provision for unfunded commitments in the Company’s consolidated statements of income. The ACL on off-balance sheet credit exposures is estimated by loan segment at each balance sheet date under the current expected credit loss model using the same methodologies as portfolio loans, taking into consideration the likelihood that funding will occur as well as any third-party guarantees and is included in other liabilities on the Company’s consolidated balance sheets.

Guidance on Non-TDR Loan Modifications due to COVID-19

In April 2020, various regulatory agencies, including the Board of Governors of the Federal Reserve System (the "FRB") and the Federal Deposit Insurance Corporation (the "FDIC"), issued a revised interagency statement encouraging financial institutions to work with customers affected by the novel coronavirus pandemic (“COVID-19”) and providing additional information regarding loan modifications. The revised interagency statement clarifies the interaction between the interagency statement issued on March 22, 2020 and the temporary relief provided by Section 4013 of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). Section 4013 of the CARES Act allows financial institutions to suspend the requirements to classify certain loan modifications as TDRs. The revised statement also provides supervisory interpretations on past due and nonaccrual regulatory reporting of loan modification programs and regulatory capital. This interagency guidance is expected to reduce the number of TDRs that will be reported in future periods; however, the amount is indeterminable and will depend on future developments, which are highly uncertain and cannot be accurately predicted, including the scope and duration of the pandemic and actions taken by governmental authorities and other third parties in response to the pandemic.

Accounting Standards Pending Adoption

ASU No. 2020-04 – Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2020-04"). ASU 2020-04 provides optional guidance, for a limited time, to ease the potential burden in accounting for or recognizing the effects of reference rate reform on financial reporting. The amendments, which are elective, provide expedients and exceptions for applying GAAP to contract modifications and hedging relationships affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference LIBOR or another reference rate that is expected to be discontinued due to reference rate reform. The optional expedients for contract modifications apply consistently for all contracts or transactions within the relevant Codification Topic, Subtopic, or Industry Subtopic that contains the guidance that otherwise would be required to be applied, while those for hedging relationships can be elected on an individual hedging relationship basis. Because the guidance is intended to assist stakeholders during the global market-wide reference rate transition period, it is in effect for a limited time, from March 12, 2020 through December 31, 2022. The Company has established a working committee with representatives from relevant functional areas to inventory the contracts and accounts that are tied to LIBOR and develop a transition plan for the affected items. The Company is currently evaluating the impact of adopting ASU 2020-04 on the consolidated financial statements.

ASU 2019-12 – Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12"). ASU 2019-12 simplifies the accounting for income taxes by removing certain technical exceptions. ASU 2019-12 also clarifies and amends the accounting for income taxes in certain areas including, among others: (i) franchise taxes that are partially based on income; (ii) whether step ups in the tax basis of goodwill should be considered part of the acquisition to which it related or recognized as a separate transaction; and (iii) requiring the effect of an enacted change in tax laws or rates to be reflected in the annual effective tax rate computation in the interim period that includes the enactment date. The Company expects to apply the amendments in this update on a modified retrospective basis for the provision related to franchise taxes and prospectively for all other amendments. ASU 2019-12 is effective for interim and annual periods beginning after December 15, 2020. Early adoption is permitted. The Company is currently evaluating the impact this ASU will have on the Company’s consolidated balance sheet, consolidated statement of income and comprehensive income, consolidated statement of shareholders’ equity and consolidated statement of cash flows, but it is not expected to have a material impact.

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NOTE 2 – BUSINESS COMBINATIONS

In accounting for business combinations, the Company uses the acquisition method of accounting in accordance with ASC 805, Business Combinations. Under the acquisition method of accounting, assets acquired, liabilities assumed and consideration exchanged are recorded at their respective acquisition date fair values. Any identifiable intangible assets that are acquired in a business combination are recognized at fair value on the acquisition date. Identifiable intangible assets are recognized separately if they arise from contractual or other legal rights or if they are separable (i.e., capable of being sold, transferred, licensed, rented or exchanged separately from the entity). If the consideration given exceeds the fair value of the net assets received, goodwill is recognized. Determining the fair value of assets and liabilities is a complicated process involving significant judgment regarding methods and assumptions used to calculate estimated fair values. Fair values are subject to refinement for up to one year after the closing date of the acquisition as additional information regarding the closing date fair values becomes available. In addition, management will assess and record the deferred tax assets and deferred tax liabilities resulting from differences in the carrying value of acquired assets and assumed liabilities for financial reporting purposes and their basis for income tax purposes, including acquired net operating loss carryforwards and other acquired assets with built-in losses that are expected to be settled or otherwise recovered in future periods where the realization of such benefits would be subject to applicable limitations under Section 382 of the Internal Revenue Code of 1986, as amended.

Fidelity Southern Corporation

On July 1, 2019, the Company completed its acquisition of Fidelity Southern Corporation ("Fidelity"), a bank holding company headquartered in Atlanta, Georgia. Upon consummation of the acquisition, Fidelity was merged with and into the Company, with Ameris as the surviving entity in the merger, and Fidelity's wholly owned banking subsidiary, Fidelity Bank, was merged with and into the Bank, with the Bank surviving. The acquisition expanded the Company's existing market presence in Georgia and Florida, as Fidelity Bank had a total of 62 branches at the time of closing, 46 of which were located in Georgia and 16 of which were located in Florida. Under the terms of the merger agreement, Fidelity's shareholders received 0.80 shares of Ameris common stock for each share of Fidelity common stock they previously held. As a result, the Company issued 22,181,522 shares of its common stock at a fair value of $869.3 million to Fidelity's shareholders as merger consideration.

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The following table presents the assets acquired and liabilities assumed of Fidelity as of July 1, 2019, and their fair value estimates. The fair value estimates were subject to refinement for up to one year after the closing date of the acquisition for new information obtained about facts and circumstances that existed at the acquisition date. The Company finalized its fair value adjustments during the second quarter of 2020.
(dollars in thousands) As Recorded
by Fidelity
Initial
Fair Value
Adjustments
Subsequent
Adjustments
As Recorded
by Ameris
Assets
Cash and due from banks $ 26,264    $ —    $ (2,417)   (o) $ 23,847   
Federal funds sold and interest-bearing deposits in banks 217,936    —    —    217,936   
Investment securities 299,341    (1,444)   (a) —    297,897   
Other investments 7,449    —    —    7,449   
Loans held for sale 328,657    (1,290)   (b) 250    (p) 327,617   
Loans 3,587,412    (79,002)   (c) 3,852    (q) 3,512,262   
Less allowance for loan losses (31,245)   31,245    (d) —    —   
     Loans, net 3,556,167    (47,757)   3,852    3,512,262   
Other real estate owned 7,605    (427)   (e) —    7,178   
Premises and equipment 93,662    11,407    (f) (3,820)   (r) 101,249   
Other intangible assets, net 10,670    39,940    (g) —    50,610   
Cash value of bank owned life insurance 72,328    —    —    72,328   
Deferred income taxes, net 104    (104)   (h) —    —   
Other assets 157,863    998    (i) (17,138)   (s) 141,723   
     Total assets $ 4,778,046    $ 1,323    $ (19,273)   $ 4,760,096   
Liabilities
Deposits:
     Noninterest-bearing $ 1,301,829    $ —    $ (2,114)   (t) $ 1,299,715   
     Interest-bearing 2,740,552    942    (j) —    2,741,494   
          Total deposits 4,042,381    942    (2,114)   4,041,209   
Securities sold under agreements to repurchase 22,345    —    —    22,345   
Other borrowings 149,367    2,265    (k) (300)   (u) 151,332   
Subordinated deferrable interest debentures 46,393    (9,675)   (l) —    36,718   
Deferred tax liability, net 12,222    (11,401)   (m) 497    (v) 1,318   
Other liabilities 65,027    538    (n) (839)   (w) 64,726   
     Total liabilities 4,337,735    (17,331)   (2,756)   4,317,648   
Net identifiable assets acquired over (under) liabilities assumed 440,311    18,654    (16,517)   442,448   
Goodwill —    410,348    16,517    426,865   
Net assets acquired over liabilities assumed $ 440,311    $ 429,002    $ —    $ 869,313   
Consideration:
     Ameris Bancorp common shares issued 22,181,522   
     Price per share of the Company's common stock 39.19   
          Company common stock issued $ 869,294   
          Cash exchanged for shares $ 19   
     Fair value of total consideration transferred $ 869,313   
____________________________________________________________

Explanation of fair value adjustments
(a)Adjustment reflects the fair value adjustments of the portfolio of investment securities as of the acquisition date.
(b)Adjustment reflects the fair value adjustments based on the Company's evaluation of the acquired loans held for sale.
(c)Adjustment reflects the fair value adjustments based on the Company's evaluation of the acquired loan portfolio, net of the reversal of Fidelity's unamortized accounting adjustments from Fidelity's prior acquisitions, loan premiums, loan discounts, deferred loan origination costs and deferred loan origination fees.
(d)Adjustment reflects the elimination of Fidelity's allowance for loan losses.
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(e)Adjustment reflects the fair value adjustment based on the Company's evaluation of the acquired OREO portfolio.
(f)Adjustment reflects the fair value adjustments based on the Company's evaluation of the acquired premises and equipment.
(g)Adjustment reflects the recording of core deposit intangible on the acquired core deposit accounts, net of reversal of Fidelity's remaining intangible assets from its past acquisitions.
(h)Adjustment reflects the reclassification of Fidelity's deferred tax asset against the deferred tax liability.
(i)Adjustment reflects the fair value adjustment to other assets.
(j)Adjustment reflects the fair value adjustments based on the Company's evaluation of the acquired deposits.
(k)Adjustment reflects the fair value adjustment to the other borrowings at the acquisition date, net of reversal of Fidelity's unamortized deferred issuance costs.
(l)Adjustment reflects the fair value adjustment to the subordinated deferrable interest debentures at the acquisition date.
(m)Adjustment reflects the deferred taxes on the differences in the carrying values of acquired assets and assumed liabilities for financial reporting purposes and their basis for federal income tax purposes and reclassification of Fidelity's deferred tax asset against the deferred tax liability.
(n)Adjustment reflects the fair value adjustments based on the Company's evaluation of the acquired other liabilities.
(o)Subsequent to acquisition, cash and due from banks were adjusted for Fidelity reconciling items.
(p)Adjustment reflects additional recording of fair value adjustments to loans held for sale.
(q)Adjustment reflects additional recording of fair value adjustments of the acquired loan portfolio.
(r)Adjustment reflects additional recording of fair value adjustments to premises and equipment.
(s)Adjustment reflects additional recording of fair value adjustments to other assets and includes a reclassification of deferred income taxes to current income taxes.
(t)Subsequent to acquisition, noninterest-bearing deposits were adjusted for Fidelity reconciling items.
(u)Adjustment reflects additional recording of fair value adjustments to other borrowings.
(v)Adjustment reflects additional recording of deferred taxes on the differences in the carrying values of acquired assets and assumed liabilities for financial reporting purposes and their basis for federal income tax purposes and includes a reclassification of deferred income taxes to current income taxes.
(w)Adjustment reflects additional recording of fair value adjustments to other liabilities.

Goodwill of $426.9 million, which is the excess of the purchase price over the fair value of net assets acquired, was recorded in the Fidelity acquisition and is the result of expected operational synergies and other factors. This goodwill is not expected to be deductible for tax purposes.

In the acquisition, the Company purchased $3.51 billion of loans at fair value, net of $75.2 million, or 2.09%, estimated discount to the acquired carrying value. Of the total loans acquired, management identified $121.3 million that were considered to be credit impaired and were accounted for under ASC Topic 310-30 prior to the adoption of ASC 326 on January 1, 2020. The table below summarizes the total contractually required principal and interest cash payments, management’s estimate of expected total cash payments and fair value of the loans as of the acquisition date for purchased credit impaired loans. Contractually required principal and interest payments have been adjusted for estimated prepayments.

(dollars in thousands)
Contractually required principal and interest $ 191,534   
Non-accretable difference (23,058)  
Cash flows expected to be collected 168,476   
Accretable yield (47,173)  
Total purchased credit-impaired loans acquired $ 121,303   

The following table presents the acquired loan data for the Fidelity acquisition.
(dollars in thousands) Fair Value of
Acquired Loans at
Acquisition Date
Gross Contractual
Amounts Receivable
at Acquisition Date
Estimate at
Acquisition Date of
Contractual Cash
Flows Not Expected
to be Collected
Acquired receivables subject to ASC 310-30 $ 121,303    $ 191,534    $ 23,058   
Acquired receivables not subject to ASC 310-30 $ 3,390,959    $ 4,217,890    $ 33,076   
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Pro Forma Financial Information

The results of operations of Fidelity subsequent to its acquisition date are included in the Company’s consolidated statements of income and comprehensive income. The following unaudited pro forma information reflects the Company’s estimated consolidated results of operations as if the acquisitions had occurred on January 1, 2019, unadjusted for potential cost savings. Merger and conversion charges are not included in the pro forma information below.
Three Months Ended
June 30,
Six Months Ended
June 30,
(dollars in thousands, except per share data; shares in thousands) 2020 2019 2020 2019
Net interest income and noninterest income $ 284,774    $ 200,132    $ 357,890    $ 392,386   
Net income $ 32,943    $ 44,495    $ 52,693    $ 92,348   
Net income available to common shareholders $ 32,943    $ 44,495    $ 52,693    $ 92,348   
Income per common share available to common shareholders – basic $ 0.48    $ 0.64    $ 0.76    $ 1.33   
Income per common share available to common shareholders – diluted $ 0.48    $ 0.64    $ 0.76    $ 1.33   
Average number of shares outstanding, basic 69,192    69,492    69,235    69,535   
Average number of shares outstanding, diluted 69,293    69,519    69,413    69,576   

NOTE 3 – INVESTMENT SECURITIES
 
The amortized cost and estimated fair value of securities available for sale along with gross unrealized gains and losses are summarized as follows:
(dollars in thousands) Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Fair
Value
June 30, 2020
U.S. government sponsored agencies $ 17,207    $ 474    $ —    $ 17,681   
State, county and municipal securities 90,012    3,186    —    93,198   
Corporate debt securities 51,680    701    (68)   52,313   
SBA pool securities 67,241    2,815    (114)   69,942   
Mortgage-backed securities 962,445    43,471    (154)   1,005,762   
Total debt securities $ 1,188,585    $ 50,647    $ (336)   $ 1,238,896   
December 31, 2019
U.S. government sponsored agencies $ 22,246    $ 116    $ —    $ 22,362   
State, county and municipal securities 102,952    2,310    (2)   105,260   
Corporate debt securities 51,720    1,281    (2)   52,999   
SBA pool securities 73,704    617    (409)   73,912   
Mortgage-backed securities 1,129,816    19,937    (883)   1,148,870   
Total debt securities $ 1,380,438    $ 24,261    $ (1,296)   $ 1,403,403   

The amortized cost and estimated fair value of debt securities available for sale securities as of June 30, 2020, by contractual maturity are shown below. Maturities may differ from contractual maturities in mortgage-backed securities because the mortgages underlying these securities may be called or repaid without penalty. Therefore, these securities are not included in the maturity categories in the following maturity summary:
(dollars in thousands)
Amortized
Cost
Estimated
Fair
Value
Due in one year or less $ 32,971    $ 33,230   
Due from one year to five years 54,049    55,792   
Due from five to ten years 79,549    82,322   
Due after ten years 59,571    61,790   
Mortgage-backed securities 962,445    1,005,762   
  $ 1,188,585    $ 1,238,896   
 
Securities with a carrying value of approximately $586.0 million serve as collateral to secure public deposits, securities sold under agreements to repurchase and for other purposes required or permitted by law at June 30, 2020, compared with $679.6 million at December 31, 2019.
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The following table shows the gross unrealized losses and estimated fair value of securities aggregated by category and length of time that securities have been in a continuous unrealized loss position at June 30, 2020 and December 31, 2019.
  Less Than 12 Months 12 Months or More Total
(dollars in thousands) Estimated
Fair
Value
Unrealized
Losses
Estimated
Fair
Value
Unrealized
Losses
Estimated
Fair
Value
Unrealized
Losses
June 30, 2020            
Corporate debt securities $ 16,932    $ (68)   $ —    $ —    $ 16,932    $ (68)  
SBA pool securities 250    (1)   4,202    (113)   4,452    (114)  
Mortgage-backed securities 33,274    (154)     —    33,276    (154)  
Total debt securities $ 50,456    $ (223)   $ 4,204    $ (113)   $ 54,660    $ (336)  
December 31, 2019            
State, county and municipal securities $ 803    $ (2)   $ —    $ —    $ 803    $ (2)  
Corporate debt securities 2,573    (2)   —    —    2,573    (2)  
SBA pool securities 28,521    (285)   4,825    (124)   33,346    (409)  
Mortgage-backed securities 99,279    (416)   52,326    (467)   151,605    (883)  
Total debt securities $ 131,176    $ (705)   $ 57,151    $ (591)   $ 188,327    $ (1,296)  
 
As of June 30, 2020, the Company’s security portfolio consisted of 536 securities, 30 of which were in an unrealized loss position. At June 30, 2020, the Company held 19 mortgage-backed securities that were in an unrealized loss position, all of which were issued by U.S. government-sponsored entities and agencies. At June 30, 2020, the Company held seven SBA pool securities and four corporate securities that were in an unrealized loss position.

During 2020 and 2019, the Company received timely and current interest and principal payments on all of the securities classified as corporate debt securities. The Company’s investments in subordinated debt include investments in regional and super-regional banks on which the Company prepares regular analysis through review of financial information and credit ratings. Investments in preferred securities are also concentrated in the preferred obligations of regional and super-regional banks through non-pooled investment structures. The Company did not have investments in “pooled” trust preferred securities at June 30, 2020 or December 31, 2019.
 
Management and the Company’s Asset and Liability Committee (the “ALCO Committee”) evaluate securities in an unrealized loss position on at least a quarterly basis, and more frequently when economic or market concerns warrant such evaluation, to determine if credit-related impairment exists. Management first evaluates whether they intend to sell or more likely than not will be required to sell an impaired security before recovering its amortized cost basis. If either criteria is met, the entire amount of unrealized loss is recognized in earnings with a corresponding adjustment to the security's amortized cost basis. If either of the above criteria is not met, management evaluates whether the decline in fair value is attributable to credit or resulted from other factors. The Company does not intend to sell these investment securities at an unrealized loss position at June 30, 2020, and it is more likely than not that the Company will not be required to sell these securities prior to recovery or maturity. Based on the results of management's review, at June 30, 2020, management believes the unrealized losses have resulted from factors other than credit and no allowance for credit losses was recorded.
 
At June 30, 2020 and December 31, 2019, all of the Company’s mortgage-backed securities were obligations of government-sponsored agencies.
 
The following table is a summary of sales activities in the Company’s investment securities available for sale for the six months ended June 30, 2020 and 2019:
(dollars in thousands) June 30, 2020 June 30, 2019
Gross gains on sales of securities $ —    $ 522   
Gross losses on sales of securities —    (464)  
Net realized gains on sales of securities available for sale $ —    $ 58   
Sales proceeds $ —    $ 64,995   

17


Total gain on securities reported on the consolidated statements of income and comprehensive income is comprised of the following for the six months ended June 30, 2020 and 2019:
(dollars in thousands) June 30, 2020 June 30, 2019
Net realized gains on sales of securities available for sale $ —    $ 58   
Unrealized holding gains on equity securities   15   
Net realized gains on sales of other investments —    62   
Total gain on securities $   $ 135   

NOTE 4 – LOANS

The Bank engages in a full complement of lending activities, including real estate-related loans, agriculture-related loans, commercial and financial loans and consumer installment loans within select markets in Georgia, Alabama, Florida and South Carolina. The Bank purchased residential mortgage loan pools during 2015 and 2016 collateralized by properties located outside our Southeast markets, specifically in California, Washington and Illinois. During the third quarter of 2016, the Bank began purchasing from unrelated third parties consumer installment home improvement loans made to borrowers throughout the United States. The Bank also offers certain SBA and commercial insurance premium finance loans nationally. Loans oustanding under the SBA's Paycheck Protection Program ("PPP") are reported in the commercial, financial and agricultural loan category.

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

Loans are stated at amortized cost. Balances within the major loans receivable categories are presented in the following table:
(dollars in thousands) June 30, 2020 December 31, 2019
Commercial, financial and agricultural $ 1,839,921    $ 802,171   
Consumer installment 575,782    498,577   
Indirect automobile 739,543    1,061,824   
Mortgage warehouse 748,853    526,369   
Municipal 731,508    564,304   
Premium finance 690,584    654,669   
Real estate – construction and development 1,641,744    1,549,062   
Real estate – commercial and farmland 4,804,420    4,353,039   
Real estate – residential 2,730,802    2,808,461   
  $ 14,503,157    $ 12,818,476   
 
The following is a summary of changes in the accretable discounts of purchased loans during the six months ended June 30, 2019:
(dollars in thousands) June 30, 2019
Balance, January 1 $ 40,496   
Additions due to acquisitions —   
Accretion (6,125)  
Accretable discounts removed due to charge-offs —   
Transfers between non-accretable and accretable discounts, net (2,291)  
Ending balance $ 32,080   
 
18


Nonaccrual and Past-Due Loans

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

The following table presents an analysis of loans accounted for on a nonaccrual basis:
(dollars in thousands) June 30, 2020 December 31, 2019
Commercial, financial and agricultural $ 11,032    $ 9,236   
Consumer installment 1,186    831   
Indirect automobile 1,643    1,746   
Premium finance —    600   
Real estate – construction and development 1,913    1,988   
Real estate – commercial and farmland 21,874    23,797   
Real estate – residential 40,097    36,926   
  $ 77,745    $ 75,124   

There was no interest income recognized on nonaccrual loans during the six months ended June 30, 2020.

The following table presents an analysis of nonaccrual loans with no related allowance for credit losses:

(dollars in thousands) June 30, 2020
Commercial, financial and agricultural $ 1,081   
Real estate – commercial and farmland 9,632   
Real estate – residential 10,367   
$ 21,080   


19


The following table presents an analysis of past-due loans as of June 30, 2020 and December 31, 2019:
(dollars in thousands) Loans
30-59
Days Past
Due
Loans
60-89
Days
Past Due
Loans 90
or More
Days Past
Due
Total
Loans
Past Due
Current
Loans
Total
Loans
Loans 90
Days or
More Past
Due and
Still
Accruing
June 30, 2020              
Commercial, financial and agricultural $ 802    $ 1,917    $ 6,246    $ 8,965    $ 1,830,956    $ 1,839,921    $ —   
Consumer installment 1,699    1,691    2,173    5,563    570,219    575,782    1,377   
Indirect automobile 1,458    597    1,528    3,583    735,960    739,543    24   
Mortgage warehouse —    —    —    —    748,853    748,853    —   
Municipal —    —    —    —    731,508    731,508    —   
Premium finance 5,141    6,767    11,928    23,836    666,748    690,584    11,928   
Real estate – construction and development 8,064    1,359    3,523    12,946    1,628,798    1,641,744    1,795   
Real estate – commercial and farmland 890    1,910    15,517    18,317    4,786,103    4,804,420    —   
Real estate – residential 20,601    6,507    34,637    61,745    2,669,057    2,730,802     
Total $ 38,655    $ 20,748    $ 75,552    $ 134,955    $ 14,368,202    $ 14,503,157    $ 15,126   
December 31, 2019              
Commercial, financial and agricultural $ 3,609    $ 2,251    $ 6,484    $ 12,344    $ 789,827    $ 802,171    $ —   
Consumer installment 3,488    1,336    1,452    6,276    492,301    498,577    922   
Indirect automobile 5,978    1,067    1,522    8,567    1,053,257    1,061,824    21   
Mortgage warehouse —    —    —    —    526,369    526,369    —   
Municipal —    —    —    —    564,304    564,304    —   
Premium finance 13,801    8,022    5,411    27,234    627,435    654,669    4,811   
Real estate – construction and development 7,785    1,224    1,583    10,592    1,538,470    1,549,062    —   
Real estate – commercial and farmland 7,404    3,405    15,598    26,407    4,326,632    4,353,039    —   
Real estate – residential 46,226    15,277    31,083    92,586    2,715,875    2,808,461    —   
Total $ 88,291    $ 32,582    $ 63,133    $ 184,006    $ 12,634,470    $ 12,818,476    $ 5,754   

Collateral-Dependent Loans

Collateral-dependent loans are loans where repayment is expected to be provided solely by the underlying collateral and there are no other available and reliable sources of repayment. These loans are written down to the lower of cost or collateral value less estimated selling costs. As of June 30, 2020, there were $102.1 million of collateral-dependent loans which are primarily secured by real estate, equipment and receivables.
 
20


Impaired Loans

Prior to the adoption of ASU 2016-13, loans were considered impaired when, based on current information and events, it was probable the Company would be unable to collect all amounts due in accordance with the original contractual terms of the loan agreements. Impaired loans include loans on nonaccrual status and accruing troubled debt restructurings. When determining if the Company would be unable to collect all principal and interest payments due in accordance with the contractual terms of the loan agreement, the Company considered the borrower’s capacity to pay, which included such factors as the borrower’s current financial statements, an analysis of global cash flow sufficient to pay all debt obligations and an evaluation of secondary sources of repayment, such as guarantor support and collateral value. The Company individually assessed for impairment all nonaccrual loans greater than $100,000 and all troubled debt restructurings greater than $100,000 (including all troubled debt restructurings, whether or not currently classified as such). The tables below include all loans deemed impaired, whether or not individually assessed for impairment. If a loan was deemed impaired, a specific valuation allowance was allocated, if necessary, so that the loan was reported net, at the present value of estimated future cash flows using the loan’s existing rate or at the fair value of collateral if repayment was expected solely from the collateral. Interest payments on impaired loans were typically applied to principal unless collectability of the principal amount was reasonably assured, in which case interest was recognized on a cash basis.
 
The following is a summary of information pertaining to impaired loans: 
  As of and for the Period Ended
(dollars in thousands) December 31, 2019 June 30, 2019
Nonaccrual loans $ 75,124    $ 41,479   
Troubled debt restructurings not included above 29,609    31,383   
Total impaired loans $ 104,733    $ 72,862   
Quarter-to-date interest income recognized on impaired loans $ 1,201    $ 1,171   
Year-to-date interest income recognized on impaired loans $ 4,131    $ 2,025   
Quarter-to-date foregone interest income on impaired loans $ 1,044    $ 750   
Year-to-date foregone interest income on impaired loans $ 4,100    $ 1,478   
 
The following table presents an analysis of information pertaining to impaired loans as of December 31, 2019 and June 30, 2019:
(dollars in thousands) Unpaid
Contractual
Principal
Balance
Recorded
Investment
With No
Allowance
Recorded
Investment
With
Allowance
Total
Recorded
Investment
Related
Allowance
Three
Month
Average
Recorded
Investment
Twelve
Month
Average
Recorded
Investment
December 31, 2019              
Commercial, financial and agricultural $ 18,438    $ 1,911    $ 7,840    $ 9,751    $ 1,542    $ 9,073    $ 6,287   
Consumer installment 2,179    839    —    839    —    420    767   
Indirect automobile 1,845    1,746    —    1,746    —    1,481    592   
Premium finance 757    —    757    757    156    758    524   
Real estate – construction and development 4,893    1,319    1,605    2,924    204    5,277    7,278   
Real estate – commercial and farmland 42,515    12,147    18,381    30,528    953    30,749    23,280   
Real estate – residential 62,675    13,413    44,775    58,188    3,592    70,723    51,817   
Total $ 133,302    $ 31,375    $ 73,358    $ 104,733    $ 6,447    $ 118,481    $ 90,545   

21


(dollars in thousands) Unpaid
Contractual
Principal
Balance
Recorded
Investment
With No
Allowance
Recorded
Investment
With
Allowance
Total
Recorded
Investment
Related 
Allowance
Three
 Month
Average
Recorded
Investment
Six  Month Average Recorded Investment
June 30, 2019              
Commercial, financial and agricultural $ 13,097    $ 1,632    $ 3,407    $ 5,039    $ 634    $ 5,196    $ 4,430   
Consumer installment 1,034    932    —    932    —    982    998   
Premium finance 1,104    913    191    1,104    10    552    368   
Real estate – construction and development 16,219    2,059    7,279    9,338    498    8,834    8,612   
Real estate – commercial and farmland 20,075    1,951    16,125    18,076    1,984    17,846    18,301   
Real estate – residential 41,025    12,221    26,152    38,373    1,880    39,416    39,213   
Total $ 92,554    $ 19,708    $ 53,154    $ 72,862    $ 5,006    $ 72,826    $ 71,922   
 
22


Credit Quality Indicators

The Company uses a nine category risk grading system to assign a risk grade to each loan in the portfolio. The following is a description of the general characteristics of the grades:
 
Grade 1 – Prime Credit – This grade represents loans to the Company’s most creditworthy borrowers or loans that are secured by cash or cash equivalents.
 
Grade 2 – Strong Credit – This grade includes loans that exhibit one or more characteristics better than that of a Good Credit. Generally, the debt service coverage and borrower’s liquidity is materially better than required by the Company’s loan policy.
 
Grade 3 – Good Credit – This grade is assigned to loans to borrowers who exhibit satisfactory credit histories, contain acceptable loan structures and demonstrate ability to repay.

Grade 4 – Satisfactory Credit – This grade includes loans which exhibit all the characteristics of a Good Credit, but warrant more than normal level of banker supervision due to (i) circumstances which elevate the risks of performance (such as start-up operations, untested management, heavy leverage and interim losses); (ii) adverse, extraordinary events that have affected, or could affect, the borrower’s cash flow, financial condition, ability to continue operating profitability or refinancing (such as death of principal, fire and divorce); (iii) loans that require more than the normal servicing requirements (such as any type of construction financing, acquisition and development loans, accounts receivable or inventory loans and floor plan loans); (iv) existing technical exceptions which raise some doubts about the Bank’s perfection in its collateral position or the continued financial capacity of the borrower; or (v) improvements in formerly criticized borrowers, which may warrant banker supervision.
 
Grade 5 – Fair Credit – This grade is assigned to loans that are currently performing and supported by adequate financial information that reflects repayment capacity but exhibits a loan-to-value ratio greater than 110%, based on a documented collateral valuation.

Grade 6 – Other Assets Especially Mentioned – This grade includes loans that exhibit potential weaknesses that deserve management’s close attention. If left uncorrected, these weaknesses may result in deterioration of the repayment prospects for the asset or in the Company’s credit position at some future date.
 
Grade 7 – Substandard – This grade represents loans which are inadequately protected by the current credit worthiness and paying capacity of the borrower or of the collateral pledged, if any. These assets exhibit a well-defined weakness or are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. These weaknesses may be characterized by past due performance, operating losses or questionable collateral values.
 
Grade 8 – Doubtful – This grade includes loans which exhibit all of the characteristics of a substandard loan with the added provision that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable or improbable.
 
Grade 9 – Loss – This grade is assigned to loans which are considered uncollectible and of such little value that their continuance as active assets of the Bank is not warranted. This classification does not mean that the loan has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing it off.
 
23


The following table presents the loan portfolio's amortized cost by class of financing receivable, risk grade and year of origination (in thousands). Generally, current period renewals of credit are underwritten again at the point of renewal and considered current period originations for purposes of the table below. There were no loans risk graded 9 at June 30, 2020.

Term Loans
As of June 30, 2020
2020 2019 2018 2017 2016 Prior Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Loans Amortized Cost Basis Total
Commercial, Financial and Agricultural
Risk Grade:
1 $ 1,040,825    $ 3,753    $ 1,793    $ 690    $ 688    $ 5,800    $ 10,509    $ —    $ 1,064,058   
2 36    1,354    935    3,782    108    2,109    6,043    —    14,367   
3 52,010    62,009    18,813    19,721    9,505    6,450    73,670    —    242,178   
4 50,333    102,834    103,960    60,081    24,471    35,983    95,792    —    473,454   
5 1,020    2,961    2,999    5,944    1,482    3,718    2,784    —    20,908   
6 —    356    1,860    561    248    1,306    1,482    —    5,813   
7 —    744    1,692    2,098    694    4,531    9,384    —    19,143   
Total commercial, financial and agricultural $ 1,144,224    $ 174,011    $ 132,052    $ 92,877    $ 37,196    $ 59,897    $ 199,664    $ —    $ 1,839,921   
Consumer Installment
Risk Grade:
1 $ 3,941    $ 4,734    $ 2,374    $ 845    $ 145    $ 67    $ 1,181    $ —    $ 13,287   
2 —    —    77      2,862    1,187    50    —    4,179   
3 8,284    10,517    4,510    5,298    39,040    25,378    3,222    —    96,249   
4 98,445    120,187    133,148    73,783    18,923    10,625    3,810    —    458,921   
5 50    136    37    38    27    243      —    540   
6 —    14    14      50    78    —    —    160   
7 —    192    150    196    816    965    127    —    2,446   
Total consumer installment $ 110,720    $ 135,780    $ 140,310    $ 80,167    $ 61,863    $ 38,543    $ 8,399    $ —    $ 575,782   
Indirect Automobile
Risk Grade:
2 $ —    $ —    $ 112    $ 38    $ 5,047    $ 3,908    $ —    $ —    $ 9,105   
3 —    47,286    241,703    252,508    112,068    74,214    —    —    727,779   
7 —    93    388    579    638    961    —    —    2,659   
Total indirect automobile $ —    $ 47,379    $ 242,203    $ 253,125    $ 117,753    $ 79,083    $ —    $ —    $ 739,543   
Mortgage Warehouse
Risk Grade:
3 $ —    $ —    $ —    $ —    $ —    $ —    $ 748,853    $ —    $ 748,853   
Total mortgage warehouse $ —    $ —    $ —    $ —    $ —    $ —    $ 748,853    $ —    $ 748,853   
24


Term Loans
As of June 30, 2020
2020 2019 2018 2017 2016 Prior Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Loans Amortized Cost Basis Total
Municipal
Risk Grade:
1 $ 198,131    $ 12,763    $ 37,851    $ 175,644    $ 172,620    $ 115,134    $ —    $ —    $ 712,143   
2 —    —    —    —    —    2,587    —    —    2,587   
3 —    775    —    6,300    —    9,107    —    —    16,182   
4 —    —    —    —    —    596    —    —    596   
Total municipal $ 198,131    $ 13,538    $ 37,851    $ 181,944    $ 172,620    $ 127,424    $ —    $ —    $ 731,508   
Premium Finance
Risk Grade:
2 $ 563,735    $ 111,749    $ 1,203    $ 1,112    $ 262    $ 594    $ —    $ —    $ 678,655   
7 2,781    6,297    10    —    2,841    —    —    —    11,929   
Total premium finance $ 566,516    $ 118,046    $ 1,213    $ 1,112    $ 3,103    $ 594    $ —    $ —    $ 690,584   
Real Estate – Construction and Development
Risk Grade:
3 $ 16,000    $ 18,405    $ 17,828    $ 9,991    $ 4,005    $ 8,759    $ 685    $ —    $ 75,673   
4 288,761    661,716    280,311    120,430    21,001    37,348    92,226    —    1,501,793   
5 171    5,100    2,420    607    17,806    9,447    111    —    35,662   
6 339    2,652    12,421    2,488    527    4,562    —    —    22,989   
7 —      1,190    889    46    3,493    —    —    5,627   
Total real estate – construction and development $ 305,271    $ 687,882    $ 314,170    $ 134,405    $ 43,385    $ 63,609    $ 93,022    $ —    $ 1,641,744   
Real Estate – Commercial and Farmland
Risk Grade:
1 $ —    $ —    $ 198    $ —    $ —    $ —    $ —    $ —    $ 198   
2 1,449    547    578    2,289    4,543    15,895    1,946    —    27,247   
3 275,436    387,436    172,702    219,630    204,796    325,464    73,997    —    1,659,461   
4 220,881    602,402    532,184    418,685    356,739    686,276    33,349    —    2,850,516   
5 5,846    4,685    2,798    26,617    15,162    74,695    566    —    130,369   
6 —    8,254    9,905    13,851    14,933    24,053    730    —    71,726   
7 170    6,096    5,048    8,944    11,173    32,535    937    —    64,903   
Total real estate – commercial and farmland $ 503,782    $ 1,009,420    $ 723,413    $ 690,016    $ 607,346    $ 1,158,918    $ 111,525    $ —    $ 4,804,420   
Real Estate - Residential
Risk Grade:
1 $ —    $ —    $ —    $ —    $ —    $ 23    $ —    $ —    $ 23   
2 —    418    14    126    1,525    61,280    1,768    —    65,131   
3 284,058    541,802    303,447    220,661    177,896    462,308    225,353    2,313    2,217,838   
4 16,675    74,152    43,926    32,278    34,830    105,288    51,186    59    358,394   
5 310    1,453    2,366    3,268    1,499    12,330    3,963    —    25,189   
6 172    1,736    939    62    331    4,180    597    —    8,017   
7 2,836    8,179    11,568    5,120    2,091    19,355    7,061    —    56,210   
Total real estate - residential $ 304,051    $ 627,740    $ 362,260    $ 261,515    $ 218,172    $ 664,764    $ 289,928    $ 2,372    $ 2,730,802   
25




The following table presents the loan portfolio by risk grade as of December 31, 2019 (in thousands): 
Risk
Grade 
Commercial,
Financial and
Agricultural
Consumer Installment Indirect Automobile Mortgage Warehouse Municipal Premium Finance Real Estate -
Construction and
Development
Real Estate -
Commercial and
Farmland
Real Estate -
Residential
Total
1 $ 22,396    $ 13,184    $ —    $ —    $ 552,062    $ —    $ —    $ 208    $ 27    $ 587,877   
2 18,937    1,233    18,354    —    2,690    654,069    17,535    35,299    92,255    840,372   
3 215,180    33,314    1,033,861    526,369    8,925    —    90,124    1,720,039    2,406,587    6,034,399   
4 482,146    449,224    4,009    —    627    —    1,377,674    2,348,083    222,779    4,884,542   
5 33,317    208    —    —    —    —    41,759    133,119    24,618    233,021   
6 4,901    213    —    —    —    —    17,223    53,941    10,132    86,410   
7 25,294    1,191    5,600    —    —    600    4,747    62,350    52,063    151,845   
8 —      —    —    —    —    —    —    —     
9 —      —    —    —    —    —    —    —     
Total $ 802,171    $ 498,577    $ 1,061,824    $ 526,369    $ 564,304    $ 654,669    $ 1,549,062    $ 4,353,039    $ 2,808,461    $ 12,818,476   
 

26


Troubled Debt Restructurings
 
The restructuring of a loan is considered a “troubled debt restructuring” if both (i) the borrower is experiencing financial difficulties and (ii) the Company has granted a concession. Concessions may include interest rate reductions to below market interest rates, principal forgiveness, restructuring amortization schedules and other actions intended to minimize potential losses. The Company has exhibited the greatest success for rehabilitation of the loan by a reduction in the rate alone (maintaining the amortization of the debt) or a combination of a rate reduction and the forbearance of previously past due interest or principal. This has most typically been evidenced in certain commercial real estate loans whereby a disruption in the borrower’s cash flow resulted in an extended past due status, of which the borrower was unable to catch up completely as the cash flow of the property ultimately stabilized at a level lower than its original level. A reduction in rate, coupled with a forbearance of unpaid principal and/or interest, allowed the net cash flows to service the debt under the modified terms.
 
The Company’s policy requires a restructure request to be supported by a current, well-documented credit evaluation of the borrower’s financial condition and a collateral evaluation that is no older than six months from the date of the restructure. Key factors of that evaluation include the documentation of current, recurring cash flows, support provided by the guarantor(s) and the current valuation of the collateral. If the appraisal in the file is older than six months, an evaluation must be made as to the continued reasonableness of the valuation. For certain income-producing properties, current rent rolls and/or other income information can be utilized to support the appraisal valuation, when coupled with documented cap rates within our markets and a physical inspection of the collateral to validate the current condition.
 
The Company’s policy states that in the event a loan has been identified as a troubled debt restructuring, it should be assigned a grade of substandard and placed on nonaccrual status until such time the borrower has demonstrated the ability to service the loan payments based on the restructured terms – generally defined as six months of satisfactory payment history. Missed payments under the original loan terms are not considered under the new structure; however, subsequent missed payments are considered non-performance and are not considered toward the six month required term of satisfactory payment history. The Company’s loan policy states that a nonaccrual loan may be returned to accrual status when (i) none of its principal and interest is due and unpaid, and the Company expects repayment of the remaining contractual principal and interest or (ii) it otherwise becomes well secured and in the process of collection. Restoration to accrual status on any given loan must be supported by a well-documented credit evaluation of the borrower’s financial condition and the prospects for full repayment and approved by the Company’s Chief Credit Officer.
 
In the normal course of business, the Company renews loans with a modification of the interest rate or terms that are not deemed to be troubled debt restructurings because the borrower is not experiencing financial difficulty. The Company modified loans in the first six months of 2020 and 2019 totaling $139.6 million and $107.7 million, respectively, under such parameters.
 
As of June 30, 2020 and December 31, 2019, the Company had a balance of $42.3 million and $35.2 million, respectively, in troubled debt restructurings. The Company has recorded $1.7 million and $1.9 million in previous charge-offs on such loans at June 30, 2020 and December 31, 2019, respectively. The Company’s balance in the allowance for credit losses allocated to such troubled debt restructurings was $2.9 million and $3.7 million at June 30, 2020 and December 31, 2019, respectively. At June 30, 2020, the Company did not have any commitments to lend additional funds to debtors whose terms have been modified in troubled restructurings.
 
27


During the six months ended June 30, 2020 and 2019, the Company modified loans as troubled debt restructurings with principal balances of $11.3 million and $5.3 million, respectively, and these modifications did not have a material impact on the Company’s allowance for credit losses. The following table presents the loans by class modified as troubled debt restructurings which occurred during the six months ended June 30, 2020 and 2019: 
  June 30, 2020 June 30, 2019
Loan Class #
Balance
(in thousands)
#
Balance
(in thousands)
Commercial, financial and agricultural 1 $ 731    1 $  
Consumer installment 4 15    9 62   
Premium finance —    1 191   
Real estate – construction and development 1 20    —   
Real estate – commercial and farmland 1 16    2 214   
Real estate – residential 76 10,496    34 4,794   
Total 83 $ 11,278    47 $ 5,268   
Troubled debt restructurings with an outstanding balance of $1.7 million and $1.9 million defaulted during the six months ended June 30, 2020 and 2019, respectively, and these defaults did not have a material impact on the Company’s allowance for credit losses. The following table presents for loans the troubled debt restructurings by class that defaulted (defined as 30 days past due) during the six months ended June 30, 2020 and 2019: 
  June 30, 2020 June 30, 2019
Loan Class #
Balance
(in thousands)
#
Balance
(in thousands)
Commercial, financial and agricultural 1 $ 200    2 $  
Consumer installment 3   4 24   
Real estate – construction and development 2 285    —   
Real estate – commercial and farmland 2 676    —   
Real estate – residential 8 567    19 1,832   
Total 16 $ 1,732    25 $ 1,860   
 
The following table presents the amount of troubled debt restructurings by loan class classified separately as accrual and nonaccrual at June 30, 2020 and December 31, 2019: 
June 30, 2020 Accruing Loans Non-Accruing Loans
Loan Class #
Balance
(in thousands)
#
Balance
(in thousands)
Commercial, financial and agricultural 7 $ 592    13 $ 1,034   
Consumer installment 13 42    20 67   
Real estate – construction and development 5 919    4 308   
Real estate – commercial and farmland 18 5,252    8 1,877   
Real estate – residential 250 29,935    37 2,231   
Total 293 $ 36,740    82 $ 5,517   

December 31, 2019 Accruing Loans Non-Accruing Loans
Loan Class #
Balance
(in thousands)
#
Balance
(in thousands)
Commercial, financial and agricultural 5 $ 516    17 $ 335   
Consumer installment 4   27 107   
Premium finance 1 156    —   
Real estate – construction and development 6 936    3 253   
Real estate – commercial and farmland 21 6,732    8 2,071   
Real estate – residential 197 21,261    40 2,857   
Total 234 $ 29,609    95 $ 5,623   
 
COVID-19 Deferrals

As of June 30, 2020, the Company modified $2.76 billion in loans for borrowers impacted by the COVID-19 pandemic. These modifications primarily consisted of short-term payment deferrals or interest-only periods to assist customers. Modifications related to the COVID-19 pandemic and qualifying under the provisions of Section 4013 of the CARES Act are not deemed to be troubled debt restructurings.
28


The table below presents short-term deferrals related to the COVID-19 pandemic that were not considered TDRs.

(dollars in thousands) COVID-19 Deferrals Deferrals as a % of total loans
Commercial, financial and agricultural $ 155,310    8.4  %
Consumer installment 15,502    2.7  %
Indirect automobile 65,064    8.8  %
Municipal 2,461    0.3  %
Premium finance 46,496    6.7  %
Real estate – construction and development 192,474    11.7  %
Real estate – commercial and farmland 1,961,513    40.8  %
Real estate – residential 318,881    11.7  %
$ 2,757,701    19.0  %


Allowance for Credit Losses
 
The allowance for credit losses represents an allowance for expected losses over the remaining contractual life of the assets. The contractual term does not consider extensions, renewals or modifications unless the Company reasonably expects to execute a troubled debt restructuring with a borrower. The Company segregates the loan portfolio by type of loan and utilizes this segregation in evaluating exposure to risks within the portfolio.

Loan losses are charged against the allowance when management believes the collection of a loan’s principal is unlikely. Subsequent recoveries are credited to the allowance. Consumer loans are charged off in accordance with the Federal Financial Institutions Examination Council’s (“FFIEC”) Uniform Retail Credit Classification and Account Management Policy. Commercial loans are charged off when they are deemed uncollectible, which usually involves a triggering event within the collection effort. If the loan is collateral dependent, the loss is more easily identified and is charged off when it is identified, usually based upon receipt of an appraisal. However, when a loan has guarantor support, the Company may carry the estimated loss as a reserve against the loan while collection efforts with the guarantor are pursued. If, after collection efforts with the guarantor are complete, the deficiency is still considered uncollectible, the loss is charged off and any further collections are treated as recoveries. In all situations, when a loan is downgraded to an Asset Quality Rating of 9 (Loss per the regulatory guidance), the uncollectible portion is charged off.

During the three and six months ended June 30, 2020, the allowance for credit losses increased primarily due to deterioration in forecasted macroeconomic factors resulting from the COVID-19 pandemic. The current forecast reflects, among other things, a decline in GDP and elevated unemployment levels compared to the forecast at both the time of adoption of ASC 326 on January 1, 2020 and the most recent quarter end of March 31, 2020. In addition, the Company also uses certain qualitative adjustments for specific portfolios as well as model uncertainty.


29


The following tables detail activity in the allowance for credit losses by portfolio segment for the three and six-month periods ended June 30, 2020 and June 30, 2019 and end of period balances by portfolio segment as of June 30, 2020, December 31, 2019 and June 30, 2019. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.

Three Months Ended June 30, 2020
(dollars in thousands) Commercial,
Financial and
Agricultural
Consumer
Installment
Indirect Automobile Mortgage Warehouse Municipal Premium Finance
Balance, March 31, 2020 $ 8,110    $ 15,446    $ 3,464    $ 1,102    $ 522    $ 11,508   
Provision for loan losses 11    4,824    915    396    (15)   (2,083)  
Loans charged off (486)   (962)   (1,016)   —    —    (1,903)  
Recoveries of loans previously charged off 303    777    18    —    —    676   
Balance, June 30, 2020 $ 7,938    $ 20,085    $ 3,381    $ 1,498    $ 507    $ 8,198   
Real Estate – Construction and Development Real Estate –
Commercial and
Farmland
Real Estate –
Residential
Total
Balance, March 31, 2020 $ 25,319    $ 51,754    $ 32,299    $ 149,524   
Provision for loan losses 28,853    38,133    (2,585)   68,449   
Loans charged off (74)   (6,315)   (525)   (11,281)  
Recoveries of loans previously charged off 168    21    138    2,101   
Balance, June 30, 2020 $ 54,266    $ 83,593    $ 29,327    $ 208,793   
Six Months Ended June 30, 2020
(dollars in thousands) Commercial,
Financial and
Agricultural
Consumer
Installment
Indirect Automobile Mortgage Warehouse Municipal Premium Finance
Balance, December 31, 2019 $ 4,567    $ 3,784    $ —    $ 640    $ 484    $ 2,550   
Adjustment to allowance for adoption of ASU 2016-13 2,587    8,012    4,109    463    (92)   4,471   
Provision for loan losses 3,091    8,973    1,479    395    115    2,551   
Loans charged off (2,972)   (2,104)   (2,247)   —    —    (2,734)  
Recoveries of loans previously charged off 665    1,420    40    —    —    1,360   
Balance, June 30, 2020 $ 7,938    $ 20,085    $ 3,381    $ 1,498    $ 507    $ 8,198   
Real Estate – Construction and Development Real Estate –
Commercial and
Farmland
Real Estate –
Residential
Total
Balance, December 31, 2019 $ 5,995    $ 9,666    $ 10,503    $ 38,189   
Adjustment to allowance for adoption of ASU 2016-13 12,248    27,073    19,790    78,661   
Provision for loan losses 35,587    53,991    (686)   105,496   
Loans charged off (74)   (7,243)   (625)   (17,999)  
Recoveries of loans previously charged off 510    106    345    4,446   
Balance, June 30, 2020 $ 54,266    $ 83,593    $ 29,327    $ 208,793   

30


Prior to the adoption of ASC 326 on January 1, 2020, the Company calculated the allowance for loan losses under the incurred loss methodology. The following tables are disclosures related to the allowance for loan losses in prior periods.

(dollars in thousands) Commercial,
Financial and
Agricultural
Consumer
Installment
Indirect Automobile Mortgage Warehouse Municipal Premium Finance
December 31, 2019
Period-end allocation:            
Loans individually evaluated for impairment (1)
$ 1,543    $ —    $ —    $ —    $ —    $ 758   
Loans collectively evaluated for impairment 3,024    3,784    —    640    484    1,792   
Ending balance $ 4,567    $ 3,784    $ —    $ 640    $ 484    $ 2,550   
Loans:            
Individually evaluated for impairment (1)
$ 8,032    $ —    $ —    $ —    $ —    $ 6,768   
Collectively evaluated for impairment 789,252    498,363    1,056,811    526,369    564,304    647,901   
Acquired with deteriorated credit quality 4,887    214    5,013    —    —    —   
Ending balance $ 802,171    $ 498,577    $ 1,061,824    $ 526,369    $ 564,304    $ 654,669   
Real Estate – Construction and Development Real Estate –
Commercial and
Farmland
Real Estate –
Residential
Total
December 31, 2019
Period-end allocation:
Loans individually evaluated for impairment (1)
$ 204    $ 953    $ 3,704    $ 7,162   
Loans collectively evaluated for impairment 5,791    8,713    6,799    31,027   
Ending balance $ 5,995    $ 9,666    $ 10,503    $ 38,189   
Loans:
Individually evaluated for impairment (1)
$ 1,605    $ 19,759    $ 46,311    $ 82,475   
Collectively evaluated for impairment 1,532,786    4,256,397    2,737,095    12,609,278   
Acquired with deteriorated credit quality 14,671    76,883    25,055    126,723   
Ending balance $ 1,549,062    $ 4,353,039    $ 2,808,461    $ 12,818,476   
 
(1) At December 31, 2019, loans individually evaluated for impairment includes all nonaccrual loans greater than $100,000 and all troubled debt restructurings greater than $100,000, including all troubled debt restructurings and not only those currently classified as troubled debt restructurings.

(dollars in thousands) Commercial,
Financial and
Agricultural
Consumer
Installment
Mortgage Warehouse Municipal Premium Finance
Three Months Ended
June 30, 2019
         
Balance, March 31, 2019 $ 2,190    $ 3,936    $ 640    $ 508    $ 1,830   
Provision for loan losses 717    334    —    (6)   1,369   
Loans charged off (473)   (1,171)   —    —    (865)  
Recoveries of loans previously charged off 382    289    —    —    650   
Balance, June 30, 2019 $ 2,816    $ 3,388    $ 640    $ 502    $ 2,984   
31


(dollars in thousands) Commercial,
Financial and
Agricultural
Consumer
Installment
Mortgage Warehouse Municipal Premium Finance
Six Months Ended
June 30, 2019
         
Balance, December 31, 2018 $ 2,352    $ 3,795    $ 640    $ 509    $ 1,426   
Provision for loan losses 1,017    2,157    —    (7)   2,083   
Loans charged off (1,157)   (3,068)   —    —    (2,185)  
Recoveries of loans previously charged off 604    504    —    —    1,660   
Balance, June 30, 2019 $ 2,816    F $ 3,388    $ 640    $ 502    $ 2,984   
Period-end allocation:          
Loans individually evaluated for impairment (1)
$ 634    $ —    $ —    $ —    $ 1,391   
Loans collectively evaluated for impairment 2,182    3,388    640    502    1,593   
Ending balance $ 2,816    $ 3,388    $ 640    $ 502    $ 2,984   
Loans:          
Individually evaluated for impairment (1)
$ 3,407    $ —    $ —    $ —    $ 2,997   
Collectively evaluated for impairment 697,804    474,071    462,481    583,558    610,967   
Acquired with deteriorated credit quality 2,079    124    —    —    —   
Ending balance $ 703,290    $ 474,195    $ 462,481    $ 583,558    $ 613,964   
Real Estate – Construction and Development Real Estate –
Commercial and
Farmland
Real Estate –
Residential
Total
Three Months Ended
June 30, 2019
Balance, March 31, 2019 $ 4,424    $ 9,237    $ 5,894    $ 28,659   
Provision for loan losses 314    (50)   1,990    4,668   
Loans charged off (243)   (589)   (155)   (3,496)  
Recoveries of loans previously charged off 268    78    295    1,962   
Balance, June 30, 2019 $ 4,763    $ 8,676    $ 8,024    $ 31,793   
Six Months Ended
June 30, 2019
Balance, December 31, 2018 $ 4,210    $ 9,659    $ 6,228    $ 28,819   
Provision for loan losses 436    742    1,648    8,076   
Loans charged off (268)   (1,843)   (354)   (8,875)  
Recoveries of loans previously charged off 385    118    502    3,773   
Balance, June 30, 2019 $ 4,763    F $ 8,676    $ 8,024    $ 31,793   
Period-end allocation:
Loans individually evaluated for impairment (1) $ 498    $ 1,984    $ 1,881    $ 6,388   
Loans collectively evaluated for impairment 4,265    6,692    6,143    25,405   
Ending balance $ 4,763    $ 8,676    $ 8,024    $ 31,793   
Loans:
Individually evaluated for impairment (1) $ 7,279    $ 17,130    $ 26,647    $ 57,460   
Collectively evaluated for impairment 1,089,546    3,118,126    1,883,519    8,920,072   
Acquired with deteriorated credit quality 6,725    46,957    16,453    72,338   
Ending balance $ 1,103,550    $ 3,182,213    $ 1,926,619    $ 9,049,870   
 
(1) At June 30, 2019, loans individually evaluated for impairment includes all nonaccrual loans greater than $100,000 and all troubled debt restructurings greater than $100,000, including all troubled debt restructurings and not only those currently classified as troubled debt restructurings.

32


NOTE 5 – SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

The Company classifies the sales of securities under agreements to repurchase as short-term borrowings. The amounts received under these agreements are reflected as a liability in the Company’s consolidated balance sheets and the investment securities underlying these agreements are included in investment securities in the Company’s consolidated balance sheets. At June 30, 2020 and December 31, 2019, all securities sold under agreements to repurchase mature on a daily basis. The market value of the securities fluctuate on a daily basis due to market conditions. The Company monitors the market value of the securities underlying these agreements on a daily basis and is required to transfer additional securities if the market value of the securities falls below the repurchase agreement price. The Company maintains an unpledged securities portfolio that it believes is sufficient to protect against a decline in the market value of the securities sold under agreements to repurchase.
 
The following is a summary of the Company’s securities sold under agreements to repurchase at June 30, 2020 and December 31, 2019.
(dollars in thousands) June 30, 2020 December 31, 2019
Securities sold under agreements to repurchase $ 12,879    $ 20,635   
 
At June 30, 2020 and December 31, 2019 the investment securities underlying these agreements were comprised of state, county and municipal securities and mortgage-backed securities.
33


NOTE 6 – OTHER BORROWINGS
 
Other borrowings consist of the following:
(dollars in thousands) June 30, 2020 December 31, 2019
FHLB borrowings:    
Fixed Rate Advance due January 10, 2020; fixed interest rate of 1.68%
$ —    $ 50,000   
Fixed Rate Advance due January 13, 2020; fixed interest rate of 1.68%
—    50,000   
Fixed Rate Advance due January 13, 2020; fixed interest rate of 1.67%
—    100,000   
Fixed Rate Advance due January 15, 2020; fixed interest rate of 1.71%
—    50,000   
Fixed Rate Advance due January 16, 2020; fixed interest rate of 1.69%
—    150,000   
Fixed Rate Advance due January 17, 2020; fixed interest rate of 1.70%
—    100,000   
Fixed Rate Advance due January 21, 2020; fixed interest rate of 1.71%
—    50,000   
Fixed Rate Advance due January 21, 2020; fixed interest rate of 1.71%
—    200,000   
Fixed Rate Advance due January 21, 2020; fixed interest rate of 1.70%
—    25,000   
Fixed Rate Advance due January 21, 2020; fixed interest rate of 1.71%
—    75,000   
Fixed Rate Advance due January 21, 2020; fixed interest rate of 1.71%
—    25,000   
Fixed Rate Advance due January 23, 2020; fixed interest rate of 1.71%
—    100,000   
Fixed Rate Advance due January 27, 2020; fixed interest rate of 1.73%
—    50,000   
Fixed Rate Advance due February 18, 2020; fixed interest rate of 1.72%
—    100,000   
Fixed Rate Advance due July 6, 2020; fixed interest rate of 0.27%
150,000    —   
Fixed Rate Advance due July 8, 2020; fixed interest rate of 0.27%
100,000    —   
Fixed Rate Advance due July 10, 2020; fixed interest rate of 0.246%
100,000    —   
Fixed Rate Advance due July 20, 2020; fixed interest rate of 0.25%
100,000    —   
Fixed Rate Advance due July 22, 2020; fixed interest rate of 0.27%
100,000    —   
Fixed Rate Advance due July 23, 2020; fixed interest rate of 0.38%
100,000    —   
Fixed Rate Advance due July 23, 2020; fixed interest rate of 0.27%
100,000    —   
Fixed Rate Advance due July 28, 2020; fixed interest rate of 0.25%
100,000    —   
Fixed Rate Advance due August 18, 2020; fixed interest rate of 0.21%
150,000    —   
Fixed Rate Advance due September 21, 2020; fixed interest rate of 0.22%
100,000    —   
Fixed Rate Advance due March 3, 2025; fixed interest rate of 1.208%
15,000    —   
Fixed Rate Advance due March 2, 2027; fixed interest rate of 1.445%
15,000    —   
Fixed Rate Advance due March 4, 2030; fixed interest rate of 1.606%
15,000    —   
Fixed Rate Advance due December 9, 2030; fixed interest rate of 4.55%
1,417    1,422   
Fixed Rate Advance due December 9, 2030; fixed interest rate of 4.55%
981    985   
Principal Reducing Advance due September 29, 2031; fixed interest rate of 3.095%
1,639    1,712   
Subordinated notes payable:    
Subordinated notes payable due March 15, 2027 net of unamortized debt issuance cost of $878 and $943, respectively; fixed interest rate of 5.75% through March 14, 2022; variable interest rate thereafter at three-month LIBOR plus 3.616%
74,122    74,057   
Subordinated notes payable due December 15, 2029 net of unamortized debt issuance cost of $2,287 and $2,408, respectively; fixed interest rate of 4.25% through December 14, 2024; variable interest rate thereafter at three-month SOFR plus 2.94%
117,713    117,592   
Subordinated notes payable due May 31, 2030 net of unaccreted purchase accounting fair value adjustment of $1,212 and $1,596, respectively; fixed interest rate of 5.875% through May 31, 2025; variable interest rate thereafter at three-month LIBOR plus 3.63%
76,212    76,595   
Other debt:    
Advance from correspondent bank due September 5, 2026; secured by a loan receivable; fixed interest rate of 2.09%
1,252    1,346   
Total $ 1,418,336    $ 1,398,709   
 
The advances from the FHLB are collateralized by a blanket lien on all eligible first mortgage loans and other specific loans in addition to FHLB stock. At June 30, 2020, $2.83 billion was available for borrowing on lines with the FHLB.
 
As of June 30, 2020, the Bank maintained credit arrangements with various financial institutions to purchase federal funds up to $152.0 million.
 
The Bank also participates in the Federal Reserve discount window borrowings program. At June 30, 2020, the Company had $2.41 billion of loans pledged at the Federal Reserve discount window and had $1.43 billion available for borrowing. 
34


NOTE 7 – SHAREHOLDERS’ EQUITY

Common Stock Repurchase Program

On September 19, 2019, the Company announced that its Board of Directors authorized the Company to repurchase up to $100.0 million of its outstanding common stock. Repurchases of shares, which are authorized to occur through October 31, 2020, will be made, if at all, in accordance with applicable securities laws and may be made from time to time in the open market or by negotiated transactions. The amount and timing of repurchases will be based on a variety of factors, including share acquisition price, regulatory limitations and other market and economic factors. The program does not require the repurchase of any specific number of shares. As of June 30, 2020, $14.3 million, or 375,241 shares, of the Company's common stock had been repurchased under the program.

Fidelity Acquisition

On July 1, 2019, the Company issued 22,181,522 shares of its common stock to the shareholders of Fidelity. Such shares had a value of $39.19 per share at the time of issuance, resulting in an increase in shareholders’ equity of $869.3 million.

For additional information regarding the Fidelity acquisition, see Note 2.

NOTE 8 – ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
 
Accumulated other comprehensive income (loss) for the Company consists of changes in net unrealized gains and losses on investment securities available for sale and interest rate swap derivatives. The reclassification for gains included in net income is recorded in gain (loss) on securities in the consolidated statement of income and comprehensive income. The following tables present a summary of the accumulated other comprehensive income (loss) balances, net of tax, as of June 30, 2020 and 2019:
(dollars in thousands)
Unrealized
Gain (Loss)
on Derivatives
Unrealized
Gain (Loss)
on Securities
Accumulated
Other Comprehensive
Income (Loss)
Balance, January 1, 2020 $ (147)   $ 18,142    $ 17,995   
Reclassification for gains included in net income, net of tax —    —    —   
Current year changes, net of tax 14    21,604    21,618   
Balance, June 30, 2020 $ (133)   $ 39,746    $ 39,613   

(dollars in thousands) 
Unrealized
Gain (Loss)
on Derivatives
Unrealized
Gain (Loss)
on Securities
Accumulated
Other Comprehensive
Income (Loss)
Balance, January 1, 2019 $ 351    $ (5,177)   $ (4,826)  
Reclassification for gains included in net income, net of tax —    (94)   (94)  
Current year changes, net of tax (412)   21,794    21,382   
Balance, June 30, 2019 $ (61)   $ 16,523    $ 16,462   
 
NOTE 9 – WEIGHTED AVERAGE SHARES OUTSTANDING

Earnings per share have been computed based on the following weighted average number of common shares outstanding: 
  Three Months Ended
June 30,
Six Months Ended
June 30,
(share data in thousands) 2020 2019 2020 2019
Average common shares outstanding 69,192    47,311    69,235    47,354   
Common share equivalents:        
Stock options   —    33    —   
Nonvested restricted share grants 75    27    130    41   
Performance share units 17    —    15    —   
Average common shares outstanding, assuming dilution 69,293    47,338    69,413    47,395   
 
35


For the three and six-month periods ended June 30, 2020, there were outstanding 252,765 and 56,000 options exerciseable for common shares, respectively, with strike prices that would cause the underlying shares to be anti-dilutive. Therefore, such option shares have been excluded. For the three and six-month periods ended June 30, 2019, there were no outstanding options exerciseable for common shares with strike prices that would cause the underlying shares to be anti-dilutive.
 
NOTE 10 – FAIR VALUE MEASURES
 
The fair value of an asset or liability is the current amount that would be exchanged between willing parties, other than in a forced liquidation. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various assets and liabilities. In cases where quoted market prices are not available, fair value is based on discounted cash flows or other valuation techniques. These techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the asset or liability. The accounting standard for disclosures about the fair value measures excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.
 
The Company's loans held for sale under the fair value option are comprised of the following:
(dollars in thousands) June 30, 2020 December 31, 2019
Mortgage loans held for sale $ 1,731,530    $ 1,647,900   
SBA loans held for sale 4,867    8,811   
Total loans held for sale $ 1,736,397    $ 1,656,711   
 
The Company has elected to record mortgage loans held for sale at fair value in order to eliminate the complexities and inherent difficulties of achieving hedge accounting and to better align reported results with the underlying economic changes in value of the loans and related hedge instruments. This election impacts the timing and recognition of origination fees and costs, as well as servicing value, which are now recognized in earnings at the time of origination. Interest income on mortgage loans held for sale is recorded on an accrual basis in the consolidated statements of income and comprehensive income under the heading interest income – interest and fees on loans. The servicing value is included in the fair value of the interest rate lock commitments (“IRLCs”) with borrowers. The mark to market adjustments related to mortgage loans held for sale and the associated economic hedges are captured in mortgage banking activities. A net gain of $41.1 million and a net gain of $2.7 million resulting from fair value changes of these mortgage loans were recorded in income during the six months ended June 30, 2020 and 2019, respectively. A net gain of $33.8 million and a net gain $3.1 million resulting from changes in the fair value of the related derivative financial instruments used to hedge exposure to the market-related risks associated with these mortgage loans were recorded in income during the six months ended June 30, 2020 and 2019, respectively. The change in fair value of both mortgage loans held for sale and the related derivative financial instruments are recorded in mortgage banking activity in the consolidated statements of income and comprehensive income. The Company’s valuation of mortgage loans held for sale incorporates an assumption for credit risk; however, given the short-term period that the Company holds these loans, valuation adjustments attributable to instrument-specific credit risk is nominal.
 
The following table summarizes the difference between the fair value and the principal balance for mortgage loans held for sale measured at fair value as of June 30, 2020 and December 31, 2019:
(dollars in thousands) 
June 30, 2020 December 31, 2019
Aggregate fair value of mortgage loans held for sale $ 1,731,530    $ 1,647,900   
Aggregate unpaid principal balance of mortgage loans held for sale 1,640,561    1,598,057   
Past-due loans of 90 days or more —    1,649   
Nonaccrual loans —    1,649   
Unpaid principal balance of nonaccrual loans —    1,616   
 
The following table summarizes the difference between the fair value and the principal balance for SBA loans held for sale measured at fair value as of June 30, 2020 and December 31, 2019:
(dollars in thousands) 
June 30, 2020 December 31, 2019
Aggregate fair value of SBA loans held for sale $ 4,867    $ 8,811   
Aggregate unpaid principal balance of SBA loans held for sale 4,439    8,206   
Past-due loans of 90 days or more —    —   
Nonaccrual loans —    —   
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The Company utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Securities available for sale, loans held for sale and derivative financial instruments are recorded at fair value on a recurring basis. From time to time, the Company may be required to record at fair value other assets on a nonrecurring basis, such as collateral-dependent impaired loans, loan servicing rights and OREO. Additionally, the Company is required to disclose, but not record, the fair value of other financial instruments.
 
The following table presents the fair value measurements of assets and liabilities measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall as of June 30, 2020 and December 31, 2019:
Recurring Basis
Fair Value Measurements
  June 30, 2020
(dollars in thousands) 
Fair Value Level 1 Level 2 Level 3
Financial assets:        
U.S. government sponsored agencies $ 17,681    $ —    $ 17,681    $ —   
State, county and municipal securities 93,198    —    93,198    —   
Corporate debt securities 52,313    —    50,813    1,500   
SBA pool securities 69,942    —    69,942    —   
Mortgage-backed securities 1,005,762    —    1,005,762    —   
Loans held for sale 1,736,397    —    1,736,397    —   
Mortgage banking derivative instruments 51,919    —    51,919    —   
Total recurring assets at fair value $ 3,027,212    $ —    $ 3,025,712    $ 1,500   
Financial liabilities:        
Derivative financial instruments $ 170    $ —    $ 170    $ —   
Mortgage banking derivative instruments 14,769    —    14,769    —   
Total recurring liabilities at fair value $ 14,939    $ —    $ 14,939    $ —   

Recurring Basis
Fair Value Measurements
  December 31, 2019
(dollars in thousands) Fair Value Level 1 Level 2 Level 3
Financial assets:        
U.S. government sponsored agencies $ 22,362    $ —    $ 22,362    $ —   
State, county and municipal securities 105,260    —    105,260    —   
Corporate debt securities 52,999    —    51,499    1,500   
SBA pool securities 73,912    —    73,912    —   
Mortgage-backed securities 1,148,870    —    1,148,870    —   
Loans held for sale 1,656,711    —    1,656,711    —   
Mortgage banking derivative instruments 7,814    —    7,814    —   
Total recurring assets at fair value $ 3,067,928    $ —    $ 3,066,428    $ 1,500   
Financial liabilities:        
Derivative financial instruments $ 187    $ —    $ 187    $ —   
Mortgage banking derivative instruments 4,471    —    4,471    —   
Total recurring liabilities at fair value $ 4,658    $ —    $ 4,658    $ —   
 
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The following table presents the fair value measurements of assets measured at fair value on a non-recurring basis, as well as the general classification of such instruments pursuant to the valuation hierarchy as of June 30, 2020 and December 31, 2019:
  Nonrecurring Basis
Fair Value Measurements
(dollars in thousands) Fair Value Level 1 Level 2 Level 3
June 30, 2020        
Collateral-dependent loans $ 92,826    $ —    $ —    $ 92,826   
Other real estate owned 1,753    —    —    1,753   
Mortgage servicing rights 91,381    —    91,381    —   
SBA servicing rights 5,241    —    5,241    —   
Total nonrecurring assets at fair value $ 191,201    $ —    $ 96,622    $ 94,579   
December 31, 2019        
Impaired loans carried at fair value $ 43,788    $ —    $ —    $ 43,788   
Other real estate owned 17,289    —    —    17,289   
Total nonrecurring assets at fair value $ 61,077    $ —    $ —    $ 61,077   
 
The inputs used to determine estimated fair value of impaired loans include market conditions, loan terms, underlying collateral characteristics and discount rates. The inputs used to determine fair value of OREO include market conditions, estimated marketing period or holding period, underlying collateral characteristics and discount rates.
 
For the six months ended June 30, 2020 and the year ended December 31, 2019, there was not a change in the methods and significant assumptions used to estimate fair value.
 
The following table shows significant unobservable inputs used in the fair value measurement of Level 3 assets:
(dollars in thousands) Fair Value Valuation
Technique
Unobservable Inputs Range of
Discounts
Weighted
Average
Discount
June 30, 2020          
Recurring:          
Investment securities available for sale $ 1,500    Discounted par values Credit quality of underlying issuer 0% 0%
Nonrecurring:          
Collateral-dependent loans $ 92,826    Third-party appraisals and discounted cash flows Collateral discounts and
discount rates
17% - 81%
32%
Other real estate owned $ 1,753    Third-party appraisals and sales contracts Collateral discounts and estimated
costs to sell
21% - 48%
35%
December 31, 2019          
Recurring:          
Investment securities available for sale $ 1,500    Discounted par values Credit quality of underlying issuer 0% 0%
Nonrecurring:        
Impaired loans $ 43,788    Third-party appraisals and discounted cash flows Collateral discounts and
discount rates
1% - 95%
27%
Other real estate owned $ 17,289    Third-party appraisals and sales contracts Collateral discounts and estimated
costs to sell
9% - 89%
31%
 
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The carrying amount and estimated fair value of the Company’s financial instruments, not shown elsewhere in these financial statements, were as follows.
Fair Value Measurements
    June 30, 2020
(dollars in thousands) Carrying
Amount
Level 1 Level 2 Level 3 Total
Financial assets:          
Cash and due from banks $ 292,899    $ 292,899    $ —    $ —    $ 292,899   
Federal funds sold and interest-bearing accounts 428,560    428,560    —    —    428,560   
Time deposits in other banks 249    —    249    —    249   
Loans, net 14,201,538    —    —    14,249,663    14,249,663   
Accrued interest receivable 72,175    —    4,490    67,685    72,175   
Financial liabilities:          
Deposits 15,589,818    —    15,611,958    —    15,611,958   
Securities sold under agreements to repurchase 12,879    12,879    —    —    12,879   
Other borrowings 1,418,336    —    1,424,093    —    1,424,093   
Subordinated deferrable interest debentures 123,375    —    116,869    —    116,869   
FDIC loss-share payable 18,903    —    —    19,085    19,085   
Accrued interest payable 6,862    —    6,826    —    6,826   
  
Fair Value Measurements
    December 31, 2019
(dollars in thousands) Carrying
Amount
Level 1 Level 2 Level 3 Total
Financial assets:          
Cash and due from banks $ 246,234    $ 246,234    $ —    $ —    $ 246,234   
Federal funds sold and interest-bearing accounts 375,615    375,615    —    —    375,615   
Time deposits in other banks 249    —    249    —    249   
Loans, net 12,736,499    —    —    12,806,709    12,806,709   
Accrued interest receivable 52,362    —    5,179    47,183    52,362   
Financial liabilities:          
Deposits 14,027,073    —    14,035,686    —    14,035,686   
Securities sold under agreements to repurchase 20,635    20,635    —    —    20,635   
Other borrowings 1,398,709    —    1,402,510    —    1,402,510   
Subordinated deferrable interest debentures 127,560    —    126,815    —    126,815   
FDIC loss-share payable 19,642    —    —    19,657    19,657   
Accrued interest payable 11,524    —    11,524    —    11,524   
 
NOTE 11 – COMMITMENTS AND CONTINGENCIES
 
Loan Commitments

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

The Company’s exposure to credit loss is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments. A summary of the Company’s commitments is as follows:
(dollars in thousands) June 30, 2020 December 31, 2019
Commitments to extend credit $ 2,468,695    $ 2,486,949   
Unused home equity lines of credit 261,647    262,089   
Financial standby letters of credit 32,877    29,232   
Mortgage interest rate lock commitments 1,279,952    288,490   
 
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. These commitments, predominantly at variable interest rates, generally have fixed expiration dates or other
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termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the customer.
 
Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. Collateral is required in instances which the Company deems necessary. The Company has not been required to perform on any material financial standby letters of credit and the Company has not incurred any losses on financial standby letters of credit for the six months ended June 30, 2020 and the year ended December 31, 2019.

The Company maintains an allowance for credit losses on unfunded commitments which is recorded in other liabilities on the consolidated balance sheets. The following table presents activity in the allowance for unfunded commitments for the periods presented:
Three Months Ended June 30, Six Months Ended June 30,
(dollars in thousands) 2020 2020
Balance at beginning of period $ 17,791    $ 1,077   
Adjustment to reflect adoption of ASU 2016-13 —    12,714   
Provision for unfunded commitments 19,712    23,712   
Balance at end of period $ 37,503    $ 37,503   

Other Commitments
 
As of June 30, 2020, letters of credit issued by the FHLB totaling $157.4 million were used to guarantee the Bank’s performance related to a portion of its public fund deposit balances.

Contingencies
 
Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
 
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.
 
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.

COVID-19

In December 2019, a novel coronavirus (COVID-19) was reported in China, and, in March 2020, the World Health Organization declared the outbreak a pandemic. The COVID-19 pandemic has caused significant economic dislocation in the United States, as many state and local governments have intermittently ordered non-essential businesses to close and residents to shelter in place at home. This has resulted in an unprecedented slowdown in economic activity and a related increase in unemployment and unemployment claims. Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the full impact of the COVID-19 outbreak on our business. The United States government has taken steps to attempt to mitigate some of the more severe anticipated economic effects of the coronavirus, including the passage of the CARES Act and subsequent legislation, but there can be no assurance that such steps will be effective or achieve their desired results in a timely fashion. The extent of such impact from the COVID-19 outbreak and related mitigation efforts will depend on future developments, which are highly uncertain, including, but not limited to, the duration and spread of the outbreak, its severity, the
40


actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. This could cause a material, adverse effect on the Company’s business, financial condition, liquidity and results of operations, including increases in loan delinquencies, problem assets and foreclosures; decreases in the value of collateral securing our loans; increases in our allowance for credit losses; and decreases in the value of our intangible assets.
  
NOTE 12 – SEGMENT REPORTING
 
The Company has the following five reportable segments: Banking Division, Retail Mortgage Division, Warehouse Lending Division, SBA Division and Premium Finance Division. The Banking Division derives its revenues from the delivery of full-service financial services, including commercial loans, consumer loans and deposit accounts. The Retail Mortgage Division derives its revenues from the origination, sales and servicing of one-to-four family residential mortgage loans. The Warehouse Lending Division derives its revenues from the origination and servicing of warehouse lines to other businesses that are secured by underlying one-to-four family residential mortgage loans. The SBA Division derives its revenues from the origination, sales and servicing of SBA loans. The Premium Finance Division derives its revenues from the origination and servicing of commercial insurance premium finance loans.
 
The Banking, Retail Mortgage, Warehouse Lending, SBA and Premium Finance Divisions are managed as separate business units because of the different products and services they provide. The Company evaluates performance and allocates resources based on profit or loss from operations. There are no material intersegment sales or transfers.

The following tables present selected financial information with respect to the Company’s reportable business segments for the three and six months ended June 30, 2020 and 2019:
  Three Months Ended
June 30, 2020
(dollars in thousands) Banking
Division
Retail
Mortgage
Division
Warehouse
Lending
Division
SBA
Division
Premium
 Finance
 Division
Total
Interest income $ 128,653    $ 34,714    $ 5,285    $ 8,757    $ 7,609    $ 185,018   
Interest expense 8,323    10,412    259    1,723    487    21,204   
Net interest income 120,330    24,302    5,026    7,034    7,122    163,814   
Provision for credit losses 86,805    423    403    2,322    (1,792)   88,161   
Noninterest income 14,468    104,195    727    1,570    —    120,960   
Noninterest expense            
Salaries and employee benefits 40,423    50,003    209    2,612    1,921    95,168   
Equipment and occupancy expenses 11,679    1,953      97    77    13,807   
Data processing and telecommunications expenses 8,919    1,406    55    15    119    10,514   
Other expenses 27,997    6,949    88    359    886    36,279   
Total noninterest expense 89,018    60,311    353    3,083    3,003    155,768   
Income before income tax expense (41,025)   67,763    4,997    3,199    5,911    40,845   
Income tax expense (8,582)   14,231    1,049    671    1,240    8,609   
Net income $ (32,443)   $ 53,532    $ 3,948    $ 2,528    $ 4,671    $ 32,236   
Total assets $ 13,121,679    $ 3,905,683    $ 753,668    $ 1,310,077    $ 781,522    $ 19,872,629   
Goodwill 863,507    —    —    —    64,498    928,005   
Other intangible assets, net 64,007    —    —    —    16,347    80,354   

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  Three Months Ended
June 30, 2019
(dollars in thousands) Banking
Division
Retail
Mortgage
Division
Warehouse
Lending
Division
SBA
Division
Premium
 Finance
 Division
Total
Interest income $ 98,892    $ 13,633    $ 5,550    $ 2,287    $ 8,666    $ 129,028   
Interest expense 14,137    6,066    2,563    1,105    3,506    27,377   
Net interest income 84,755    7,567    2,987    1,182    5,160    101,651   
Provision for credit losses 2,306    609    —    178    1,575    4,668   
Noninterest income 14,830    18,070    450    1,883      35,236   
Noninterest expense            
Salaries and employee benefits 24,228    11,886    162    735    1,320    38,331   
Equipment and occupancy expenses 7,034    670      65    64    7,834   
Data processing and telecommunications expenses 7,635    394    38      318    8,388   
Other expenses 22,728    2,385    75    359    1,151    26,698   
Total noninterest expense 61,625    15,335    276    1,162    2,853    81,251   
Income before income tax expense 35,654    9,693    3,161    1,725    735    50,968   
Income tax expense 8,691    2,170    664    362    177    12,064   
Net income $ 26,963    $ 7,523    $ 2,497    $ 1,363    $ 558    $ 38,904   
Total assets $ 9,208,685    $ 1,306,063    $ 462,780    $ 211,433    $ 700,375    $ 11,889,336   
Goodwill 436,642    —    —    —    64,498    501,140   
Other intangible assets, net 33,086    —    —    —    19,351    52,437   

  Six Months Ended
June 30, 2020
(dollars in thousands) Banking
Division
Retail
Mortgage
Division
Warehouse
Lending
Division
SBA
Division
Premium
 Finance
 Division
Total
Interest income $ 260,954    $ 68,125    $ 10,135    $ 12,485    $ 16,087    $ 367,786   
Interest expense 22,249    26,067    1,807    3,270    2,634    56,027   
Net interest income 238,705    42,058    8,328    9,215    13,453    311,759   
Provision for credit losses 122,802    2,420    394    1,419    2,173    129,208   
Noninterest income 32,241    138,564    1,687    2,847    —    175,339   
Noninterest expense
Salaries and employee benefits 82,044    81,100    419    4,088    3,463    171,114   
Equipment and occupancy expenses 22,026    3,457      194    156    25,835   
Data processing and telecommunications expenses 19,716    2,392    96    28    236    22,468   
Other expenses 58,642    12,824    122    874    1,942    74,404   
Total noninterest expense 182,428    99,773    639    5,184    5,797    293,821   
Income before income tax expense (34,284)   78,429    8,982    5,459    5,483    64,069   
Income tax expense (8,307)   16,639    1,886    1,146    1,147    12,511   
Net income $ (25,977)   $ 61,790    $ 7,096    $ 4,313    $ 4,336    $ 51,558   

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  Six Months Ended
June 30, 2019
(dollars in thousands) Banking
Division
Retail
Mortgage
Division
Warehouse
Lending
Division
SBA
Division
Premium
 Finance
 Division
Total
Interest income $ 196,766    $ 26,145    $ 10,354    $ 4,461    $ 16,231    $ 253,957   
Interest expense 26,972    12,825    4,677    2,193    6,244    52,911   
Net interest income 169,794    13,320    5,677    2,268    9,987    201,046   
Provision for credit losses 4,364    745    —    409    2,558    8,076   
Noninterest income 29,200    32,360    829    3,613      66,007   
Noninterest expense            
Salaries and employee benefits 52,160    20,093    323    1,462    2,625    76,663   
Equipment and occupancy expenses 14,315    1,436      124    161    16,038   
Data processing and telecommunications expenses 15,227    724    68      755    16,779   
Other expenses 39,684    4,499    143    746    2,124    47,196   
Total noninterest expense 121,386    26,752    536    2,337    5,665    156,676   
Income before income tax expense 73,244    18,183    5,970    3,135    1,769    102,301   
Income tax expense 17,466    3,783    1,254    658    331    23,492   
Net income $ 55,778    $ 14,400    $ 4,716    $ 2,477    $ 1,438    $ 78,809   


NOTE 13 – LOAN SERVICING RIGHTS

The Company sells certain residential mortgage loans and SBA loans to third parties. All such transfers are accounted for as sales and the continuing involvement in the loans sold is limited to certain servicing responsibilities. The Company has also acquired portfolios of residential mortgage, SBA and indirect automobile loans serviced for others. Loan servicing rights are initially recorded at fair value and subsequently recorded at the lower of cost or fair value and are amortized over the remaining service life of the loans, with consideration given to prepayment assumptions. Loan servicing rights are recorded in other assets on the consolidated balance sheets. The carrying value of the loan servicing rights assets is shown in the table below:
(dollars in thousands) June 30, 2020 December 31, 2019
Loan Servicing Rights
Residential mortgage $ 91,381    $ 94,902   
SBA 5,241    7,886   
Indirect automobile 162    247   
Total loan servicing rights $ 96,784    $ 103,035   

Residential Mortgage Loans

The Company sells certain first-lien residential mortgage loans to third party investors, primarily Federal National Mortgage Association (“FNMA”), Government National Mortgage Association (“GNMA”), and Federal Home Loan Mortgage Corporation (“FHLMC”). The Company retains the related mortgage servicing rights (“MSRs”) and receives servicing fees on certain of these loans. The net gain on loan sales, MSRs amortization and recoveries/impairment, and ongoing servicing fees on the portfolio of loans serviced for others are recorded in the consolidated statements of income and comprehensive income as part of mortgage banking activity.

During the three- and six-months ended June 30, 2020, the Company recorded servicing fee income of $6.9 million and $13.1 million, respectively. During the three- and six-months ended June 30, 2019, the Company recorded servicing fee income of $949,000 and $1.8 million, respectively. Servicing fee income includes servicing fees, late fees and ancillary fees earned for each period.


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The table below is an analysis of the activity in the Company’s MSRs and impairment:

Three Months Ended June 30, Six Months Ended June 30,
(dollars in thousands) 2020 2019 2020 2019
Residential mortgage servicing rights
Beginning carrying value, net $ 85,922    $ 12,104    $ 94,902    $ 11,814   
Additions 19,298    1,007    35,359    1,699   
Amortization (5,687)   (466)   (9,853)   (868)  
Impairment (8,152)   (1,460)   (29,027)   (1,460)  
Ending carrying value, net $ 91,381    $ 11,185    $ 91,381    $ 11,185   


Three Months Ended June 30, Six Months Ended June 30,
(dollars in thousands) 2020 2019 2020 2019
Residential mortgage servicing impairment
Beginning balance $ 20,979    $ —    $ 104    $ —   
Additions 8,152    1,460    29,027    1,460   
Ending balance $ 29,131    $ 1,460    $ 29,131    $ 1,460   

The fair value of MSRs, key metrics, and the sensitivity of the fair value to adverse changes in model inputs and/or assumptions are summarized below:

(dollars in thousands) June 30, 2020 December 31, 2019
Residential mortgage servicing rights
Unpaid principal balance of loans serviced for others $ 10,266,233    $ 8,469,600   
Composition of residential loans serviced for others:
FHLMC 21.24  % 25.87  %
FNMA 64.77  % 65.35  %
GNMA 13.99  % 8.78  %
Total 100.00  % 100.00  %
Weighted average term (months) 341 341
Weighted average age (months) 28 33
Modeled prepayment speed 20.21  % 14.41  %
Decline in fair value due to a 10% adverse change (5,255)   (4,455)  
Decline in fair value due to a 20% adverse change (9,945)   (8,520)  
Weighted average discount rate 9.64  % 9.49  %
Decline in fair value due to a 10% adverse change (2,936)   (3,557)  
Decline in fair value due to a 20% adverse change (5,686)   (6,810)  

SBA Loans

All sales of SBA loans, consisting of the guaranteed portion, are executed on a servicing retained basis. These loans, which are partially guaranteed by the SBA, are generally secured by business property such as real estate, inventory, equipment and accounts receivable. The net gain on SBA loan sales, amortization and impairment/recoveries of servicing rights, and ongoing servicing fees are recorded in the consolidated statements of income and comprehensive income as part of other noninterest income.

During the three- and six-months ended June 30, 2020, the Company recorded servicing fee income of $1.0 million and $2.1 million, respectively. During the three- and six-months ended June 30, 2019, the Company recorded servicing fee income of $520,000 and $1.1 million, respectively. Servicing fee income includes servicing fees, late fees and ancillary fees earned for each period.

44


The table below is an analysis of the activity in the Company’s SBA loan servicing rights and impairment:

Three Months Ended June 30, Six Months Ended June 30,
(dollars in thousands) 2020 2019 2020 2019
SBA servicing rights
Beginning carrying value, net $ 5,394    $ 3,042    $ 7,886    $ 3,012   
Additions 100    170    475    429   
Purchase accounting adjustment —    —    (1,214)   —   
Amortization (416)   (102)   (779)   (331)  
(Impairment)/recovery 163    —    (1,127)   —   
Ending carrying value, net $ 5,241    $ 3,110    $ 5,241    $ 3,110   



Three Months Ended June 30, Six Months Ended June 30,
(dollars in thousands) 2020 2019 2020 2019
SBA servicing impairment
Beginning balance $ 1,431    $ —    $ 141    $ —   
Additions —    —    1,127    —   
Recoveries (163)   —    —    —   
Ending balance $ 1,268    $ —    $ 1,268    $ —   


(dollars in thousands) June 30, 2020 December 31, 2019
SBA servicing rights
Unpaid principal balance of loans serviced for others $ 335,416    $ 339,247   
Weighted average life (in years) 3.37 3.81
Modeled prepayment speed 19.87  % 17.86  %
Decline in fair value due to a 10% adverse change (306)   (299)  
Decline in fair value due to a 20% adverse change (581)   (570)  
Weighted average discount rate 10.91  % 11.47  %
Decline in fair value due to a 100 basis point adverse change (130)   (144)  
Decline in fair value due to a 200 basis point adverse change (254)   (280)  

Indirect Automobile Loans

The Company acquired a portfolio of indirect automobile loans serviced for others. These loans, or portions of loans, were sold on a servicing retained basis. Amortization and impairment/recoveries of servicing rights, and ongoing servicing fees are recorded in the consolidated statements of income and comprehensive income as part of other noninterest income. The Company is not actively originating or selling indirect automobile loans.

Three Months Ended June 30, Six Months Ended June 30,
(dollars in thousands) 2020 2019 2020 2019
Indirect automobile servicing rights
Beginning carrying value, net $ 204    $ —    $ 247    $ —   
Amortization (42)   —    (85)   —   
Ending carrying value, net $ 162    $ —    $ 162    $ —   

During the three- and six-months ended June 30, 2020, the Company recorded servicing fee income of $518,000 and $1.2 million, respectively. The Company did not record any servicing fee income for the three- and six-months ended June 30, 2019. Servicing fee income includes servicing fees, late fees and ancillary fees earned for each period.


45


NOTE 14 – GOODWILL

The Company has goodwill at its Banking Division and Premium Finance Division (collectively "the divisions"). The carrying value of goodwill at the Banking Division was $863.5 million and $867.1 million at June 30, 2020 and December 31, 2019, respectively. The carrying value of goodwill at the Premium Finance Division was $64.5 million at both June 30, 2020 and December 31, 2019. The Company performs its annual impairment test at December 31 of each year and more frequently if a triggering event occurs. At December 31, 2019, the Company performed a qualitative assessment of goodwill at the divisions and determined it was more likely than not that the reporting unit's fair value exceeded its carrying value. The Company performed an interim qualitative assessment at March 31, 2020 considering the decline in the Company's stock price relative to book value and the impact of COVID-19 on the economy and determined that it was more likely than not that the reporting unit's fair value exceeded its carrying value.

During the second quarter of 2020, the Company assessed the indicators of goodwill impairment and determined a triggering event had occurred. Triggering events included sustained decline in the Company's share price, the impact of COVID-19 on the economy and low interest rate environment. The Company performed a quantitative analysis of goodwill at the divisions as of May 31, 2020. The Premium Finance Division was measured utilizing a discounted cash flow approach. The Banking Division was measured using multiple approaches. The primary approach for the Banking Division was the discounted cash flow approach and the Company also used a market approach comparing to similar public companies multiples and control premiums from transactions during prior distressed periods. The results from each of the primary approaches showed valuation of the reporting unit in excess of carrying value at May 31, 2020. The discounted cash flow approach for the Premium Finance Division resulted in a fair value approximately 11% higher than its carrying value. The discounted cash flow approach for the Banking Division indicated a fair value approximately 42% higher than its carrying value and the market approach indicated a fair value approximately 5% higher than its carrying value. Economic conditions and forecasted results through June 30, 2020 are materially consistent with those modeled at May 31, 2020 and therefore, management determined no impairment existed at June 30, 2020.

Each of the valuation methods used by the Company requires significant assumptions. Depending on the specific method, assumptions are made regarding growth rates, discount rates for cash flows, control premiums, and selected multiples. Changes to any of the assumptions could result in significantly different results.
46


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
Cautionary Note Regarding Forward-Looking Statements
 
Certain of the statements made in this report are “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions and future performance and involve known and unknown risks, uncertainties and other factors, many of which may be beyond our control and which may cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.
 
All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as “may,” “will,” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “plan,” “point to,” “project,” “predict,” “could,” “intend,” “target,” “potential” and other similar words and expressions of the future. These forward-looking statements may not be realized due to a variety of factors, including, without limitation, the following: general competitive, economic, political and market conditions and fluctuations; movements in interest rates and our expectations regarding net interest margin; expectations on credit quality and performance; competitive pressures on product pricing and services; legislative and regulatory changes; additional competition in our markets; changes in state and federal banking laws and regulations to which we are subject; financial market conditions and the results of financing efforts; changes in commodity prices and interest rates; potential business strategies, including acquisitions or dispositions of assets or internal restructuring, that may be pursued by us; the successful integration of acquired businesses on a timely basis; the timely realization of expected cost savings and any revenue synergies from acquisition transactions; our outlook and long-term goals for future growth; weather events, natural disasters, geopolitical events, public health crises and other catastrophic events; and other factors discussed in our filings with the SEC under the Exchange Act.
 
All written or oral forward-looking statements that are made by or are attributable to us are expressly qualified in their entirety by this cautionary notice. Our forward-looking statements apply only as of the date of this report or the respective date of the document from which they are incorporated herein by reference. We have no obligation and do not undertake to update, revise or correct any of the forward-looking statements after the date of this report, or after the respective dates on which such statements otherwise are made, whether as a result of new information, future events or otherwise.

Overview
 
The following is management’s discussion and analysis of certain significant factors which have affected the financial condition and results of operations of the Company as reflected in the unaudited consolidated balance sheet as of June 30, 2020, as compared with December 31, 2019, and operating results for the three- and six-month periods ended June 30, 2020 and 2019. These comments should be read in conjunction with the Company’s unaudited consolidated financial statements and accompanying notes appearing elsewhere herein.

This discussion contains certain performance measures determined by methods other than in accordance with GAAP. Management of the Company uses these non-GAAP measures in its analysis of the Company’s performance. These measures are useful when evaluating the underlying performance and efficiency of the Company’s operations and balance sheet. The Company’s management believes that these non-GAAP measures provide a greater understanding of ongoing operations, enhance comparability of results with prior periods and demonstrate the effects of significant gains and charges in the current period. The Company’s management believes that investors may use these non-GAAP financial measures to evaluate the Company’s financial performance without the impact of unusual items that may obscure trends in the Company’s underlying performance. These disclosures should not be viewed as a substitute for financial measures determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. Non-GAAP measures include tangible common equity, tangible book value per common share, adjusted net income, and adjusted net income per diluted share. The Company calculates the regulatory capital ratios using current regulatory report instructions. The Company’s management uses these measures to assess the quality of capital and believes that investors may find them useful in their evaluation of the Company. These capital measures may or may not be necessarily comparable to similar capital measures that may be presented by other companies.


47


The following table sets forth unaudited selected financial data for the most recent five quarters. This data should be read in conjunction with the unaudited consolidated financial statements and the notes thereto and the information contained in this Item 2.
            Six Months Ended
June 30,
(in thousands, except share and per share data) Second
Quarter
2020
First
Quarter
2020
Fourth
Quarter
2019
Third
Quarter
2019
Second
Quarter
2019
2020 2019
Results of Operations:              
Net interest income $ 163,814    $ 147,945    $ 155,351    $ 148,769    $ 101,651    $ 311,759    $ 201,046   
Net interest income (tax equivalent) 165,178    149,018    156,454    149,896    102,714    314,196    203,166   
Provision for credit losses 88,161    41,047    5,693    5,989    4,668    129,208    8,076   
Noninterest income 120,960    54,379    55,113    76,993    35,236    175,339    66,007   
Noninterest expense 155,768    138,053    122,564    192,697    81,251    293,821    156,676   
Income tax expense 8,609    3,902    20,959    5,692    12,064    12,511    23,492   
Net income available to common shareholders 32,236    19,322    61,248    21,384    38,904    51,558    78,809   
Selected Average Balances:              
Investment securities $ 1,382,699    $ 1,456,462    $ 1,514,494    $ 1,592,005    $ 1,264,415    $ 1,419,580    $ 1,245,098   
Loans held for sale 1,614,080    1,587,131    1,537,648    856,572    154,707    1,600,606    128,261   
Loans 13,915,406    12,712,997    12,697,912    12,677,063    8,740,561    13,308,960    8,612,978   
Earning assets 17,334,983    16,203,479    16,077,986    15,478,774    10,547,095    16,763,989    10,434,152   
Assets 19,222,181    18,056,445    17,998,494    17,340,387    11,625,344    18,649,746    11,525,068   
Deposits 14,890,348    13,702,332    13,903,846    13,520,926    9,739,892    14,296,340    9,659,181   
Shareholders’ equity 2,478,373    2,456,617    2,437,272    2,432,182    1,519,598    2,486,140    1,499,144   
Period-End Balances:              
Investment securities $ 1,315,349    $ 1,434,794    $ 1,470,322    $ 1,558,128    $ 1,305,725    $ 1,315,349    $ 1,305,725   
Loans held for sale 1,736,397    1,398,229    1,656,711    1,187,551    261,073    1,736,397    261,073   
Loans 14,503,157    13,094,106    12,818,476    12,826,284    9,049,870    14,503,157    9,049,870   
Earning assets 17,983,712    16,324,222    16,321,373    15,858,175    10,804,385    17,983,712    10,804,385   
Total assets 19,872,629    18,224,548    18,242,579    17,764,277    11,889,336    19,872,629    11,889,336   
Deposits 15,589,818    13,844,618    14,027,073    13,659,594    9,582,370    15,589,818    9,582,370   
Shareholders’ equity 2,460,130    2,437,150    2,469,582    2,420,723    1,537,121    2,460,130    1,537,121   
Per Common Share Data:              
Earnings per share - basic $ 0.47    $ 0.28    $ 0.88    $ 0.31    $ 0.82    $ 0.74    $ 1.66   
Earnings per share - diluted $ 0.47    $ 0.28    $ 0.88    $ 0.31    $ 0.82    $ 0.74    $ 1.66   
Book value per common share $ 35.42    $ 35.10    $ 35.53    $ 34.78    $ 32.52    $ 35.42    $ 32.52   
Tangible book value per common share $ 20.90    $ 20.44    $ 20.81    $ 20.29    $ 20.81    $ 20.90    $ 20.81   
End of period shares outstanding 69,462,782    69,441,274    69,503,833    69,593,833    47,261,584    69,462,782    47,261,584   
 
48


            Six Months Ended
June 30,
(in thousands, except share and per share data) Second
Quarter
2020
First
Quarter
2020
Fourth
Quarter
2019
Third
Quarter
2019
Second
Quarter
2019
2020 2019
Weighted Average Shares Outstanding:              
Basic 69,191,778    69,247,661    69,429,193    69,372,125    47,310,561    69,235,117    47,353,678   
Diluted 69,292,972    69,502,022    69,683,999    69,600,499    47,337,809    69,413,027    47,394,911   
Market Price:              
High intraday price $ 29.82    $ 43.79    $ 44.90    $ 40.65    $ 39.60    $ 43.79    $ 42.01   
Low intraday price $ 17.12    $ 17.89    $ 38.34    $ 33.71    $ 33.57    $ 17.12    $ 31.27   
Closing price for quarter $ 23.59    $ 23.76    $ 42.54    $ 40.24    $ 39.19    $ 23.59    $ 39.19   
Average daily trading volume 470,151    461,692    353,783    461,289    352,684    465,955    369,959   
Cash dividends declared per share $ 0.15    $ 0.15    $ 0.15    $ 0.15    $ 0.10    $ 0.30    $ 0.20   
Closing price to book value 0.67    0.68    1.20    1.16    1.21    0.67    1.21   
Performance Ratios:              
Return on average assets 0.67  % 0.43  % 1.35  % 0.49  % 1.34  % 0.56  % 1.38  %
Return on average common equity 5.23  % 3.16  % 9.97  % 3.49  % 10.27  % 4.17  % 10.60  %
Average loans to average deposits 104.29  % 104.36  % 102.39  % 100.09  % 91.33  % 104.29  % 90.50  %
Average equity to average assets 12.89  % 13.61  % 13.54  % 14.03  % 13.07  % 13.33  % 13.01  %
Net interest margin (tax equivalent) 3.83  % 3.70  % 3.86  % 3.84  % 3.91  % 3.77  % 3.93  %
Efficiency ratio 54.70  % 68.23  % 58.24  % 85.35  % 59.36  % 60.32  % 58.67  %
Non-GAAP Measures Reconciliation -              
Tangible book value per common share:              
Total shareholders’ equity $ 2,460,130    $ 2,437,150    $ 2,469,582    $ 2,420,723    $ 1,537,121    $ 2,460,130    $ 1,537,121   
Less:              
Goodwill 928,005    931,947    931,637    911,488    501,140    928,005    501,140   
Other intangible assets, net 80,354    85,955    91,586    97,328    52,437    80,354    52,437   
Tangible common equity $ 1,451,771    $ 1,419,248    $ 1,446,359    $ 1,411,907    $ 983,544    $ 1,451,771    $ 983,544   
End of period shares outstanding 69,462,782    69,441,274    69,503,833    69,593,833    47,261,584    69,462,782    47,261,584   
Book value per common share $ 35.42    $ 35.10    $ 35.53    $ 34.78    $ 32.52    $ 35.42    $ 32.52   
Tangible book value per common share 20.90    20.44    20.81    20.29    20.81    20.90    20.81   

49


Fidelity Acquisition

In accounting for business combinations, the Company uses the acquisition method of accounting in accordance with ASC 805, Business Combinations. Under the acquisition method of accounting, assets acquired, liabilities assumed and consideration exchanged are recorded at their respective acquisition date fair values. Any identifiable intangible assets that are acquired in a business combination are recognized at fair value on the acquisition date. Identifiable intangible assets are recognized separately if they arise from contractual or other legal rights or if they are separable (i.e., capable of being sold, transferred, licensed, rented or exchanged separately from the entity). If the consideration given exceeds the fair value of the net assets received, goodwill is recognized. Determining the fair value of assets and liabilities is a complicated process involving significant judgment regarding methods and assumptions used to calculate estimated fair values. Fair values are subject to refinement for up to one year after the closing date of the acquisition as additional information regarding the closing date fair values becomes available.

Under the acquisition method, income and expenses of the acquiree are recognized prospectively beginning from the date of acquisition.

Fidelity Southern Corporation

On July 1, 2019, the Company completed its acquisition of Fidelity. Upon consummation of the acquisition, Fidelity was merged with and into the Company, with Ameris as the surviving entity in the merger, and Fidelity's wholly owned banking subsidiary, Fidelity Bank, was merged with and into the Bank, with the Bank surviving. The acquisition expanded the Company's existing market presence, as Fidelity Bank had a total of 62 full-service branches at the time of closing, 46 of which were located in Georgia and 16 of which were located in Florida, providing financial products and services to customers primarily in the metropolitan markets of Atlanta, Georgia, and Jacksonville, Orlando, Tallahassee, and Sarasota-Bradenton, Florida. Under the terms of the merger agreement, Fidelity's shareholders received 0.80 shares of Ameris common stock, par value $1.00 per share, for each share of Fidelity common stock they held. As a result, the Company issued 22,181,522 shares of its common stock at a fair value of $869.3 million to Fidelity's shareholders as merger consideration.

In accounting for the Fidelity acquisition, the Company recorded assets (exclusive of goodwill) of $4.76 billion, investment securities of $297.9 million, loans held for investment of $3.51 billion, and deposits of $4.04 billion. For additional information regarding the Fidelity acquisition, see Note 2.

CECL Adoption

On January 1, 2020, the Company adopted ASC Topic 326 which replaces the current incurred loss approach for measuring credit losses with an expected loss model, referred to the current expected credit loss ("CECL") model. CECL applies to financial assets subject to credit losses and measured at amortized cost and certain off-balance-sheet credit exposures, which include, but are not limited to, loans, leases, held-to-maturity securities, loan commitments and financial guarantees. The adoption of this guidance resulted in an increase of the allowance for credit losses of $78.7 million, an increase in the allowance for unfunded commitments of $12.7 million and a reduction of retained earnings of $56.7 million, net of the increase in deferred tax assets of $19.0 million.

Impact and Response to the COVID-19 Pandemic

The Company has locations and personnel in multiple states. Many of these states have intermittently placed significant restrictions on companies and individuals since March 2020 as a result of the COVID-19 pandemic. As a financial institution, we are considered an essential business and therefore continue to operate on a modified basis to comply with governmental restrictions and public health guidelines. All branch drive thru facilities remain open, branch lobbies are available by appointment only and ATMs are available. Online and mobile banking platforms are also available to serve our customers. Approximately 75% of our workforce has transitioned to working remotely and those remaining in our offices are appropriately spaced.

At the same time, the Company enacted its disaster relief program, which allows 90-day extensions for borrowers impacted by the COVID-19 outbreak. During the six months ended June 30, 2020, the Company modified $2.66 billion in loans under its disaster relief program. Additionally, the Company participated in the SBA's PPP program and approximately $1.1 billion in loans under the program were outstanding at June 30, 2020. These loans bear interest at 1% and have two or five-year terms, depending on the date of origination. These loans also earn an origination fee of 1% to 5%, depending on the loan size, that is deferred and amortized over the estimated life of the loan using the effective yield method.

50


The COVID-19 pandemic materially impacted the allowance for credit losses and related provision for credit losses during the first quarter of 2020. Updated economic forecasts during the reasonable and supportable forecast period showed, among other things, a significant decline in expected GDP and an increase in expected unemployment rates. These factors were the primary drivers of the Company's $129.2 million provision for credit losses during the first six months of 2020. Additionally, the Company incurred $2.6 million in incremental expenses related to the COVID-19 pandemic primarily for additional sanitizing of our locations and “thank you” pay for certain of our employees who are unable to work remotely.

Critical Accounting Policies

There have been no significant changes to our critical accounting policies from those disclosed in our 2019 Annual Report on Form 10-K, as amended, except as described below related to the adoption of CECL. The reader should refer to the notes to our consolidated financial statements in our 2019 Annual Report on Form 10-K, as amended, for a full disclosure of all critical accounting policies.

Allowance for Credit Losses

The allowance for credit losses ("ACL") is a valuation allowance estimated at each balance sheet date in accordance with GAAP that is deducted from financial assets measured at amortized cost to present the net amount expected to be collected on those assets. Management uses a systematic methodology to determine its ACL for loans and certain off-balance-sheet credit exposures. Management considers relevant information including past events, current conditions, and reasonable and supportable forecasts on the collectability of the loan portfolio. The Company’s estimate of its ACL involves a high degree of judgment; therefore, management’s process for determining expected credit losses may result in a range of expected credit losses. It is possible that others, given the same information, may at any point in time reach a different reasonable conclusion. The Company’s ACL recorded in the balance sheet reflects management’s best estimate within the range of expected credit losses. The Company recognizes in the consolidated statements of income and comprehensive income the amount needed to adjust the ACL for management’s current estimate of expected credit losses. See Note 1 - Basis of Presentation and Accounting Policies in this Quarterly Report on Form 10-Q for further detailed descriptions of our estimation process and methodology related to the ACL. See also Note 4 — Loans in this Quarterly Report on Form 10-Q, “Loans and Allowance for Credit Losses” in this MD&A.

51


Results of Operations for the Three Months Ended June 30, 2020 and 2019
 
Consolidated Earnings and Profitability
 
Ameris reported net income available to common shareholders of $32.2 million, or $0.47 per diluted share, for the quarter ended June 30, 2020, compared with $38.9 million, or $0.82 per diluted share, for the same period in 2019. The Company’s return on average assets and average shareholders’ equity were 0.67% and 5.23%, respectively, in the second quarter of 2020, compared with 1.34% and 10.27%, respectively, in the second quarter of 2019. During the second quarter of 2020, the Company recorded pre-tax merger and conversion charges of $895,000, pre-tax restructuring charges related to branch consolidations and efficiency initiatives of $1.5 million, pre-tax servicing right impairment of $8.0 million, pre-tax gain on bank owned life insurance ("BOLI") proceeds of $845,000, pre-tax expenses related to SEC and DOJ investigation of $1.3 million, pre-tax expenses related to the COVID-19 pandemic of $2.0 million and pre-tax losses on the sale of premises of $281,000. During the second quarter of 2019, the Company incurred pre-tax merger and conversion charges of $3.5 million, pre-tax servicing right impairment of $1.5 million, pre-tax financial impact of hurricanes of $50,000 and pre-tax losses on the sale of premises of $2.8 million. Excluding these adjustment items, the Company’s net income would have been $42.4 million, or $0.61 per diluted share, for the second quarter of 2020 and $45.2 million, or $0.96 per diluted share, for the second quarter of 2019.
 
Below is a reconciliation of adjusted net income to net income, as discussed above.
  Three Months Ended June 30,
(in thousands, except share and per share data) 2020 2019
Net income available to common shareholders $ 32,236    $ 38,904   
Adjustment items:    
Merger and conversion charges 895    3,475   
Restructuring charge 1,463    —   
Servicing right impairment 7,989    1,460   
Gain on BOLI proceeds (845)   —   
Expenses related to SEC and DOJ investigation 1,294    —   
Natural disaster and pandemic expenses 2,043    50   
Loss on the sale of premises 281    2,800   
Tax effect of adjustment items (Note 1)
(2,933)   (1,479)  
After tax adjustment items 10,187    6,306   
Adjusted net income $ 42,423    $ 45,210   
Weighted average common shares outstanding - diluted 69,292,972    47,337,809   
Net income per diluted share $ 0.47    $ 0.82   
Adjusted net income per diluted share $ 0.61    $ 0.96   
Note 1: A portion of the merger and conversion charges for both periods are nondeductible for tax purposes.
 
52


Below is additional information regarding the retail banking activities, mortgage banking activities, warehouse lending activities, SBA activities and premium finance activities of the Company during the second quarter of 2020 and 2019, respectively:
  Three Months Ended
June 30, 2020
(dollars in thousands) Banking
Division
Retail
Mortgage
Division
Warehouse
Lending
Division
SBA
Division
Premium
 Finance
 Division
Total
Interest income $ 128,653    $ 34,714    $ 5,285    $ 8,757    $ 7,609    $ 185,018   
Interest expense 8,323    10,412    259    1,723    487    21,204   
Net interest income 120,330    24,302    5,026    7,034    7,122    163,814   
Provision for credit losses 86,805    423    403    2,322    (1,792)   88,161   
Noninterest income 14,468    104,195    727    1,570    —    120,960   
Noninterest expense            
Salaries and employee benefits 40,423    50,003    209    2,612    1,921    95,168   
Equipment and occupancy expenses 11,679    1,953      97    77    13,807   
Data processing and telecommunications expenses 8,919    1,406    55    15    119    10,514   
Other expenses 27,997    6,949    88    359    886    36,279   
Total noninterest expense 89,018    60,311    353    3,083    3,003    155,768   
Income before income tax expense (41,025)   67,763    4,997    3,199    5,911    40,845   
Income tax expense (8,582)   14,231    1,049    671    1,240    8,609   
Net income $ (32,443)   $ 53,532    $ 3,948    $ 2,528    $ 4,671    $ 32,236   

  Three Months Ended
June 30, 2019
(dollars in thousands) Banking
Division
Retail
Mortgage
Division
Warehouse
Lending
Division
SBA
Division
Premium
Finance
Division
Total
Interest income $ 98,892    $ 13,633    $ 5,550    $ 2,287    $ 8,666    $ 129,028   
Interest expense 14,137    6,066    2,563    1,105    3,506    27,377   
Net interest income 84,755    7,567    2,987    1,182    5,160    101,651   
Provision for credit losses 2,306    609    —    178    1,575    4,668   
Noninterest income 14,830    18,070    450    1,883      35,236   
Noninterest expense            
Salaries and employee benefits 24,228    11,886    162    735    1,320    38,331   
Equipment and occupancy expenses 7,034    670      65    64    7,834   
Data processing and telecommunications expenses 7,635    394    38      318    8,388   
Other expenses 22,728    2,385    75    359    1,151    26,698   
Total noninterest expense 61,625    15,335    276    1,162    2,853    81,251   
Income before income tax expense 35,654    9,693    3,161    1,725    735    50,968   
Income tax expense 8,691    2,170    664    362    177    12,064   
Net income $ 26,963    $ 7,523    $ 2,497    $ 1,363    $ 558    $ 38,904   
 
53


Net Interest Income and Margins
 
The following table sets forth the average balance, interest income or interest expense, and average interest rate for each category of interest-earning assets and interest-bearing liabilities, net interest spread, and net interest margin on average interest-earning assets for the three months ended June 30, 2020 and 2019. Federally tax-exempt income is presented on a taxable-equivalent basis assuming a 21% federal tax rate.
  Quarter Ended June 30,
  2020 2019
(dollars in thousands) Average
Balance
Interest
Income/
Expense
Average
Yield/
Rate Paid
Average
Balance
Interest
Income/
Expense
Average
Yield/
Rate Paid
Assets            
Interest-earning assets:            
Federal funds sold, interest-bearing deposits in banks, and time deposits in other banks $ 422,798    $ 168    0.16% $ 387,412    $ 2,533    2.62%
Investment securities 1,382,699    9,544    2.78% 1,264,415    9,512    3.02%
Loans held for sale 1,614,080    14,053    3.50% 154,707    1,632    4.23%
Loans 13,915,406    162,617    4.70% 8,740,561    116,413    5.34%
Total interest-earning assets 17,334,983    186,382    4.32% 10,547,095    130,090    4.95%
Noninterest-earning assets 1,887,198        1,078,249       
Total assets $ 19,222,181        $ 11,625,344       
Liabilities and Shareholders’ Equity            
Interest-bearing liabilities:            
Savings and interest-bearing demand deposits $ 7,355,593    $ 5,123    0.28% $ 4,567,335    $ 11,833    1.04%
Time deposits 2,473,177    9,150    1.49% 2,448,714    11,621    1.90%
Federal funds purchased and securities sold under agreements to repurchase 12,452    25    0.81% 3,213      0.25%
FHLB advances 1,212,537    1,686    0.56% 22,390    141    2.53%
Other borrowings 269,300    3,487    5.21% 145,453    2,210    6.09%
Subordinated deferrable interest debentures 123,120    1,733    5.66% 89,686    1,570    7.02%
Total interest-bearing liabilities 11,446,179    21,204    0.75% 7,276,791    27,377    1.51%
Demand deposits 5,061,578        2,723,843       
Other liabilities 236,051        105,112       
Shareholders’ equity 2,478,373        1,519,598       
Total liabilities and shareholders’ equity $ 19,222,181        $ 11,625,344       
Interest rate spread     3.57%     3.44%
Net interest income   $ 165,178        $ 102,713     
Net interest margin     3.83%     3.91%
 
On a tax-equivalent basis, net interest income for the second quarter of 2020 was $165.2 million, an increase of $62.5 million, or 60.8%, compared with $102.7 million reported in the same quarter in 2019. The higher net interest income is a result of growth in average interest earning assets which increased $6.79 billion, or 64.4%, from $10.55 billion in the second quarter of 2019 to $17.33 billion for the second quarter of 2020. This growth in interest earning assets resulted primarily from the Fidelity acquisition occurring in the third quarter of 2019, as well as organic growth in average loans, including PPP loans, and strong production in mortgage. The Company’s net interest margin during the second quarter of 2020 was 3.83%, down eight basis points from 3.91% reported in the second quarter of 2019. Loan production in the lines of business (including retail mortgage, warehouse lending, SBA and premium finance) amounted to $7.2 billion during the second quarter of 2020, with weighted average yields of 3.17%, compared with $2.6 billion and 5.20%, respectively, during the second quarter of 2019. Loan production yields in the lines of business were materially impacted by originations of Paycheck Protection Program ("PPP") loans in our SBA division. Excluding PPP loans, loan production in the lines of business amounted to $6.1 billion during the second quarter of 2020, with weighted average yields of 3.53%
 
Total interest income, on a tax-equivalent basis, increased to $186.4 million during the second quarter of 2020, compared with $130.1 million in the same quarter of 2019.  Yields on earning assets decreased to 4.32% during the second quarter of 2020, compared with 4.95% reported in the second quarter of 2019. During the second quarter of 2020, loans comprised 89.6% of average earning assets, compared with 84.3% in the same quarter of 2019. Yields on loans decreased to 4.70% in the second quarter of 2020, compared with 5.34% in the same period of 2019. Accretion income for the second quarter of 2020 was $9.6 million, compared with $3.1 million in the second quarter of 2019.

54


The yield on total interest-bearing liabilities decreased from 1.51% in the second quarter of 2019 to 0.75% in the second quarter of 2020. Total funding costs, inclusive of noninterest-bearing demand deposits, decreased to 0.52% in the second quarter of 2020, compared with 1.10% during the second quarter of 2019. Deposit costs decreased from 0.97% in the second quarter of 2019 to 0.39% in the second quarter of 2020. Non-deposit funding costs decreased from 6.03% in the second quarter of 2019 to 1.72% in the second quarter of 2020. The decrease in non-deposit funding costs was driven primarily by a shift in mix to short-term FHLB advances coupled with lower market interest rates being paid on FHLB advances. Average balances of interest bearing deposits and their respective costs for the second quarter of 2020 and 2019 are shown below:
  Three Months Ended
June 30, 2020
Three Months Ended
June 30, 2019
(dollars in thousands) Average
Balance
Average
Cost
Average
Balance
Average
Cost
NOW $ 2,441,305    0.21% $ 1,506,721    0.60%
MMDA 4,221,906    0.36% 2,655,108    1.43%
Savings 692,382    0.05% 405,506    0.08%
Retail CDs 2,471,134    1.49% 1,962,422    1.75%
Brokered CDs 2,043    2.76% 486,292    2.50%
Interest-bearing deposits $ 9,828,770    0.58% $ 7,016,049    1.34%
 
Provision for Credit Losses
 
The Company’s provision for credit losses during the second quarter of 2020 amounted to $88.2 million, compared with $4.7 million in the second quarter of 2019. This increase was primarily attributable to an updated economic forecast in our CECL model which reflects the impact of the coronavirus pandemic, including, among other things, a corresponding decrease in forecasted GDP and increase in forecasted unemployment. The provision for credit losses for the second quarter of 2020 was comprised of $68.4 million related to loans and $19.7 million related to unfunded commitments while the $4.7 million recorded for the second quarter of 2019 related solely to loans. At June 30, 2020, classified loans still accruing increased to $73.4 million, compared with $69.8 million at December 31, 2019. Non-performing assets as a percentage of total assets increased from 0.56% at December 31, 2019 to 0.59% at June 30, 2020. The increase in non-performing assets is primarily attributable to an increase in accruing loans past due 90 days or more within our premium finance division. Net charge-offs on loans during the second quarter of 2020 were approximately $9.2 million, or 0.27% of average loans on an annualized basis, compared with approximately $1.5 million, or 0.07%, in the second quarter of 2019. Approximately $3.7 million of the net charge-offs for the second quarter of 2020 was related to the sale of certain substandard loans acquired in the acquisition of Fidelity. The Company’s total allowance for loan losses at June 30, 2020 was $208.8 million, or 1.44% of total loans, compared with $38.2 million, or 0.30% of total loans, at December 31, 2019. This increase is primarily attributable to the adoption impact of CECL which increased the allowance for loan losses $78.7 million and the provision recorded year-to-date.
 
Noninterest Income
 
Total noninterest income for the second quarter of 2020 was $121.0 million, an increase of $85.7 million, or 243.3%, from the $35.2 million reported in the second quarter of 2019.  Service charges on deposit accounts decreased $2.2 million, or 18.5%, to $9.9 million in the second quarter of 2020, compared with $12.2 million in the second quarter of 2019. This decrease in service charges on deposit accounts is due primarily to the impact of the Durbin Amendment and a decrease in NSF income, partially offset by an increase in the number of deposit accounts resulting from the Fidelity acquisition in the third quarter of 2019 and organic growth. Income from mortgage-related activities was $104.9 million in the second quarter of 2020, an increase of $86.4 million, or 466.5%, from $18.5 million in the second quarter of 2019. Total production in the second quarter of 2020 amounted to $2.67 billion, compared with $585.1 million in the same quarter of 2019, while spread (gain on sale) increased to 3.53% in the current quarter, compared with 3.11% in the same quarter of 2019. The retail mortgage open pipeline finished the second quarter of 2020 at $2.67 billion, compared with $1.16 billion at March 31, 2020 and $287.4 million at the end of the second quarter of 2019. Mortgage-related activities were negatively impacted during the second quarter of 2020 by a mortgage servicing right impairment of $8.2 million compared with $1.5 million in the second quarter of 2019.

Other service charges, commissions and fees increased $327,000, or 40.7%, to $1.1 million during the second quarter of 2020, compared with $803,000 during the second quarter of 2019, due primarily to increased ATM fees. Other noninterest income increased $1.3 million, or 35.3%, to $5.0 million for the second quarter of 2020, compared with $3.7 million during the second quarter of 2019. The increase in other noninterest income was primarily attributable to a $845,000 gain on BOLI proceeds, an increase in servicing income from indirect automobile loans of $475,000, an increase of $318,000 in BOLI income and an increase in trust income of $595,000. These increases were partially offset by a decrease of $574,000 in gain on sales of SBA loans as the SBA division shifted its focus temporarily to PPP loan production during the second quarter of 2020.

55


Noninterest Expense
 
Total noninterest expenses for the second quarter of 2020 increased $74.5 million, or 91.7%, to $155.8 million, compared with $81.3 million in the same quarter 2019. Salaries and employee benefits increased $56.8 million, or 148.3%, from $38.3 million in the second quarter of 2019 to $95.2 million in the second quarter of 2020, due primarily to an increase of 868, or 48.8%, full-time equivalent employees from 1,777 at June 30, 2019 to 2,645 at June 30, 2020, resulting from staff added as a result of the Fidelity acquisition which occurred in the third quarter of 2019. Also contributing to the increase in salary and employee benefits was an increase in mortgage commissions of $23.6 million resulting from an increase in mortgage production. Occupancy and equipment expenses increased $6.0 million, or 76.2%, to $13.8 million for the second quarter of 2020, compared with $7.8 million in the second quarter of 2019, due primarily to an increase of 56 branch locations from 114 at June 30, 2019 to 170 at June 30, 2020, resulting from branch locations added as a result of the Fidelity acquisition. Data processing and telecommunications expense increased $2.1 million, or 25.3%, to $10.5 million in the second quarter of 2020, compared with $8.4 million in the second quarter of 2019, due to the Fidelity acquisition. Advertising and marketing expense was $1.5 million in the second quarter of 2020, compared with $2.0 million in the second quarter of 2019. Amortization of intangible assets increased $2.5 million, or 79.5%, from $3.1 million in the second quarter of 2019 to $5.6 million in the second quarter of 2020 due to additional amortization of intangible assets recorded as part of the Fidelity acquisition. Merger and conversion charges were $895,000 in the second quarter of 2020, compared with $3.5 million in the same quarter of 2019. Other noninterest expenses increased $10.2 million, or 59.8%, from $17.1 million in the second quarter of 2019 to $27.4 million in the second quarter of 2020, due primarily to an increase of $2.6 million in FDIC insurance, an increase of $1.9 million in legal fees, an increase of $3.1 million in mortgage servicing expenses, and an increase of $2.0 million in natural disaster and pandemic charges related to the COVID-19 pandemic. Also contributing to the increase in other noninterest expenses was an increase in volume in certain areas related to our acquisition of Fidelity and increases in variable expenses tied to production in our lines of business.

Income Taxes
 
Income tax expense is influenced by the statutory rate, the amount of taxable income, the amount of tax-exempt income and the amount of nondeductible expenses.  For the second quarter of 2020, the Company reported income tax expense of $8.6 million, compared with $12.1 million in the same period of 2019. The Company’s effective tax rate for the three months ending June 30, 2020 and 2019 was 21.1% and 23.7%, respectively. The decrease in the effective tax rate is primarily a result of decreased nondeductible expenses compared with the same period a year ago.
56


Results of Operations for the Six Months Ended June 30, 2020 and 2019

Consolidated Earnings and Profitability
 
Ameris reported net income available to common shareholders of $51.6 million, or $0.74 per diluted share, for the six months ended June 30, 2020, compared with $78.8 million, or $1.66 per diluted share, for the same period in 2019. The Company’s return on average assets and average shareholders’ equity were 0.56% and 4.17%, respectively, in the six months ended June 30, 2020, compared with 1.38% and 10.60%, respectively, in the same period in 2019. During the first six months of 2020, the Company incurred pre-tax merger and conversion charges of $1.4 million, pre-tax restructuring charges related to branch consolidations and efficiency initiatives of $1.5 million, pre-tax servicing right impairment of $30.2 million, pre-tax gain on BOLI proceeds of $845,000, pre-tax expenses related to SEC and DOJ investigation of $2.7 million, pre-tax expenses related to the COVID-19 pandemic of $2.6 million and pre-tax losses on the sale of premises of $751,000. During the first six months of 2019, the Company incurred pre-tax merger and conversion charges of $5.5 million, pre-tax restructuring charges related to branch consolidations of $245,000, pre-tax servicing right impairment of $1.5 million, pre-tax reduction in financial impact of hurricanes of $39,000 and pre-tax losses on the sale of premises of $3.7 million. Excluding these adjustment items, the Company’s net income would have been $81.6 million, or $1.18 per diluted share, for the six months ended June 30, 2020 and $87.8 million, or $1.85 per diluted share, for the same period in 2019.
 
Below is a reconciliation of adjusted net income to net income, as discussed above.
  Six Months Ended
June 30,
(in thousands, except share and per share data) 2020 2019
Net income available to common shareholders $ 51,558    $ 78,809   
Adjustment items:    
Merger and conversion charges 1,435    5,532   
Restructuring charge 1,463    245   
Servicing right impairment 30,154    1,460   
Gain on BOLI proceeds (845)   —   
Expenses related to SEC and DOJ investigation 2,737    —   
Natural disaster and pandemic charges 2,591    (39)  
Loss on the sale of premises 751    3,719   
Tax effect of adjustment items (Note 1)
(8,216)   (1,929)  
After tax adjustment items 30,070    8,988   
Adjusted net income $ 81,628    $ 87,797   
Weighted average common shares outstanding - diluted 69,413,027    47,394,911   
Net income per diluted share $ 0.74    $ 1.66   
Adjusted net income per diluted share $ 1.18    $ 1.85   
Note 1: A portion of the merger and conversion charges for all periods are nondeductible for tax purposes.

57


Below is additional information regarding the retail banking activities, mortgage banking activities, warehouse lending activities, SBA activities and premium finance activities of the Company during the six months ended June 30, 2020 and 2019, respectively:
  Six Months Ended
June 30, 2020
(dollars in thousands) Banking
Division
Retail
Mortgage
Division
Warehouse
Lending
Division
SBA
Division
Premium
 Finance
 Division
Total
Interest income $ 260,954    $ 68,125    $ 10,135    $ 12,485    $ 16,087    $ 367,786   
Interest expense 22,249    26,067    1,807    3,270    2,634    56,027   
Net interest income 238,705    42,058    8,328    9,215    13,453    311,759   
Provision for loan losses 122,802    2,420    394    1,419    2,173    129,208   
Noninterest income 32,241    138,564    1,687    2,847    —    175,339   
Noninterest expense
Salaries and employee benefits 82,044    81,100    419    4,088    3,463    171,114   
Equipment and occupancy expenses 22,026    3,457      194    156    25,835   
Data processing and telecommunications expenses 19,716    2,392    96    28    236    22,468   
Other expenses 58,642    12,824    122    874    1,942    74,404   
Total noninterest expense 182,428    99,773    639    5,184    5,797    293,821   
Income before income tax expense (34,284)   78,429    8,982    5,459    5,483    64,069   
Income tax expense (8,307)   16,639    1,886    1,146    1,147    12,511   
Net income $ (25,977)   $ 61,790    $ 7,096    $ 4,313    $ 4,336    $ 51,558   

  Six Months Ended
June 30, 2019
(dollars in thousands) Banking
Division
Retail
Mortgage
Division
Warehouse
Lending
Division
SBA
Division
Premium
Finance
Division
Total
Interest income $ 196,766    $ 26,145    $ 10,354    $ 4,461    $ 16,231    $ 253,957   
Interest expense 26,972    12,825    4,677    2,193    6,244    52,911   
Net interest income 169,794    13,320    5,677    2,268    9,987    201,046   
Provision for loan losses 4,364    745    —    409    2,558    8,076   
Noninterest income 29,200    32,360    829    3,613      66,007   
Noninterest expense
Salaries and employee benefits 52,160    20,093    323    1,462    2,625    76,663   
Equipment and occupancy expenses 14,315    1,436      124    161    16,038   
Data processing and telecommunications expenses 15,227    724    68      755    16,779   
Other expenses 39,684    4,499    143    746    2,124    47,196   
Total noninterest expense 121,386    26,752    536    2,337    5,665    156,676   
Income before income tax expense 73,244    18,183    5,970    3,135    1,769    102,301   
Income tax expense 17,466    3,783    1,254    658    331    23,492   
Net income $ 55,778    $ 14,400    $ 4,716    $ 2,477    $ 1,438    $ 78,809   
 
58


Net Interest Income and Margins
 
The following table sets forth the average balance, interest income or interest expense, and average yield/rate paid for each category of interest-earning assets and interest-bearing liabilities, net interest spread, and net interest margin on average interest-earning assets for the six months ended June 30, 2020 and 2019. Federally tax-exempt income is presented on a taxable-equivalent basis assuming a 21% federal tax rate.
  Six Months Ended
June 30,
  2020 2019
(dollars in thousands) Average
Balance
Interest
Income/
Expense
Average
Yield/
Rate Paid
Average
Balance
Interest
Income/
Expense
Average
Yield/
Rate Paid
Assets            
Interest-earning assets:            
Federal funds sold, interest-bearing deposits  in banks, and time deposits in other banks $ 434,843    $ 1,455    0.67% $ 447,815    $ 5,862    2.64%
Investment securities 1,419,580    19,825    2.81% 1,245,098    18,753    3.04%
Loans held for sale 1,600,606    27,690    3.48% 128,261    2,784    4.38%
Loans 13,308,960    321,253    4.85% 8,612,978    228,678    5.35%
Total interest-earning assets 16,763,989    370,223    4.44% 10,434,152    256,077    4.95%
Noninterest-earning assets 1,885,757        1,090,916       
Total assets $ 18,649,746        $ 11,525,068       
Liabilities and Shareholders’ Equity            
Interest-bearing liabilities:            
Savings and interest-bearing demand deposits $ 7,145,803    $ 17,855    0.50% $ 4,598,540    $ 23,066    1.01%
Time deposits 2,579,288    20,520    1.60% 2,425,704    22,072    1.83%
Federal funds purchased and securities sold under agreements to repurchase 14,045    65    0.93% 9,511    13    0.28%
FHLB advances 1,239,920    6,795    1.10% 14,368    185    2.60%
Other borrowings 269,377    6,998    5.22% 145,463    4,437    6.15%
Subordinated deferrable interest debentures 125,426    3,794    6.08% 89,516    3,138    7.07%
Total interest-bearing liabilities 11,373,859    56,027    0.99% 7,283,102    52,911    1.47%
Demand deposits 4,571,249        2,634,937       
Other liabilities 218,498        107,885       
Shareholders’ equity 2,486,140        1,499,144       
Total liabilities and shareholders’ equity $ 18,649,746        $ 11,525,068       
Interest rate spread     3.45%     3.48%
Net interest income   $ 314,196        $ 203,166     
Net interest margin     3.77%     3.93%
 
On a tax-equivalent basis, net interest income for the six months ended June 30, 2020 was $314.2 million, an increase of $111.0 million, or 54.6%, compared with $203.2 million reported in the same period of 2019. The higher net interest income is a result of growth in average interest earning assets which increased $6.33 billion, or 60.7%, from $10.43 billion in the first six months of 2019 to $16.76 billion for the first six months of 2020. This increase in average interest earning assets resulted primarily from the Fidelity acquisition occurring in the third quarter of 2019, as well as organic growth in average loans, including PPP loans, and strong production in mortgage.. Average loans increased $4.70 billion, or 54.5%, to $13.31 billion in the first six months of 2020 from $8.61 billion in the same period of 2019. The Company’s net interest margin was down 16 basis points during the first six months of 2020 to 3.77%, compared with 3.93% for the first six months of 2019.
 
Total interest income, on a tax-equivalent basis, increased to $370.2 million during the six months ended June 30, 2020, compared with $256.1 million in the same period of 2019. Yields on earning assets decreased to 4.44% during the first six months of 2020, compared with 4.95% reported in the same period of 2019. During the first six months of 2020, loans comprised 88.9% of average earning assets, compared with 83.8% in the same period of 2019. Yields on loans decreased to 4.85% during the six months ended June 30, 2020, compared with 5.35% in the same period of 2019. Accretion income for the first six months of 2020 was $16.1 million, compared with $6.0 million in the first six months of 2019.

The yield on total interest-bearing liabilities decreased from 1.47% during the six months ended June 30, 2019 to 0.99% in the same period of 2020. Total funding costs, inclusive of noninterest-bearing demand deposits, decreased to 0.71% in the first six months of 2020, compared with 1.08% during the same period of 2019. Deposit costs decreased from 0.94% in the first six months of 2019 to 0.54% in the same period of 2020. Non-deposit funding costs decreased from 6.06% in the first six months
59


of 2019 to 2.15% in the same period of 2020. The decrease in non-deposit funding costs was driven primarily by a shift in mix to short-term FHLB advances coupled with lower market interest rates being paid on FHLB advances. Average balances of interest bearing deposits and their respective costs for the six months ended June 30, 2020 and 2019 are shown below:
  Six Months Ended
June 30, 2020
Six Months Ended
June 30, 2019
(dollars in thousands) Average
Balance
Average
Cost
Average
Balance
Average
Cost
NOW $ 2,364,626    0.34% $ 1,530,224    0.58%
MMDA 4,113,275    0.66% 2,666,001    1.40%
Savings 667,902    0.09% 402,315    0.08%
Retail CDs 2,547,671    1.59% 1,927,474    1.67%
Brokered CDs 31,617    2.04% 498,230    2.49%
Interest-bearing deposits $ 9,725,091    0.79% $ 7,024,244    1.30%
 
Provision for Credit Losses
 
The Company’s provision for credit losses during the six months ended June 30, 2020 amounted to $129.2 million, compared with $8.1 million in the six months ended June 30, 2019. This increase was primarily attributable to an updated economic forecast in our CECL model which reflects the impact of the coronavirus pandemic including, among other things, a corresponding decrease in forecasted GDP and increase in forecasted unemployment. The provision for credit losses for the first six months of 2020 was comprised of $105.5 million related to loans and $23.7 million related to unfunded commitments while the $8.1 million recorded for the same period in 2019 related solely to loans. At June 30, 2020, classified loans still accruing increased to $73.4 million, compared with $69.8 million at December 31, 2019. Non-performing assets as a percentage of total assets increased from 0.56% at December 31, 2019 to 0.59% at June 30, 2020. Net charge-offs on loans during the first six months of 2020 were $13.6 million, or 0.20% of average loans on an annualized basis, compared with approximately $5.1 million, or 0.12%, in the first six months of 2019. The Company’s total allowance for credit losses on loans at June 30, 2020 was $208.8 million, or 1.44% of total loans, compared with $38.2 million, or 0.30% of total loans, at December 31, 2019. This increase is primarily attributable to the adoption impact of CECL which increased the allowance for credit losses on loans $78.7 million and the provision noted above.
 
Noninterest Income
 
Total noninterest income for the six months ended June 30, 2020 was $175.3 million, an increase of $109.3 million, or 165.6%, from the $66.0 million reported for the six months ended June 30, 2019.  Service charges on deposit accounts in the first six months of 2020 decreased $2.0 million, or 8.6%, to $21.8 million, compared with $23.8 million in the first six months of 2019. This decrease in service charge revenue was primarily attributable to lower debit card interchange income resulting from the Durban Amendment. Income from mortgage-related activities increased $107.1 million, or 322.5%, from $33.2 million in the first six months of 2019 to $140.3 million in the same period of 2020. Total production in the first six months of 2020 amounted to $4.03 billion, compared with $941.1 million in the same period of 2019, while spread (gain on sale) increased to 3.31% during the six months ended June 30, 2020, compared with 3.14% in the same period of 2019. The retail mortgage open pipeline was $2.67 billion at June 30, 2020, compared with $1.16 billion at the beginning of 2020 and $287.4 million at June 30, 2019. Mortgage-related activities was negatively impacted during the first six months of 2020 by a mortgage servicing right impairment of $29.0 million, compared with $1.5 million for the same period in 2019. Other service charges, commissions and fees were $2.3 million during the first six months of 2020, compared with $1.6 million during the first six months of 2019. Other noninterest income increased $3.8 million, or 52.1%, to $11.1 million for the first six months of 2020, compared with $7.3 million during the same period of 2019. The increase in other noninterest income was primarily attributable to an $845,000 gain on BOLI proceeds, an increase of $783,000 in BOLI income and an $1.1 million increase in trust income for the six months ended June 30, 2020 compared with the same period in 2019.

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 Noninterest Expense
 
Total noninterest expenses for the six months ended June 30, 2020 increased $137.1 million, or 87.5%, to $293.8 million, compared with $156.7 million in the same period of 2019. Salaries and employee benefits increased $94.5 million, or 123.2%, from $76.7 million in the first six months of 2019 to $171.1 million in the same period of 2020 due to staff additions resulting from the Fidelity acquisition and an increase of $35.8 million in mortgage commissions related to production increases. Occupancy and equipment expenses increased $9.8 million, or 61.1%, to $25.8 million for the first six months of 2020, compared with $16.0 million in the same period of 2019, due primarily to 56 branch locations being added during 2019 as a result of the Fidelity acquisition partially offset by branch consolidations subsequent to acquisition. Data processing and telecommunications expense increased $5.7 million, or 33.9%, to $22.5 million in the first six months of 2020, from $16.8 million reported in the same period of 2019. This increase in data processing and telecommunications during the first six months of 2020 reflects increased core banking system charges due to an increase in the number of accounts being processed by our core banking system. Credit resolution-related expenses increased $1.3 million, or 66.6%, from $1.9 million in the first six months of 2019 to $3.1 million in the same period of 2020. This increase in credit resolution-related expenses primarily resulted from additional write-downs on OREO properties. Amortization of intangible assets increased $5.0 million, or 79.6%, from $6.3 million in the first six months of 2019 to $11.2 million in the first six months of 2020, due primarily to additional amortization of intangible assets recorded as part of the Fidelity acquisition. Merger and conversion charges were $1.4 million in the first six months of 2020, compared with $5.5 million in the same period in 2019. Merger and conversion charges for both periods principally related to the Fidelity acquisition. Other noninterest expenses increased $25.0 million, or 83.9%, from $29.8 million in the first six months of 2019 to $54.8 million in the same period of 2020 resulting primarily from an increase of $4.8 million in FDIC insurance, an increase of $5.6 million in legal and other professional fees, $1.4 million in expenses principally related to final adjustments to the clawback liability on one of our FDIC loss share agreements and certain unreimbursed expenses related to that agreement, and an increase in volume in certain areas related to our acquisition of Fidelity. These increases were partially offset by a decrease of $3.0 million in loss on sale of fixed assets.
Income Taxes
 
Income tax expense is influenced by the statutory rate, the amount of taxable income, the amount of tax-exempt income and the amount of nondeductible expenses. For the six months ended June 30, 2020, the Company reported income tax expense of $12.5 million, compared with $23.5 million in the same period of 2019. The Company’s effective tax rate for the six months ended June 30, 2020 and 2019 was 19.5% and 23.0%, respectively. The decrease in the effective tax rate is due to a non-taxable gain on BOLI proceeds, loss carrybacks allowed a result of the recently enacted CARES Act and a reduction in nondeductible merger related expenses and meals and entertainment expenses recognized during 2020 compared with 2019.

Financial Condition as of June 30, 2020
 
Securities
 
Debt securities with readily determinable fair values are classified as available for sale and recorded at fair value with unrealized gains and losses excluded from earnings and reported in accumulated other comprehensive income, net of the related deferred tax effect. Restricted equity securities, are classified as other investment securities and are carried at cost and are periodically evaluated for impairment based on ultimate recovery of par value or cost basis.

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

Management and the Company’s Asset and Liability Committee (the “ALCO Committee”) evaluate securities in an unrealized loss position on at least a quarterly basis, and more frequently when economic or market concerns warrant such evaluation, to determine if credit-related impairment exists. Management first evaluates whether they intend to sell or more likely than not will be required to sell an impaired security before recovering its amortized cost basis. If either criteria is met, the entire amount of unrealized loss is recognized in earnings with a corresponding adjustment to the security's amortized cost basis. If either of the above criteria is not met, management evaluates whether the decline in fair value is attributable to credit or resulted from other factors. The Company does not intend to sell these investment securities at an unrealized loss position at June 30, 2020, and it is more likely than not that the Company will not be required to sell these securities prior to recovery or maturity. Based on the results of management's review, at June 30, 2020, management believes the unrealized losses have resulted from factors other than credit and no allowance for credit losses was recorded.
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The following table is a summary of our investment portfolio at the dates indicated.
June 30, 2020 December 31, 2019
(dollars in thousands) Amortized Cost Fair
Value
Amortized Cost Fair
Value
June 30, 2020        
U.S. government sponsored agencies $ 17,207    $ 17,681    $ 22,246    $ 22,362   
State, county and municipal securities 90,012    93,198    102,952    105,260   
Corporate debt securities 51,680    52,313    51,720    52,999   
SBA pool securities 67,241    69,942    73,704    73,912   
Mortgage-backed securities 962,445    1,005,762    1,129,816    1,148,870   
Total debt securities $ 1,188,585    $ 1,238,896    $ 1,380,438    $ 1,403,403   

The amounts of securities available for sale in each category as of June 30, 2020 are shown in the following table according to contractual maturity classifications: (i) one year or less, (ii) after one year through five years, (iii) after five years through ten years and (iv) after ten years.
U.S. Government
Sponsored Agencies
State, County and
Municipal Securities
Corporate Debt Securities
(dollars in thousands) Amount Yield
(1)
Amount Yield
(1)(2)
Amount Yield
(1)
One year or less $ —    —  % $ 18,247    3.33  % $ —    —  %
After one year through five years 16,525    1.92    26,530    3.47    14,799    2.72   
After five years through ten years 1,156    2.16    28,262    3.68    35,550    5.34   
After ten years —    —    20,159    3.53    1,964    5.65   
$ 17,681    1.93  % $ 93,198    3.51  % $ 52,313    4.62  %
SBA Pool Securities Mortgage-Backed Securities
(dollars in thousands) Amount Yield
(1)
Amount Yield
(1)
One year or less $ —    —  % $ 72    3.39  %
After one year through five years 2,496    2.03    45,453    2.77   
After five years through ten years 27,059    2.16    288,376    2.78   
After ten years 40,387    2.49    671,861    2.31   
$ 69,942    2.34  % $ 1,005,762    2.46  %
(1)Yields were computed using coupon interest, adding discount accretion or subtracting premium amortization, as appropriate, on a ratable basis over the life of each security. The weighted average yield for each maturity range was computed using the amortized cost of each security in that range.
(2)Yields on securities of state and political subdivisions are stated on a taxable-equivalent basis, using a tax rate of 21%.

Loans and Allowance for Credit Losses

At June 30, 2020, gross loans outstanding (including loans and loans held for sale) were $16.24 billion, up $1.76 billion from $14.48 billion reported at December 31, 2019. Loans held for sale increased from $1.66 billion at December 31, 2019 to $1.74 billion at June 30, 2020 primarily due to continued strong production in our mortgage division. Loans increased $1.68 billion, or 13.1%, from $12.82 billion at December 31, 2019 to $14.50 billion at June 30, 2020, driven primarily by $1.08 billion in PPP loans and organic growth.

The Company regularly monitors the composition of the loan portfolio to evaluate the adequacy of the allowance for loan losses in light of the impact that changes in the economic environment may have on the loan portfolio. The Company focuses on the following loan categories: (1) commercial, financial and agricultural; (2) consumer installment; (3) indirect automobile; (4) mortgage warehouse; (5) municipal; (6) premium finance; (7) construction and development related real estate; (8) commercial and farmland real estate; and (9) residential real estate. The Company’s management has strategically located its branches in select markets in Georgia, Florida, Alabama and South Carolina to take advantage of the growth in these areas.

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

The Company estimates the allowance for credit losses ("ACL") on loans based on the underlying assets’ amortized cost basis, which is the amount at which the financing receivable is originated or acquired, adjusted for applicable accretion or amortization of premium, discount, and net deferred fees or costs, collection of cash, and charge-offs. In the event that collection of principal becomes uncertain, the Company has policies in place to reverse accrued interest in a timely manner. Therefore, the Company has made a policy election to exclude accrued interest from the measurement of ACL.

Expected credit losses are reflected in the allowance for credit losses through a charge to credit loss expense. When the Company deems all or a portion of a financial asset to be uncollectible the appropriate amount is written off and the ACL is reduced by the same amount. The Company applies judgment to determine when a financial asset is deemed uncollectible; however, generally speaking, an asset will be considered uncollectible no later than when all efforts at collection have been exhausted. Subsequent recoveries, if any, are credited to the ACL when received.

The Company measures expected credit losses of financial assets on a collective (pool) basis, when the financial assets share similar risk characteristics. Depending on the nature of the pool of financial assets with similar risk characteristics, the Company uses the DCF method, the vintage method, the PD×LGD method or a qualitative approach.

The Company’s methodologies for estimating the ACL consider available relevant information about the collectability of cash flows, including information about past events, current conditions, and reasonable and supportable forecasts. The methodologies apply historical loss information, adjusted for asset-specific characteristics, economic conditions at the measurement date, and forecasts about future economic conditions expected to exist through the contractual lives of the financial assets that are reasonable and supportable, to the identified pools of financial assets with similar risk characteristics for which the historical loss experience was observed. The Company’s methodologies revert back to historical loss information on a straight-line basis over four quarters when it can no longer develop reasonable and supportable forecasts.

At the end of the second quarter of 2020, the allowance for credit losses on loans totaled $208.8 million, or 1.44% of loans, compared with $38.2 million, or 0.30% of loans, at December 31, 2019. Our nonaccrual loans increased slightly from $75.1 million at December 31, 2019 to $77.7 million at June 30, 2020. For the first six months of 2020, our net charge off ratio as a percentage of average loans increased to 0.20%, compared with 0.12% for the first six months of 2019. The total provision for credit losses for the first six months of 2020 was $129.2 million, increasing from $8.1 million recorded for the first six months of 2019. Our ratio of total nonperforming assets to total assets increased from 0.56% at December 31, 2019 to 0.59% at June 30, 2020.

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The following tables present an analysis of the allowance for loan losses as of and for the six months ended June 30, 2020 and 2019:
Six Months Ended
June 30,
(dollars in thousands) 2020 2019
Balance of allowance for credit losses on loans at beginning of period $ 38,189    $ 28,819   
Adjustment to allowance for adoption of ASU 2016-13 78,661    —   
Provision charged to operating expense 105,496    8,076   
Charge-offs:    
Commercial, financial and agricultural 2,972    1,157   
Consumer installment 2,104    3,068   
Indirect automobile 2,247    —   
Premium finance 2,734    2,185   
Real estate – construction and development 74    268   
Real estate – commercial and farmland 7,243    1,843   
Real estate – residential 625    354   
Total charge-offs 17,999    8,875   
Recoveries:
Commercial, financial and agricultural 665    604   
Consumer installment 1,420    504   
Indirect automobile 40    —   
Premium finance 1,360    1,660   
Real estate – construction and development 510    385   
Real estate – commercial and farmland 106    118   
Real estate – residential 345    502   
Total recoveries 4,446    3,773   
Net charge-offs 13,553    5,102   
Balance of allowance for credit for loan losses on loans at end of period $ 208,793    $ 31,793   

As of and for the Six Months Ended
(dollars in thousands) June 30, 2020 June 30, 2019
Allowance for credit losses on loans at end of period $ 208,793    $ 31,793   
Net charge-offs (recoveries) for the period 13,553    5,102   
Loan balances:
End of period 14,503,157    9,049,870   
Average for the period 13,915,406    8,612,978   
Net charge-offs as a percentage of average loans (annualized) 0.20  % 0.12  %
Allowance for credit losses on loans as a percentage of end of period loans 1.44  % 0.35  %

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Loans

Loans are stated at amortized cost. Balances within the major loans receivable categories are presented in the following table:
(dollars in thousands) June 30, 2020 December 31, 2019
Commercial, financial and agricultural $ 1,839,921    $ 802,171   
Consumer installment 575,782    498,577   
Indirect automobile 739,543    1,061,824   
Mortgage warehouse 748,853    526,369   
Municipal 731,508    564,304   
Premium finance 690,584    654,669   
Real estate – construction and development 1,641,744    1,549,062   
Real estate – commercial and farmland 4,804,420    4,353,039   
Real estate – residential 2,730,802    2,808,461   
$ 14,503,157    $ 12,818,476   
Non-Performing Assets

Non-performing assets include nonaccrual loans, accruing loans contractually past due 90 days or more, repossessed personal property, and OREO. Loans are placed on nonaccrual status when management has concerns relating to the ability to collect the principal and interest and generally when such loans are 90 days or more past due. Management performs a detailed review and valuation assessment of non-performing loans over $250,000 on a quarterly basis. When a loan is placed on nonaccrual status, any interest previously accrued but not collected is reversed against current income.

Nonaccrual loans totaled $77.7 million at June 30, 2020, an increase of $2.6 million, or 3.5%, from $75.1 million at December 31, 2019. Accruing loans delinquent 90 days or more totaled $15.1 million at June 30, 2020, an increase of $9.4 million, or 162.9%, compared with $5.8 million at December 31, 2019. At June 30, 2020, OREO totaled $23.6 million, an increase of $4.1 million, or 20.8%, compared with $19.5 million at December 31, 2019. Management regularly assesses the valuation of OREO through periodic reappraisal and through inquiries received in the marketing process.  At the end of the second quarter of 2020, total non-performing assets as a percent of total assets increased to 0.59% compared with 0.56% at December 31, 2019.

Non-performing assets at June 30, 2020 and December 31, 2019 were as follows:
(dollars in thousands) June 30, 2020 December 31, 2019
Nonaccrual loans $ 77,745    $ 75,124   
Accruing loans delinquent 90 days or more 15,126    5,754   
Repossessed assets 1,348    939   
Other real estate owned 23,563    19,500   
Total non-performing assets $ 117,782    $ 101,317   

Troubled Debt Restructurings

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

As of June 30, 2020 and December 31, 2019, the Company had a balance of $42.3 million and $35.2 million, respectively, in troubled debt restructurings. The following table presents the amount of troubled debt restructurings by loan class classified separately as accrual and nonaccrual at June 30, 2020 and December 31, 2019:
June 30, 2020 Accruing Loans Non-Accruing Loans
Loan Class #
Balance
(in thousands)
#
Balance
(in thousands)
Commercial, financial and agricultural 7 $ 592    13 $ 1,034   
Consumer installment 13 42    20 67   
Real estate – construction and development 5 919    4 308   
Real estate – commercial and farmland 18 5,252    8 1,877   
Real estate – residential 250 29,935    37 2,231   
Total 293 $ 36,740    82 $ 5,517   

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December 31, 2019 Accruing Loans Non-Accruing Loans
Loan Class #
Balance
(in thousands)
#
Balance
(in thousands)
Commercial, financial and agricultural 5 $ 516    17 $ 335   
Consumer installment 4   27 107   
Premium finance 1 156    —   
Real estate – construction and development 6 936    3 253   
Real estate – commercial and farmland 21 6,732    8 2,071   
Real estate – residential 197 21,261    40 2,857   
Total 234 $ 29,609    95 $ 5,623   

The following table presents the amount of troubled debt restructurings by loan class classified separately as those currently paying under restructured terms and those that have defaulted (defined as 30 days past due) under restructured terms at June 30, 2020 and December 31, 2019:
June 30, 2020 Loans Currently Paying
Under Restructured Terms
Loans that have Defaulted Under Restructured Terms
Loan Class #
Balance
(in thousands)
#
Balance
(in thousands)
Commercial, financial and agricultural 13 $ 1,355    7 $ 270   
Consumer installment 17 53    16 56   
Real estate – construction and development 6 921    3 305   
Real estate – commercial and farmland 22 6,115    4 1,014   
Real estate – residential 258 30,249    29 1,918   
Total 316 $ 38,693    59 $ 3,563   

December 31, 2019 Loans Currently Paying
Under Restructured Terms
Loans that have Defaulted Under Restructured Terms
Loan Class #
Balance
(in thousands)
#
Balance
(in thousands)
Commercial, financial and agricultural 11 $ 121    11 $ 730   
Consumer installment 13 57    18 58   
Premium finance —    1 156   
Real estate – construction and development 1   8 1,187   
Real estate – commercial and farmland 7 2,366    22 6,437   
Real estate – residential 55 4,454    182 19,664   
Total 87 $ 7,000    242 $ 28,232   

The following table presents the amount of troubled debt restructurings by types of concessions made, classified separately as accrual and nonaccrual at June 30, 2020 and December 31, 2019:
June 30, 2020 Accruing Loans Non-Accruing Loans
Type of Concession #
Balance
(in thousands)
#
Balance
(in thousands)
Forbearance of interest 17 $ 1,789    11 $ 1,853   
Forbearance of principal 80 14,332    20 2,140   
Forbearance of principal, extended amortization —    1 217   
Rate reduction only 70 9,737    3 128   
Rate reduction, maturity extension —    2 12   
Rate reduction, forbearance of interest 52 4,178    10 401   
Rate reduction, forbearance of principal 25 2,608    26 377   
Rate reduction, forgiveness of interest 49 4,096    8 388   
Rate reduction, forgiveness of principal —    1  
Total 293 $ 36,740    82 $ 5,517   

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December 31, 2019 Accruing Loans Non-Accruing Loans
Type of Concession #
Balance
(in thousands)
#
Balance
(in thousands)
Forbearance of interest 16 $ 1,860    14 $ 1,993   
Forgiveness of principal —    1 666   
Forbearance of principal 27 6,294    10 605   
Forbearance of principal, extended amortization —    1 225   
Rate reduction only 72 9,887    7 538   
Rate reduction, maturity extension —    2 15   
Rate reduction, forbearance of interest 49 4,250    19 793   
Rate reduction, forbearance of principal 19 3,267    30 264   
Rate reduction, forgiveness of interest 51 4,051    10 523   
Rate reduction, forgiveness of principal —    1  
Total 234 $ 29,609    95 $ 5,623   

The following table presents the amount of troubled debt restructurings by collateral types, classified separately as accrual and nonaccrual at June 30, 2020 and December 31, 2019:
June 30, 2020 Accruing Loans Non-Accruing Loans
Collateral Type #
Balance
(in thousands)
#
Balance
(in thousands)
Warehouse 4 $ 254    2 $ 326   
Raw land 4 855    5 685   
Hotel and motel 2 354    1 156   
Office 2 214    1 320   
Retail, including strip centers 9 4,380    —   
1-4 family residential 253 30,073    38 2,740   
Church —    1 182   
Automobile/equipment/CD 19 610    32 1,105   
Livestock —    1  
Unsecured —    1  
Total 293 $ 36,740    82 $ 5,517   

December 31, 2019 Accruing Loans Non-Accruing Loans
Collateral Type #
Balance
(in thousands)
#
Balance
(in thousands)
Warehouse 4 $ 267    2 $ 442   
Raw land 5 869    5 732   
Apartments —    —   
Hotel and motel 2 364    1 241   
Office 3 531    1 342   
Retail, including strip centers 11 5,520    —   
1-4 family residential 200 21,404    40 3,232   
Church —    1 183   
Automobile/equipment/CD 8 498    43 436   
Livestock —    1 14   
Unsecured 1 156    1  
Total 234 $ 29,609    95 $ 5,623   

Commercial Lending Practices

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

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The CRE guidance is applicable when either:

(1)total loans for construction, land development, and other land, net of owner-occupied loans, represent 100% or more of a bank’s total risk-based capital; or
(2)total loans secured by multifamily and nonfarm nonresidential properties and loans for construction, land development, and other land, net of owner-occupied loans, represent 300% or more of a bank’s total risk-based capital.

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

As of June 30, 2020, the Company exhibited a concentration in the CRE loan category based on Federal Reserve Call codes. The primary risks of CRE lending are:

(1)within CRE loans, construction and development loans are somewhat dependent upon continued strength in demand for residential real estate, which is reliant on favorable real estate mortgage rates and changing population demographics;
(2)on average, CRE loan sizes are generally larger than non-CRE loan types; and
(3)certain construction and development loans may be less predictable and more difficult to evaluate and monitor.

The following table outlines CRE loan categories and CRE loans as a percentage of total loans as of June 30, 2020 and December 31, 2019. The loan categories and concentrations below are based on Federal Reserve Call codes:
June 30, 2020 December 31, 2019
(dollars in thousands) Balance % of Total
Loans
Balance % of Total
Loans
Construction and development loans $ 1,641,743    11% $ 1,549,062    12%
Multi-family loans 273,244    2% 297,317    2%
Nonfarm non-residential loans (excluding owner-occupied) 2,819,757    19% 2,358,987    18%
Total CRE Loans (excluding owner-occupied)
4,734,744    33% 4,205,366    33%
All other loan types 9,768,413    67% 8,613,110    67%
Total Loans $ 14,503,157    100% $ 12,818,476    100%

The following table outlines the percentage of construction and development loans and total CRE loans, net of owner-occupied loans, to the Bank’s total risk-based capital, and the Company’s internal concentration limits as of June 30, 2020 and December 31, 2019:
Internal
Limit
Actual
June 30, 2020 December 31, 2019
Construction and development loans 100% 85% 88%
Total CRE loans (excluding owner-occupied) 300% 244% 238%

Short-Term Investments

The Company’s short-term investments are comprised of federal funds sold and interest-bearing deposits in banks. At June 30, 2020, the Company’s short-term investments were $428.6 million, compared with $375.6 million at December 31, 2019. At June 30, 2020, the Company had $20.0 million in federal funds sold and $408.6 million was in interest-bearing deposit balances at correspondent banks and the Federal Reserve Bank of Atlanta.

Derivative Instruments and Hedging Activities

The Company has a cash flow hedge that matures September 15, 2020 with a notional amount of $37.1 million at June 30, 2020 and December 31, 2019 for the purpose of converting the variable rate on certain junior subordinated debentures to a fixed rate of 4.11%. The fair value of this instrument was a liability of $170,000 at June 30, 2020 and $187,000 at December 31, 2019. No material hedge ineffectiveness from cash flow was recognized in the statement of operations. All components of each derivative’s gain or loss are included in the assessment of hedge effectiveness.

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The Company also has forward contracts and IRLCs to hedge changes in the value of the mortgage inventory due to changes in market interest rates. The fair value of these instruments amounted to an asset of $51.9 million and $7.8 million at June 30, 2020 and December 31, 2019, respectively, and a liability of $14.8 million and $4.5 million at June 30, 2020 and December 31, 2019, respectively.

Capital

Common Stock Repurchase Program

On September 19, 2019, the Company announced that its Board of Directors authorized the Company to repurchase up to $100.0 million of its outstanding common stock.  Repurchases of shares, which are authorized to occur through October 31 2020, must be made in accordance with applicable securities laws and may be made from time to time in the open market or by negotiated transactions. The amount and timing of repurchases will be based on a variety of factors, including share acquisition price, regulatory limitations and other market and economic factors. The program does not require the Company to repurchase any specific number of shares. As of June 30, 2020, $14.3 million, or 375,241 shares of the Company's common stock, had been repurchased under the program.

Fidelity Acquisition

On July 1, 2019, the Company issued 22,181,522 shares of its common stock to the shareholders of Fidelity. Such shares had a value of $39.19 per share at the time of issuance, resulting in an increase in shareholders’ equity of $869.3 million .

For additional information regarding the Fidelity acquisition, see Note 2.

Capital Management

Capital management consists of providing equity to support both current and anticipated future operations. The Company is subject to capital adequacy requirements imposed by the FRB and the Georgia Department of Banking and Finance (the "GDBF"), and the Bank is subject to capital adequacy requirements imposed by the FDIC and the GDBF.

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

In July 2013, the FRB published final rules for the adoption of the Basel III regulatory capital framework (the "Basel III Capital Rules"). The Basel III Capital Rules defined a new capital measure called "Common Equity Tier 1" ("CET1"), established that Tier 1 capital consist of Common Equity Tier 1 and "Additional Tier 1 Capital" instruments meeting specified requirements, defined Common Equity Tier 1, established a capital conservation buffer and expanded the scope of the adjustments as compared with existing regulations. The capital conservation buffer is 2.50% for 2020 and 2019.

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

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

b) The “CET1 Ratio” is defined as Common equity tier 1 capital to total risk weighted assets. To be considered “adequately capitalized” under this measurement, a bank must maintain a CET1 ratio greater than or equal to 4.50% (7.00% including the 2.50% capital conservation buffer). For a bank to be considered “well capitalized,” it must maintain a CET1 ratio greater than or equal to 6.50%.

c) The “Tier 1 Capital Ratio” is defined as Tier 1 capital to total risk weighted assets. To be considered “adequately capitalized” under this measurement, a bank must maintain a Tier 1 capital ratio greater than or equal to 6.00% (8.50% including the 2.50% capital conservation buffer). For a bank to be considered “well capitalized,” it must maintain a Tier 1 capital ratio greater than or equal to 8.00%.

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d) The “Total Capital Ratio” is defined as total capital to total risk weighted assets. To be considered “adequately capitalized” under this measurement, a bank must maintain a total capital ratio greater than or equal to 8.00% (10.50% including the 2.50% capital conservation buffer). For a bank to be considered “well capitalized,” it must maintain a total capital ratio greater than or equal to 10.00%.

In March 2020, the Office of the Comptroller of the Currency, the FRB and the FDIC issued an interim final rule that delays the estimated impact on regulatory capital stemming from the implementation of CECL. The interim final rule provides banking organizations that implement CECL in 2020 the option to delay for two years an estimate of CECL’s effect on regulatory capital, relative to the incurred loss methodology’s effect on regulatory capital, followed by a three-year transition period. As a result, the Company and Bank elected the five-year transition relief allowed under the interim final rule effective March 31, 2020.

As of June 30, 2020, under the regulatory capital standards, the Bank was considered “well capitalized” under all capital measurements. The following table sets forth the regulatory capital ratios of for the Company and the Bank at June 30, 2020 and December 31, 2019.
June 30, 2020 December 31, 2019
Tier 1 Leverage Ratio (tier 1 capital to average assets)
   
Consolidated 8.20% 8.48%
Ameris Bank 9.54% 9.73%
CET1 Ratio (common equity tier 1 capital to risk weighted assets)
   
Consolidated 9.84% 9.90%
Ameris Bank 11.44% 11.36%
Tier 1 Capital Ratio (tier 1 capital to risk weighted assets)
   
Consolidated 9.84% 9.90%
Ameris Bank 11.44% 11.36%
Total Capital Ratio (total capital to risk weighted assets)
   
Consolidated 13.25% 12.90%
Ameris Bank 12.76% 12.15%

Interest Rate Sensitivity and Liquidity

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

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

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

The Company uses a simulation modeling process to measure interest rate risk and evaluate potential strategies. Interest rate scenario models are prepared using software created and licensed from an outside vendor. The Company’s simulation includes all financial assets and liabilities. Simulation results quantify interest rate risk under various interest rate scenarios. Management then develops and implements appropriate strategies. The ALCO Committee has determined that an
70


acceptable level of interest rate risk would be for net interest income to increase/decrease no more than 20% given a change in selected interest rates of 200 basis points over any 24-month period.

Liquidity management involves the matching of the cash flow requirements of customers, who may be either depositors desiring to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet their credit needs, and the ability of Ameris to manage those requirements. The Company strives to maintain an adequate liquidity position by managing the balances and maturities of interest-earning assets and interest-bearing liabilities so that the balance it has in short-term assets at any given time will adequately cover any reasonably anticipated immediate need for funds. Additionally, the Bank maintains relationships with correspondent banks, which could provide funds on short notice, if needed. The Company has invested in FHLB stock for the purpose of establishing credit lines with the FHLB. The credit availability to the Bank is equal to 30% of the Bank’s total assets as reported on the most recent quarterly financial information submitted to the regulators subject to the pledging of sufficient collateral. At June 30, 2020 and December 31, 2019, the net carrying value of the Company’s other borrowings was $1.42 billion and $1.40 billion, respectively.

The following liquidity ratios compare certain assets and liabilities to total deposits or total assets:
June 30,
2020
March 31,
2020
December 31,
2019
September 30,
2019
June 30,
2019
Investment securities available for sale to total deposits 7.95% 9.77% 10.00% 10.92% 13.29%
Loans (net of unearned income) to total deposits 93.03% 94.58% 91.38% 93.90% 94.44%
Interest-earning assets to total assets 90.51% 89.57% 89.47% 89.27% 90.87%
Interest-bearing deposits to total deposits 64.11% 69.47% 70.06% 70.15% 71.08%

The liquidity resources of the Company are monitored continuously by the ALCO Committee and on a periodic basis by state and federal regulatory authorities. As determined under guidelines established by these regulatory authorities, the Company’s and the Bank’s liquidity ratios at June 30, 2020 were considered satisfactory. The Company is aware of no events or trends likely to result in a material change in liquidity.

Goodwill Impairment Testing

The Company has goodwill at its Banking Division and Premium Finance Division (collectively "the divisions"). The carrying value of goodwill at the Banking Division was $863.5 million and $867.1 million at June 30, 2020 and December 31, 2019, respectively. The carrying value of goodwill at the Premium Finance Division was $64.5 million at both June 30, 2020 and December 31, 2019. The Company performs its annual impairment test at December 31 of each year and more frequently if a triggering event occurs. At December 31, 2019, the Company performed a qualitative assessment of goodwill at the divisions and determined it was more likely than not that the reporting unit's fair value exceeded its carrying value. The Company performed an interim qualitative assessment at March 31, 2020 considering the decline in the Company's stock price relative to book value and the impact of COVID-19 on the economy and determined that it was more likely than not that the reporting unit's fair value exceeded its carrying value.

During the second quarter of 2020, the Company assessed the indicators of goodwill impairment and determined a triggering event had occurred. Triggering events included sustained decline in the Company's share price, the impact of COVID-19 on the economy and low interest rate environment. The Company performed a quantitative analysis of goodwill at the divisions as of May 31, 2020. The Premium Finance Division was measured utilizing a discounted cash flow approach. The Banking Division was measured using multiple approaches. The primary approach for the Banking Division was the discounted cash flow approach and the Company also used a market approach comparing to similar public companies multiples and control premiums from transactions during prior distressed periods. The results from each of the primary approaches showed valuation of the reporting unit in excess of carrying value at May 31, 2020. The discounted cash flow approach for the Premium Finance Division resulted in a fair value approximately 11% higher than its carrying value. The discounted cash flow approach for the Banking Division indicated a fair value approximately 42% higher than its carrying value and the market approach indicated a fair value approximately 5% higher than its carrying value. Economic conditions and forecasted results through June 30, 2020 are materially consistent with those modeled at May 31, 2020 and therefore, management determined no impairment existed at June 30, 2020.

Each of the valuation methods used by the Company requires significant assumptions. Depending on the specific method, assumptions are made regarding growth rates, discount rates for cash flows, control premiums, and selected multiples. Changes to any of the assumptions could result in significantly different results.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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

At June 30, 2020, the Company had one cash flow hedge with a notional amount of $37.1 million for the purpose of converting the variable rate on certain junior subordinated debentures to a fixed rate. The LIBOR rate swap exchanges fixed rate payments of 4.11% for floating rate payments based on the three-month LIBOR rate and matures September 2020. The fair value of this instrument was a liability of $170,000 at June 30, 2020 and $187,000 at December 31, 2019.

The Company also had forward contracts and IRLCs to hedge changes in the value of the mortgage inventory due to changes in market interest rates. The fair value of these instruments amounted to an asset of approximately $51.9 million and $7.8 million at June 30, 2020 and December 31, 2019, respectively, and a liability of $14.8 million and $4.5 million at June 30, 2020 and December 31, 2019, respectively.

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

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

The Company uses simulation analysis to monitor changes in net interest income due to changes in market interest rates. The simulation of rising, declining and flat interest rate scenarios allows management to monitor and adjust interest rate sensitivity to minimize the impact of market interest rate swings. The analysis of the impact on net interest income over a 12-month and 24-month period is subjected to gradual and parallel shocks of 100, 200, 300 and 400 basis point increases and decreases in market rates and is monitored on a quarterly basis.

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

Item 4. Controls and Procedures.

The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) or 15d-15(e) promulgated under the Exchange Act), as of the end of the period covered by this report, as required by paragraph (b) of Rules 13a-15 or 15d-15 of the Exchange Act. Based on such evaluation, such officers have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures are not effective, due to the material weakness in internal control over financial reporting described below.

A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s financial statements will not be prevented or detected on a timely basis.

We continue to have a material weakness in our internal control over financial reporting as disclosed in Management's Assessment of Internal Control over Financial Reporting in Item 9A. Controls and Procedures of our Annual Report on Form 10-K for the year ended December 31, 2019, as amended. Specifically, during the first quarter of 2020, the Company identified a control deficiency related to certain general ledger account reconciliations that began as of the conversion of Fidelity’s core platform on November 3, 2019. While the reconciliations were completed in a timely manner, various items, which were principally related to the acquired indirect auto loan portfolio, were not researched and resolved in a timely manner. This control deficiency creates a reasonable possibility that a material misstatement to the consolidated financial statements would not have been prevented or detected on a timely basis, and as such, management has concluded that the control deficiency represents a material weakness in internal control over financial reporting.

Because of this material weakness, management concluded that the Company did not maintain effective internal control over financial reporting as of June 30, 2020.

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Remediation Plan

Management has been actively engaged during the first half of 2020 in implementing remediation plans to address the material weakness. These plans include: (i) additional training for accounting staff performing the reconciliations; (ii) development of more detailed reconciliation procedures to allow for more timely research and resolution of items; (iii) increased personnel in the accounting department to ensure timeliness of clearing reconciling items; and (iv) the review of the system interface to the general ledger such that the number of reconciling items among impacted balance sheet accounts will be reduced.

The Company’s material weakness will not be considered remediated until the remediation plans have been implemented and tested and management concludes these controls are operating effectively.

Changes in Internal Control Over Financial Reporting

On January 1, 2020, the Company adopted ASU 2016-13 – Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The Company implemented changes to the policies, processes, and controls over the allowance for credit losses. Many of the controls mirror controls over our prior incurred loss methodology. New controls were implemented over data quality of critical data elements used in the new model, unfunded commitments and reconciliations. Other than the controls related to ASU 2016-13 and remediation efforts as described above, during the quarter ended June 30, 2020, there was no change in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 of the Exchange Act that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, the Company and the Bank are subject to various legal proceedings, claims and disputes that arise in the ordinary course of business. Additionally, in the ordinary course of business, the Company and the Bank are also subject to regulatory examinations, information gathering requests, inquiries and investigations. Based on the Company’s current knowledge, management presently does not believe that the liabilities arising from these legal matters will have a material adverse effect on the Company’s consolidated financial condition, results of operations or cash flows. However, it is possible that the ultimate resolution of these legal matters could have a material adverse effect on the Company’s results of operations and financial condition for any particular period.

Item 1A. Risk Factors.

There have been no material changes to the risk factors disclosed in Item 1A. of Part I of our Annual Report on Form 10-K for the year ended December 31, 2019, as amended, except as follows:

The ongoing COVID-19 pandemic and measures intended to prevent the disease's spread could have a material adverse effect on our business, financial condition and results of operations, and such effects will depend on future developments, which are highly uncertain and difficult to predict.

In December 2019, a novel coronavirus (COVID-19) was reported in China, and, in March 2020, the World Health Organization declared the outbreak a pandemic. On March 12, 2020, the President of the United States declared the COVID-19 outbreak in the United States a national emergency. The COVID-19 pandemic has caused significant economic dislocation in the United States, as many state and local governments have intermittently ordered non-essential businesses to close and residents to shelter in place at home. This has resulted in an unprecedented slowdown in economic activity and a related increase in unemployment and unemployment claims. In response to the COVID-19 outbreak, the Federal Reserve Board reduced the benchmark fed funds rate to a target range of 0% to 0.25%, and the yields on 10- and 30-year treasury notes declined to historic lows. The federal banking agencies have encouraged financial institutions to prudently work with affected borrowers and have provided relief from reporting loan classifications due to modifications related to the COVID-19 outbreak.

Additionally, the spread of the coronavirus has caused us to modify our business practices, including the implementation of temporary branch and office closures. Although the Company has established a pandemic response plan and procedures, our workforce has been, is and may continue to be impacted by COVID-19. We may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, customers and business partners. There is no certainty that such measures will be sufficient to mitigate the risks posed by the coronavirus or will otherwise be
73


satisfactory to government authorities. In addition, the unanticipated loss or unavailability of key employees due to the outbreak could harm our ability to operate our business or execute our business strategy.

Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the full impact of the COVID-19 outbreak on our business. The United States government has taken steps to attempt to mitigate some of the more severe anticipated economic effects of the coronavirus, including the passage of the CARES Act and subsequent legislation, but there can be no assurance that such steps will be effective or achieve their desired results in a timely fashion. The extent of such impact from the COVID-19 outbreak and related mitigation efforts will depend on future developments, which are highly uncertain, including, but not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume.

As the result, we could be subject to any of the following risks, among others, any of which could have a material, adverse effect on our business, financial condition, liquidity and results of operations:

demand for our products and services may decline, making it difficult to grow assets and income;
if the economy is unable to substantially and successfully reopen, and high levels of unemployment continue, for an extended period of time, loan delinquencies, problem assets and foreclosures may increase, resulting in increased charges and reduced income;
collateral for loans, especially real estate, may decline in value, which could cause loan losses to increase;
our allowance for loan losses may have to be increased if borrowers experience financial difficulties beyond forbearance periods, which will adversely affect our net income;
the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us; and
as the result of the decline in the Federal Reserve Board’s target federal funds rate, the yield on our assets may decline to a greater extent than the decline in our cost of interest-bearing liabilities, reducing our net interest margin and spread and reducing net income.

Any one or a combination of the factors identified above could negatively impact our business, financial condition and results of operations. Even after the COVID-19 outbreak has subsided, we may continue to experience materially adverse impacts to our business and prospects as a result of the virus’s global economic impact, including the availability of credit, adverse impacts on our liquidity and the consequences of any recession that has occurred or may occur in the future.

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

c) Issuer Purchases of Equity Securities.

The table below sets forth information regarding the Company’s repurchase of shares of its outstanding common stock during the three-month period ended June 30, 2020. 
Period Total
Number of
Shares
Purchased
Average Price
Paid Per Share
Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs
Approximate
Dollar Value of
Shares That
 May Yet be
Purchased
Under the Plans
or Programs(1)
April 1, 2020 through April 30, 2020(2)
593    $ 27.95    16,577    $ 85,723,412   
May 1, 2020 through May 31, 2020 —    $ —    —    $ 85,723,412   
June 1, 2020 through June 30, 2020 —    $ —    —    $ 85,723,412   
Total 593    $ 27.95    16,577    $ 85,723,412   
 
(1)On September 19, 2019, the Company announced that its Board of Directors authorized the Company to repurchase up to $100.0 million of its outstanding common stock.  Repurchases of shares, which are authorized to occur through October 31, 2020, will be made, if at all, in accordance with applicable securities laws and may be made from time to time in the open market or by negotiated transactions. The amount and timing of repurchases will be based on a variety of factors, including share acquisition price, regulatory limitations and other market and economic factors. The program does not require the Company to repurchase any specific number of shares. As of June 30, 2020, $14.3 million, or 375,241 shares of the Company's common stock, had been repurchased under the new program.
(2)The shares purchased from April 1, 2020 through April 30, 2020 consist of shares of common stock surrendered to the Company in payment of the income tax withholding obligations relating to the vesting of shares of restricted stock.

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Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits.
Exhibit
Number
  Description
   
3.1   Articles of Incorporation of Ameris Bancorp, as amended (incorporated by reference to Exhibit 2.1 to Ameris Bancorp’s Regulation A Offering Statement on Form 1-A filed with the SEC on August 14, 1987).
     
3.2
  Articles of Amendment to the Articles of Incorporation of Ameris Bancorp (incorporated by reference to Exhibit 3.7 to Ameris Bancorp’s Annual Report on Form 10-K filed with the SEC on March 26, 1999).
     
3.3
  Articles of Amendment to the Articles of Incorporation of Ameris Bancorp (incorporated by reference to Exhibit 3.9 to Ameris Bancorp’s Annual Report on Form 10-K filed with the SEC on March 31, 2003).
     
3.4
  Articles of Amendment to the Articles of Incorporation of Ameris Bancorp (incorporated by reference to Exhibit 3.1 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on December 1, 2005).
     
3.5
  Articles of Amendment to the Articles of Incorporation of Ameris Bancorp (incorporated by reference to Exhibit 3.1 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on November 21, 2008).
     
3.6
  Articles of Amendment to the Articles of Incorporation of Ameris Bancorp (incorporated by reference to Exhibit 3.1 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on June 1, 2011).
3.7
Articles of Amendment to the Articles of Incorporation of Ameris Bancorp.
3.8
  Bylaws of Ameris Bancorp, as amended and restated through June 11, 2020.
3.9
Amendments to Articles of Incorporation of Ameris Bancorp
Amendments to Bylaws of Ameris Bancorp, as amended and restated through June 11, 2020
  Rule 13a-14(a)/15d-14(a) Certification by the Company’s Chief Executive Officer.
     
  Rule 13a-14(a)/15d-14(a) Certification by the Company’s Chief Financial Officer.
     
  Section 1350 Certification by the Company’s Chief Executive Officer.
     
  Section 1350 Certification by the Company’s Chief Financial Officer.
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document.
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
Dated: August 10, 2020 AMERIS BANCORP
   
  /s/ Nicole S. Stokes
  Nicole S. Stokes
  Chief Financial Officer
(duly authorized signatory and principal accounting and financial officer)
 

77

ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
AMERIS BANCORP
Ameris Bancorp, a corporation organized and existing under the laws of the State of Georgia (the “Corporation”), does hereby certify:
I.
        The name of the Corporation is Ameris Bancorp.
II.
        The following amendments to the Articles of Incorporation of the Corporation were duly adopted by the shareholders of the Corporation in accordance with Section 14-2-1003 of the Georgia Business Corporation Code on June 11, 2020.
III.
        Effective upon the filing hereof, Article V of the Articles of Incorporation of the Corporation is hereby amended by deleting the first paragraph thereof in its entirety and substituting the following paragraph in lieu thereof: 
“Article V.
        The maximum number of shares of capital stock that this corporation shall be authorized to issue shall be 205,000,000 shares which are to be divided into two classes as follows: 200,000,000 shares of Common Stock, par value $1.00 per share, and 5,000,000 shares of Preferred Stock.”
III.
        Effective upon the filing hereof, Article XII of the Articles of Incorporation of the Corporation is hereby amended by deleting Section (2) thereof in its entirety and substituting the following in lieu thereof: 
“(2) Each director, including a director elected to fill a vacancy or a newly created directorship, shall hold office until the next annual meeting of shareholders and until his or her successor is elected and qualified or until his or her earlier death, resignation, or removal from office for cause.”
IV.
938305.3


        Effective upon the filing hereof, the Articles of Incorporation of the Corporation are hereby amended by deleting Article XIII thereof in its entirety without substitution.
IV.
All other provisions of the Articles of Incorporation of the Corporation shall remain in full force and effect.
IV.
The effective time and date of these Articles of Amendment shall be upon the filing hereof.

[Signature on Following Page]




IN WITNESS WHEREOF, Ameris Bancorp has caused these Articles of Amendment to be signed by its authorized officer this 16th day of June, 2020.
AMERIS BANCORP
By:  /s/ Jody L. Spencer    
Jody L. Spencer
Executive Vice President and General Counsel 



BYLAWS
OF
AMERIS BANCORP
AS AMENDED AND RESTATED
THROUGH JUNE 11, 2020

ARTICLE I
OFFICES
        Section 1. Registered Office. The Corporation shall maintain a registered office in the State of Georgia and shall have a registered agent whose business office is the same as such registered office.
        Section 2. Principal Office. The principal office of the Corporation shall be at the place designated in the Corporation’s annual registration with the Georgia Secretary of State. The Board of Directors shall have the power to change the location of the principal office at any time.
        Section 3. Other Offices. The Corporation may also have offices at such other places both in and outside the State of Georgia as the Board of Directors may from time to time determine and as the business of the Corporation may require or make desirable.
ARTICLE II
SHAREHOLDERS’ MEETINGS
        Section 1. Place of Meetings. Meetings of the shareholders shall be held either at the principal office of the Corporation or at any other place, either in or outside the State of Georgia, as shall be fixed by the Board of Directors and designated in the notice of the meeting or executed waiver of notice.
        Section 2. Annual Meetings. The Corporation shall hold an annual meeting of shareholders, on a date and at a time determined by the Board of Directors, to elect directors and to transact any business that properly may come before the meeting. The annual meeting may be combined with any other meeting of shareholders, whether annual or special.
        Section 3. Special Meetings. Special meetings of the shareholders shall be held upon call of the Chairman of the Board or the Chief Executive Officer and shall be called by the Chief Executive Officer or the Secretary when so directed by the Board of Directors or at the request in writing (in compliance with applicable requirements of the Georgia Business Corporation Code or any successor law or laws (the “GBCC”)) of the holders of shares representing at least 50% of the votes entitled to be cast on each issue proposed to be considered at the special meeting. Any such request shall state the purpose for which the meeting is to be called.
        Section 4. Notice of Meetings. Written notice of every meeting of shareholders, stating the place, date and time of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given personally, by mail or by and in accordance with any other manner provided in the GBCC to each shareholder of record entitled
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to vote at such meeting no fewer than 10 nor more than 60 days before the date of the meeting. Only business within the purpose or purposes described in the notice (including related or incidental matters that may be necessary or appropriate to effectuate the proposed business) may be conducted at a special meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with first-class postage thereon prepaid addressed to the shareholder at the shareholder’s address as it appears on the Corporation’s record of shareholders. Attendance of a shareholder at a meeting of shareholders shall constitute a waiver of notice of such meeting and of all objections to the place or time of meeting, or the manner in which it has been called or convened, except when a shareholder attends a meeting solely for the purpose of stating, at the beginning of the meeting, any such objections to the transaction of any business. Notice need not be given to any shareholder who waives notice in writing or by electronic transmission, signed by the shareholder entitled to the notice and delivered to the Corporation, either before or after the meeting.
        Section 5. Quorum. The holders of a majority of the stock issued and outstanding entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the shareholders except as otherwise provided by statute, by the Articles of Incorporation or by these Bylaws. If a quorum is not present or represented at any meeting of the shareholders, a majority of the shareholders entitled to vote thereat, present in person or represented by proxy, may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.
        Section 6. Conduct of Meetings. The Board of Directors may adopt by resolution rules and regulations for the conduct of the meeting of the shareholders as it deems appropriate. At every meeting of the shareholders, the Chairman of the Board, or in his or her absence or disability, the Chief Executive Officer, or, in his or her absence or disability, a director or officer designated by the Board of Directors, shall serve as chair of the meeting. The Secretary or, in his or her absence or disability, the person whom the chair of the meeting shall appoint secretary of the meeting, shall act as secretary of the meeting and keep the minutes thereof.
        The chair of the meeting shall determine the order of business and, in the absence of a rule adopted by the Board of Directors, shall establish rules for the conduct of the meeting. The chair of the meeting shall announce the close of the polls for each matter voted upon at the meeting, after which no ballots, proxies, votes, changes or revocations will be accepted. Polls for all matters before the meeting will be deemed to be closed upon final adjournment of the meeting.
        Section 7. Voting. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express
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provision of law or of the Articles of Incorporation or these Bylaws, a different vote is required, in which case such express provision shall govern and control the decision of the question. Each shareholder shall at every meeting of the shareholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power registered in such shareholder’s name on the books of the Corporation, but no proxy shall be voted or acted upon after 11 months from its date, unless otherwise provided in the proxy.
        Section 8. Consent of Shareholders. Any action required or permitted to be taken at any meeting of the shareholders may be taken without a meeting if all of the shareholders consent thereto in writing, setting forth the action so taken. Such consent shall have the same force and effect as a unanimous vote of shareholders.
        Section 9. Voting Lists. The officer or agent having charge of the share transfer records for shares of the Corporation shall prepare an alphabetical list of all shareholders entitled to notice of a meeting of shareholders, arranged by voting group and by class and series of shares, showing the address of and the number of shares held by each shareholder. The list shall be available for inspection by any shareholder during regular corporate hours at the principal place of business of the Corporation or, provided that the information required to gain access to such list is provided with the notice of the meeting upon request, on a reasonably accessible electronic network. The list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the entire meeting.
ARTICLE III
BOARD OF DIRECTORS
        Section 1. Powers. Except as otherwise provided by any legal agreement among shareholders, the property, affairs and business of the Corporation shall be managed and directed by its Board of Directors, which may exercise all powers of the Corporation and do all lawful acts and things which are not by law, by any legal agreement among shareholders, by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the shareholders.
        Section 2. Number, Election and Term.
        (a) The number of directors which shall constitute the whole Board shall be not fewer than seven nor more than 15. The Board of Directors shall be divided into three classes which shall be as nearly equal in number as is possible. At the first election of directors to such classified Board of Directors, each Class 1 director shall be elected to serve until the next ensuing annual meeting of shareholders, each Class 2 director shall be elected to serve until the second ensuing annual meeting of shareholders and each Class 3 director shall be elected to serve until the third ensuing annual meeting of shareholders. At each annual meeting of shareholders following the meeting at which the Board of Directors is initially classified, the number of directors equal to the class whose term expires at the time of such meeting shall be elected to serve until the third ensuing annual meeting of shareholders. In the event of any change in the authorized number of directors, the number of directors in each class shall be adjusted so that thereafter each of the three classes shall be composed, as nearly as may be possible, of
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onethird of the authorized number of directors, provided that any change in the authorized number of directors shall not increase or shorten the term of any director, and any decrease shall become effective only as and when the term or terms of office of the class or classes of directors affected thereby shall expire, or a vacancy or vacancies in such class or classes shall occur. The number of directors may be increased or decreased from time to time by the Board of Directors by amendment of this Section 2(a), but no decrease shall have the effect of shortening the term of an incumbent director. Directors shall be natural persons who have attained the age of 18 years, but need not be residents of the State of Georgia or shareholders of the Corporation. Employees of subsidiary corporations (who are not also officers of the Corporation) shall not be eligible to serve as directors. With the exception of James B. Miller, Jr., each director shall retire at the annual meeting following the date such director attains the age of 75.
        Notwithstanding anything to the contrary in this Section 2(a), commencing with the 2021 annual meeting of shareholders, the Board of Directors shall no longer be divided into three classes and each director shall be elected at each annual meeting of shareholders to serve until the next annual meeting of shareholders and until his or her successor is duly elected and qualified or until his or her earlier resignation, removal from office or death.
        (b) Except as provided in Section 3 of this Article, each director shall be elected by the vote of the majority of the votes cast with respect to that director’s election at any meeting for the election of directors at which a quorum is present; provided, however, that the directors shall be elected by the vote of a plurality of votes cast in connection with the election of directors at any meeting of shareholders with respect to which (i) the Secretary receives a notice that a shareholder has nominated a person for election to the Board of Directors in compliance with the requirements for shareholder nominees for director set forth in Section 2(c) of this Article and (ii) such nomination has not been withdrawn by such shareholder on or prior to the tenth day preceding the date the Corporation first mails its notice of meeting for such meeting to the shareholders. For purposes of this Section 2(b), a majority of the votes cast means that the number of shares voted “for” a nominee’s election must exceed the votes cast “against” such nominee’s election. Each director elected shall hold office until his or her successor is duly elected and qualified or until his or her earlier resignation, removal from office or death.
If a nominee for director is not elected and the nominee is an incumbent director, then the director shall promptly tender his or her resignation to the Board of Directors, the effectiveness of which shall be conditioned upon, and subject to, acceptance by the Board of Directors. The Corporate Governance and Nominating Committee of the Board of Directors will make a recommendation to the Board of Directors as to whether to accept or reject the tendered resignation, or whether other action should be taken. The Board of Directors will act on the tendered resignation, taking into account the Corporate Governance and Nominating Committee’s recommendation, and publicly disclose its decision regarding the tendered resignation and the rationale behind its decision within 90 days from the date of the certification of the election result. The Corporate Governance and Nominating Committee in making its recommendation, and the Board of Directors in making its decision, may each consider any factors or other information that they consider appropriate and relevant. The director who tenders his or her resignation will not participate in the recommendation of the Corporate
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Governance and Nominating Committee or the decision of the Board of Directors with respect to his or her resignation or in any deliberations related thereto.
        If a director’s resignation is accepted by the Board of Directors pursuant to this Section 2(b), or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board of Directors, in its sole discretion, may fill the resulting vacancy pursuant to the provisions of Section 3 of this Article or may decrease the size of the Board of Directors pursuant to the provisions of Section 2(a) of this Article. If a director’s resignation is not accepted by the Board of Directors pursuant to this Section 2(b), then such director will continue to serve until his or her successor is duly elected and qualified or until his or her earlier resignation, removal from office or death.
        (c) Nominations of persons for election to the Board of Directors may be made at a meeting of shareholders of the Corporation either by or at the direction of the Board of Directors or by any shareholder of record entitled to vote in the election of directors at such meeting who has complied with the notice procedures set forth in this Section 2(c). A shareholder who desires to nominate a person for election to the Board of Directors at a meeting of shareholders of the Corporation and who is eligible to make such nomination must give timely written notice of the proposed nomination to the Secretary. To be timely, a shareholder’s notice given pursuant to this Section 2(c) must be received at the principal executive office of the Corporation not fewer than 120 calendar days in advance of the date which is one year later than the date of the proxy statement of the Corporation released to shareholders in connection with the previous year’s annual meeting of shareholders of the Corporation; provided, however, that if no annual meeting of shareholders of the Corporation was held in the previous year or if the date of the forthcoming annual meeting of shareholders has been changed by more than 30 calendar days from the date contemplated at the time of the previous year’s proxy statement or if the forthcoming meeting is not an annual meeting of shareholders of the Corporation, then to be timely such shareholder’s notice must be so received not later than the close of business on the tenth day following the earlier of (i) the day on which notice of the date of the forthcoming meeting was mailed or given to shareholders by or on behalf of the Corporation or (ii) the day on which public disclosure of the date of the forthcoming meeting was made by or on behalf of the Corporation. Such shareholder’s notice to the Secretary shall set forth (i) as to each person whom the shareholder proposes to nominate for election or reelection as a director (A) the name, age, business address and residence address of such person, (B) the principal occupation or employment of such person, (C) the class and number of shares of capital stock of the Corporation which then are beneficially owned by such person, (D) any other information relating to such person that is required by law or regulation to be disclosed in solicitations of proxies for the election of directors of the Corporation and (E) such person’s written consent to being named as a nominee for election as a director and to serve as a director if elected and (ii) as to the shareholder giving notice (A) the name and address, as they appear in the stock records of the Corporation, of such shareholder, (B) the class and number of shares of capital stock of the Corporation which then are beneficially owned by such shareholder, (C) a description of all arrangements or understandings between such shareholder and each nominee for election as director and any other person or persons (naming such person or persons) relating to the nomination proposed to be made by such shareholder and (D) any other information required by law or regulation to be
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provided by a shareholder intending to nominate a person for election as a director of the Corporation. At the request of the Board of Directors, any person nominated by or at the direction of the Board of Directors for election as a director of the Corporation shall furnish to the Secretary the information concerning such nominee which is required to be set forth in a shareholder’s notice of a proposed nomination. No person shall be eligible for election as a director of the Corporation unless nominated in compliance with the procedures set forth in this Section 2(c). The chair of a meeting of shareholders of the Corporation shall refuse to accept the nomination of any person not made in compliance with the procedures set forth in this Section 2(c), and such defective nomination shall be disregarded.
        Section 3. Vacancies. Vacancies on the Board of Directors and newly created directorships resulting from an increase in the authorized number of members of the Board of Directors may be filled only by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, and a director so chosen shall hold office until the next annual meeting of shareholders and until his or her successor is duly elected and qualified or until his or her earlier resignation, removal from office or death.
        Section 4. Meetings and Notice. The Board of Directors may hold meetings, both regular and special, either in or outside the State of Georgia. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by resolution of the board. Special meetings of the board may be called by the Chairman of the Board or the Chief Executive Officer or by any two directors on one day’s oral or written notice (which shall include notice by electronic transmission in accordance with the GBCC) duly given or served on each director personally, or three days, notice deposited, first-class postage prepaid, in the United States mail. Such notice shall state a reasonable time, date and place of meeting, but the purpose need not be stated therein. Notice need not be given to any director who waives notice in writing or by electronic transmission, signed by the director and delivered to the Corporation, either before or after the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, waiver of all objections to the place and time of the meeting, or the manner in which it has been called or convened, except when the director states, at the beginning of the meeting, any such objection or objections to the transaction of business.
        Section 5. Quorum. At all meetings of the board a majority of directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board, except as may be otherwise specifically provided by law, by the Articles of Incorporation or by these Bylaws. If a quorum shall not be present at any meeting of the board, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
        Section 6. Conference Telephone Meeting. Unless the Articles of Incorporation or these by Bylaws otherwise provide, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or committee by means of conference telephone or similar communications equipment whereby all persons
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participating in the meeting can hear each other. Participation in such a meeting shall constitute presence in person.
        Section 7. Consent of Directors. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, setting forth the action so taken, and the writing or writings are filed with the minutes of the proceedings of the board or committee. Such consent shall have the same force and effect as a unanimous vote of the board.
        Section 8. Committees. The Board of Directors may by resolution passed by a majority of the whole board, designate from among its members one or more committees, each committee to consist of two or more directors. The board may designate one or more directors as alternate members of any committee, who may replace any absent member at any meeting of such committee. Any such committee, to the extent provided in the resolution, shall have and may exercise all of the authority of the Board of Directors in the management of the business and affairs of the Corporation except that it shall have no authority with respect to any of the following: (a) amending the Articles of Incorporation or these Bylaws; (b) adopting a plan of merger or consolidation; (c) the sale, lease, exchange or other disposition of all or substantially all of the property and assets of the Corporation; and (d) a voluntary dissolution of the Corporation or a revocation thereof. Such committee may determine its action and may fix the time and places of its meetings, unless otherwise provided by the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.
        Section 9. Removal of Directors. At any shareholders’ meeting with respect to which notice of such purpose has been given, any director may be removed from office, with cause, by the vote of shareholders representing a majority of the issued and outstanding capital stock entitled to vote for the election of directors, and his or her successor may be elected at the same or any subsequent meeting of shareholders; provided that to the extent any vacancy created by such removal is not filled by such an election within 60 days after such removal, the remaining directors shall, by majority vote, fill any such vacancy.
        Section 10. Compensation of Directors. Directors shall be entitled to such reasonable compensation for their services as directors or members of any committee of the board, and shall also be entitled to reimbursement for any reasonable expenses incurred in attending any meeting of the board or any such committee.
        Section 11. Chairman of the Board. The Board of Directors shall elect one of their members to be the Chairman of the Board. The Chairman of the Board shall be subject to the control of and may be removed by the Board of Directors. The Chairman of the Board shall preside at all meetings of shareholders and the Board of Directors (unless another person is selected in accordance with these Bylaws to act as chair) and shall have such other powers and duties as may be delegated to him or her from time to time by the Board of Directors.
ARTICLE IV
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OFFICERS
        Section 1. Number. The officers of the Corporation shall consist of a Chief Executive Officer and a Secretary, each of whom shall be elected or appointed by the Board of Directors. The Board of Directors from time to time may create and establish the duties of other offices and may elect or appoint, or authorize specific senior officers to appoint, the persons who shall hold such other offices, including, but not limited to, a President, a Treasurer, one or more Vice Presidents (including Executive Vice Presidents, Senior Vice Presidents, Assistant Vice Presidents, and the like), one or more Assistant Secretaries, and one or more Assistant Treasurers. Whether or not so provided by the Board of Directors, the Chairman of the Board may appoint one or more Assistant Secretaries and one or more Assistant Treasurers. Any two or more offices may be held by the same person, except the offices of Chief Executive Officer and Secretary.
        Section 2. Compensation. The salaries of all officers of the Corporation shall be fixed by the Board of Directors or a committee or officer appointed by the board.
        Section 3. Term of Office. Each officer shall serve at the pleasure of the Board of Directors (or, if appointed by a senior officer pursuant to this Article, at the pleasure of the Board of Directors or any senior officer authorized to have appointed the officer) until his or her death, resignation or removal, or until his or her replacement is elected or appointed in accordance with this Article.
        Section 4. Removal. All officers (regardless of how elected or appointed) may be removed, with or without cause, by the Board of Directors, and any officer appointed by another officer may also be removed, with or without cause, by any senior officer authorized to have appointed the officer to be removed. Removal will be without prejudice to the contract rights, if any, of the person removed, but shall be effective notwithstanding any damage claim that may result from infringement of such contract rights.
        Section 5. Vacancies. Any vacancies in an office resulting from any cause may be filled by the Board of Directors or by any senior officer authorized to appoint the persons who shall hold such office.
        Section 6. Powers and Duties. Except as hereinafter provided, the officers of the Corporation shall each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as from time to time may be conferred by the Board of Directors.
        (a) Chief Executive Officer. Unless otherwise provided in these Bylaws or by resolution of the Board of Directors, the Chief Executive Officer shall be the chief executive officer of the Corporation, shall be charged with the general and active management of the business of the Corporation, shall see that all orders and resolutions of the Board of Directors are carried into effect, shall have the authority to select and appoint employees and agents of the Corporation, and shall, in the absence or disability of the Chairman of the Board, perform the duties and exercise the powers of the Chairman of the Board. The Chief Executive Officer shall
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perform any other duties and have any other authority as may be delegated from time to time by the Board of Directors, and shall be subject to the limitations fixed from time to time by the Board of Directors.
        (b) President. The President (if there shall be one, and if such person is different from the Chief Executive Officer) shall, in the absence or disability of the Chief Executive Officer, or at the direction of the Chief Executive Officer, perform the duties and exercise the powers of the Chief Executive Officer, whether the duties and powers are specified in these Bylaws or otherwise. The President shall perform any other duties and have any other authority as from time to time may be delegated by the Board of Directors or the Chief Executive Officer.
        (c) Vice President. The Vice President (if there shall be one) shall, in the absence or disability of the Chief Executive Officer and the President (if there shall be one), or at the direction of the Chief Executive Officer and the President, perform the duties and exercise the powers of the Chief Executive Officer and the President, whether the duties and powers are specified in these Bylaws or otherwise. If the Corporation has more than one Vice President, the one designated by the Board of Directors or the Chief Executive Officer and the President (in that order of precedence) shall act in the event of the absence or disability of the Chief Executive Officer and the President. Vice Presidents shall perform any other duties and have any other authority as from time to time may be delegated by the Board of Directors or the Chief Executive Officer and the President.
        (d) Secretary. The Secretary shall be responsible for preparing minutes of the meetings of shareholders, directors and committees of directors and for authenticating records of the Corporation. The Secretary or any Assistant Secretary shall have authority to give all notices required by law or these Bylaws. The Secretary shall be responsible for the custody of the corporate books, records, contracts and other documents. The Secretary or any Assistant Secretary may affix the corporate seal to any lawfully executed documents requiring it, may attest to the signature of any officer of the Corporation and shall sign any instrument that requires the Secretary’s signature. The Board of Directors may also give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by such officer’s signature. The Secretary or any Assistant Secretary shall perform any other duties and have any other authority as from time to time may be delegated by the Board of Directors or the Chief Executive Officer.
        (e) Treasurer. Unless otherwise provided by the Board of Directors, the Treasurer shall be responsible for the custody of all funds and securities belonging to the Corporation and for the receipt, deposit or disbursement of these funds and securities under the direction of the Board of Directors. The Treasurer shall cause full and true accounts of all receipts and disbursements to be maintained and shall cause reports of these receipts and disbursements to be made to the Board of Directors and the Chief Executive Officer upon request. The Treasurer or Assistant Treasurer shall perform any other duties and have any other authority as from time to time may be delegated by the Board of Directors or the Chief Executive Officer.
        Section 7. Voting Securities of Corporation. Unless otherwise ordered by the Board of Directors, the Chief Executive Officer shall have full power and authority on behalf of the
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Corporation to attend and to act and vote at any meetings of security holders of corporations in which the Corporation may hold securities, and at such meetings shall possess and may exercise any and all rights and powers incident to the ownership of such securities which the Corporation might have possessed and exercised if it had been present. The Board of Directors by resolution from time to time may confer like powers upon any other person or persons.
ARTICLE V
DISTRIBUTIONS AND DIVIDENDS
 Unless the Articles of Incorporation provide otherwise, the Board of Directors, from time to time in its discretion and in accordance with the GBCC and any applicable banking regulations, may authorize or declare distributions or dividends on the capital stock of the Corporation, which may be payable in cash, in property or in shares of the Corporation’s capital stock.
ARTICLE VI
SHARE CERTIFICATES AND TRANSFERS
        Section 1. Shares of Stock. The shares of stock of the Corporation may be certificated or uncertificated, as provided under Georgia law, and shall be entered in the books of the Corporation and registered as they are issued. Any certificates representing shares of the capital stock shall be in such form as the Board of Directors shall prescribe, certifying the number and class of shares of the capital stock of the Corporation owned by the shareholder. Any such certificate may bear the seal of the Corporation or a facsimile thereof or may be represented by a global certificate through the Depository Trust Company. Any certificates issued to shareholders of the Corporation shall bear the name of the Corporation and state that it is organized under the laws of the State of Georgia, the name of the shareholder and the number and class (and the designation of the series, if any) of the shares represented. Each such certificate shall be signed in the name of the Corporation by the Chief Executive Officer (or in lieu thereof, by the Chairman of the Board or the President, if there be one) and may be signed by the Secretary or an Assistant Secretary; provided, however, that where the certificate is signed (either manually or by facsimile) by a transfer agent, or registered by a registrar, the signatures of those officers may be facsimiles. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing shares of the same class and series shall be identical. No share shall be issued until the consideration therefor, fixed as provided by law, has been fully paid.
        Within a reasonable time after the issuance or transfer of uncertificated shares of stock, the Corporation shall send to the registered owner thereof a written notice that shall set forth the name of the Corporation, that the Corporation is organized under the laws of the State of Georgia, the name of the shareholder, the number and class (and the designation of the series, if any) of the shares represented and any restrictions on the transfer or registration of such shares of stock imposed by the Articles of Incorporation, these Bylaws, any agreement among shareholders or any agreement between shareholders and the Corporation, and such other matters as are required by law.
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        Section 2. Lost, Stolen or Destroyed Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed upon the making of an affidavit of that fact by the owner of the allegedly lost, stolen or destroyed certificate. When authorizing the issue of a new certificate or certificates, the Board of Directors, in its discretion and as a condition precedent to the issuance thereof, may require the owner of the allegedly lost, stolen or destroyed certificate, or the owner’s legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against the Corporation or other obligees with respect to the certificate alleged to have been lost, stolen or destroyed or the issuance of such new certificate or certificates.
        Section 3. Transfers. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the Corporation to issue a new certificate or evidence of the issuance of uncertificated shares to the shareholder entitled thereto, cancel the old certificate and record the transaction upon the books of the Corporation. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares, such shares shall be cancelled, issuance of new equivalent uncertificated shares or certificated shares shall be made to the shareholder entitled thereto and the transaction shall be recorded upon the books of the Corporation. If the Corporation has a transfer agent or registrar acting on its behalf, the signature of any officer or representative thereof may be in facsimile.
        Section 4. Registered Shareholders. The Corporation may treat the holder of record of any shares issued by the Corporation as the holder in fact thereof, for purposes of voting those shares, receiving distributions thereon or notices in respect thereof, transferring those shares, exercising rights of dissent with respect to those shares, entering into agreements with respect to those shares in accordance with the laws of Georgia, or giving proxies with respect to those shares. Neither the Corporation nor any of its officers, directors, employees or agents shall be liable for regarding that person as the owner of those shares at that time for those purposes, regardless of whether that person possesses a certificate for those shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not the Corporation shall have express notice thereof, except as otherwise provided by law.
        Section 5. Transfer Agents and Registrars. The Board of Directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars.
ARTICLE VII
INDEMNIFICATION OF DIRECTORS AND OFFICERS
        Section 1. Right of Indemnification and Standards of Conduct. Every person (and the heirs and legal representatives of such person) who is or was a director or officer of the Corporation or any other corporation of which he or she served as such at the request of the Corporation and of which the Corporation directly or indirectly is a shareholder or creditor, or in which or in the stocks, bonds, securities or other obligations of which it is in any way interested,
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may in accordance with Section 2 of this Article, and to the extent permitted by the GBCC, be indemnified for any liability and expense that may be incurred by such person in connection with or resulting from any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (whether formal or informal and whether brought by or in the right of the Corporation or otherwise) (any such action, suit or proceeding being referred to in this Article as a “Proceeding”), or in connection with any appeal relating thereto, in which he or she may become involved, as a party or prospective party or otherwise, by reason of any action taken or not taken in his or her capacity as such director or officer or as a member of any committee appointed by the Board of Directors to act for, in the interest of, or on behalf of the Corporation, whether or not he or she continues to be such at the time such liability or expense shall have been incurred; provided such person (a) acted in good faith and (b) reasonably believed (i) in the case of conduct in the person’s official capacity, that the conduct was in the Corporation’s best interests; (ii) in all other cases, that the conduct was at least not opposed to the Corporation’s best interests; and (iii) in the case of a criminal Proceeding, that the person had no reasonable cause to believe that the conduct was unlawful.
        As used in this Article, the terms “liability” and “expense” shall include, but shall not be limited to, attorneys’ fees and disbursements, court costs, expert witness fees, amounts of judgments, fines or penalties, and amounts paid in compromise or settlement by a director or an officer. The termination of any Proceeding by judgment, order, compromise, settlement (with or without court approval) or conviction or upon a plea of guilty or of nolo contendere, or its equivalent, shall not create a presumption that a director or officer did not meet the standards of conduct set forth in this Section 1.
        Section 2. Determination of Right of Indemnification. Every person (and the heirs and legal representatives of such person) referred to in Section 1 of this Article who has been wholly successful, on the merits or otherwise, with respect to a Proceeding of the character described in Section 1 of this Article shall be entitled to indemnification as of right without any further action or approval by the Board of Directors. Except as provided in the immediately preceding sentence, any indemnification under Section 1 of this Article shall be made at the discretion of the Corporation, but only pursuant to a determination made in the manner set forth in Section 14-2-855 of the GBCC that indemnification is permissible in the circumstances.
        No director of the Corporation shall be personally liable to the Corporation or its shareholders for monetary damages for breach of such person’s duty of care or other duty as a director; provided that this provision shall eliminate or limit the liability of a director only to the maximum extent permitted from time to time by the GBCC.
        Notwithstanding the foregoing, no officer or director who was or is a party to any action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was an officer or director of this or such other corporation shall be indemnified in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Corporation unless and except to the extent that the Court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of
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all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the Court shall deem proper.
        Section 3. Advancement of Expenses. Expenses incurred with respect to any Proceeding of the character described in Section 1 of this Article may be advanced by the Corporation prior to the final disposition thereof upon receipt of a written affirmation by the recipient of his or her good faith belief that he or she has met the applicable standard of conduct and a written undertaking and agreement of the recipient to repay to the Corporation such amount if it is ultimately determined that he or she is not entitled to indemnification under this Article.
        Section 4. Rights of Indemnification Cumulative. The rights of indemnification provided in this Article shall be in addition to any rights to which any such director or officer or other person may otherwise be entitled under any bylaw, agreement, vote of shareholders or otherwise, and shall be in addition to the power of the Corporation to purchase and maintain insurance on behalf of any such director or officer or other person against any liability asserted against him or her and incurred by him or her in such capacity, or arising out of his or her status as such, regardless of whether the Corporation would have the power to indemnify against such liability under this Article or otherwise.
        Section 5. Notice to Shareholders. If the Corporation indemnifies or advances expenses to a director under any of Sections 14-2-851 through 14-2-854 of the GBCC in connection with a Proceeding by or in the right of the Corporation, the Corporation shall, to the extent required by Section 14-2-1621 or any other applicable provision of the GBCC, report the indemnification or advance in writing to the shareholders with or before the notice of the next shareholders’ meeting.
        Section 6. Amendment. Any amendment to this Article that limits or otherwise adversely affects the right of indemnification, advancement of expenses or other rights of any indemnified person hereunder shall, as to such indemnified person, apply only to Proceedings based on actions, events or omissions (collectively, “Post-Amendment Events”) occurring after such amendment and after delivery of notice of such amendment to the indemnified person so affected. Any indemnified person shall, as to any Proceeding based on actions, events or omissions occurring prior to the date of receipt of such notice, be entitled to the right of indemnification, advancement of expenses and other rights under this Article to the same extent as if such provisions had continued as part of the Bylaws without such amendment. This Section 6 cannot be altered, amended or repealed in a manner effective as to any indemnified person (except as to Post-Amendment Events) without the prior written consent of such indemnified person.
        Section 7. Successors. For purposes of this Article, the term “Corporation” shall include any corporation, joint venture, trust, partnership or unincorporated business association that is the successor to all or substantially all of the business or assets of this Corporation, as a result of merger, consolidation, sale, liquidation or otherwise, and any such successor shall be liable to the persons indemnified under this Article on the same terms and conditions and to the same extent as this Corporation.
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        Section 8. Severability. Each of the Sections of this Article, and each of the clauses set forth herein, shall be deemed separate and independent, and should any part of any such Section or clause be declared invalid or unenforceable by any court of competent jurisdiction, such invalidity or unenforceability shall in no way render invalid or unenforceable any other part thereof or any separate Section or clause of this Article that is not declared invalid or unenforceable.
ARTICLE VIII
GENERAL PROVISIONS
        Section 1. Record Date. In order that the Corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than 70 days and, in case of a meeting of shareholders, not fewer than 10 days prior to the date on which the particular action requiring such determination of shareholders is to be taken. If no record date is fixed for the determination of shareholders entitled to notice of and to vote at any meeting of shareholders, the record date shall be at the close of business on the day immediately preceding the day on which the notice is given, or, if notice is waived, at the close of business on the day immediately preceding the day on which the meeting is held. If no record date is fixed for other purposes, the record date shall be at the close of business on the day immediately preceding the day on which the Board of Directors adopts the resolution relating thereto. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the Board of Directors shall fix a new record date for the adjourned meeting.
        Section 2. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.
        Section 3. Seal. The Corporation may adopt a corporate seal in a form approved by the Board of Directors. The Board of Directors may authorize the use of one or more facsimile forms of the corporate seal. The corporate seal need not be used unless its use is required by law, by these Bylaws or by the Articles of Incorporation.
        Section 4. Annual Statements. Not later than four months after the close of each fiscal year, and in any case prior to the next annual meeting of shareholders, the Corporation shall prepare the following: (a) a balance sheet showing in reasonable detail the financial condition of the Corporation as of the close of its fiscal year; and (b) a profit and loss statement showing the results of the Corporation’s operations during its fiscal year. Upon written request, the Corporation promptly shall mail to any shareholder of record a copy of the most recent such balance sheet and profit and loss statement.
ARTICLE IX
AMENDMENTS
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        The Board of Directors shall have power to alter, amend or repeal these Bylaws or adopt new bylaws by majority vote of all of the directors, but any bylaws adopted by the Board of Directors may be altered, amended or repealed and new bylaws adopted, by the shareholders by majority vote of all of the shares having voting power.
* * * * *
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AMENDMENTS TO
ARTICLES OF INCORPORATION OF AMERIS BANCORP
Approved and Adopted By Shareholders June 11, 2020
Effective June 12, 2020

The following amendments to the Articles of Incorporation (the “Articles”) of Ameris Bancorp (the “Company”) were approved and adopted by the Company’s shareholders at the Company’s 2020 Annual Meeting of Shareholders held on June 11, 2020, and became effective June 12, 2020 with the Company’s filing with the Secretary of State of the State of Georgia of articles of amendment reflecting such amendments.
1.The first paragraph of Article V of the Articles was amended as follows, with deletions thereto indicated by strike-outs and additions thereto indicated by underlining:
“The maximum number of shares of capital stock that this corporation shall be authorized to issue shall be 105,000,00 205,000,000 shares which are to be divided into two classes as follows: 100,000,000 200,000,000 shares of Common Stock, par value $1.00 per share, and 5,000,000 shares of Preferred Stock.”
2.Article XIII of the Articles (set forth below) was deleted in its entirety without substitution.
XIII
Notwithstanding any provisions of these Articles of Incorporation or the Bylaws of the Corporation to the contrary, the affirmative vote of the holders of at least seventy-five percent (75%) of the voting power of all outstanding shares of capital stock of the Corporation then entitled to vote in an election of directors of the Corporation, voting as a single class, shall be required to alter, amend or repeal the provisions of Article XII hereof, this Article XIII or Article III, Section 2 of the Bylaws of the Corporation or to adopt any provision of these Articles of Incorporation or the Bylaws of the Corporation which is inconsistent with the provisions of Article XII hereof, this Article XIII or Article III, Section 2 of the Bylaws of the Corporation.”
3.Article XII, Section (2) of the Articles was amended as follows, with deletions thereto indicated by strike-outs and additions thereto indicated by underlining:
“(2) Each director, including a director elected to fill a vacancy or a newly created directorship, shall hold office until the next annual meeting of shareholders the next election of the class of directors to which such director belongs and until his or her successor is elected and qualified or until his or her earlier death, resignation, or removal from office for cause.”


AMENDMENTS TO
BYLAWS OF AMERIS BANCORP, AS AMENDED AND RESTATED
Approved and Adopted June 11, 2020

The following amendments to the Bylaws of Ameris Bancorp (the “Company”), as amended and restated (the “Bylaws”), were approved and adopted by the Company’s shareholders at the Company’s 2020 Annual Meeting of Shareholders held on June 11, 2020.
1.Article III, Section 2(a) of the Bylaws was amended to add the following new paragraph as the last paragraph thereof:
“ Notwithstanding anything to the contrary in this Section 2(a), commencing with the 2021 annual meeting of shareholders, the Board of Directors shall no longer be divided into three classes and each director shall be elected at each annual meeting of shareholders to serve until the next annual meeting of shareholders and until his or her successor is duly elected and qualified or until his or her earlier resignation, removal from office or death.”
2.Article III, Section 3 of the Bylaws was amended as follows, with deletions thereto indicated by strike-outs and additions thereto indicated by underlining:
“ Section 3. Vacancies. Vacancies on the Board of Directors and newly created directorships resulting from an increase in the authorized number of members of the Board of Directors may be filled only by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, and a director so chosen shall hold office until the next annual meeting of shareholders the next election of the class of directors to which such director belongs, or the next annual election of directors by the shareholders in the case of newly created directorships, and until his or her successor is duly elected and qualified or until his or her earlier resignation, removal from office or death.”



Exhibit 31.1
 
CERTIFICATION
 
I, H. Palmer Proctor, Jr., certify that:
 
1. I have reviewed this Quarterly Report on Form 10-Q for the period ended June 30, 2020, of Ameris Bancorp;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: August 10, 2020 /s/ H. Palmer Proctor, Jr.
  H. Palmer Proctor, Jr.
  Chief Executive Officer
  (principal executive officer)
 


Exhibit 31.2
 
CERTIFICATION
 
I, Nicole S. Stokes, certify that:
 
1. I have reviewed this Quarterly Report on Form 10-Q for the period ended June 30, 2020, of Ameris Bancorp;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: August 10, 2020 /s/ Nicole S. Stokes
  Nicole S. Stokes,
Chief Financial Officer
  (principal accounting and financial officer)
 
 


Exhibit 32.1
 
SECTION 1350 CERTIFICATION
 
I, H. Palmer Proctor, Jr., Chief Executive Officer of Ameris Bancorp (the “Company”), do hereby certify, in accordance with 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1. The Quarterly Report on Form 10-Q of the Company for the period ending June 30, 2020 (the “Periodic Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Dated: August 10, 2020 /s/ H. Palmer Proctor, Jr.
  H. Palmer Proctor, Jr.,
Chief Executive Officer
  (principal executive officer)
 

 



Exhibit 32.2
 
SECTION 1350 CERTIFICATION
 
I, Nicole S. Stokes, Executive Vice President and Chief Financial Officer of Ameris Bancorp (the “Company”), do hereby certify, in accordance with 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1. The Quarterly Report on Form 10-Q of the Company for the period ending June 30, 2020 (the “Periodic Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Dated: August 10, 2020 /s/ Nicole S. Stokes
  Nicole S. Stokes,
  Chief Financial Officer
  (principal accounting and financial officer)