RENASANT CORPORATION
|
||
(Exact name of registrant as specified in its charter)
|
||
|
|
|
Mississippi
|
|
64-0676974
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
209 Troy Street, Tupelo, Mississippi
|
|
38804-4827
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
|
|
Registrant’s telephone number, including area code
|
|
(662) 680-1001
|
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock, $5.00 par value
|
|
The NASDAQ Global Select Market
|
Large accelerated filer
|
þ
|
Accelerated filer
|
¨
|
|
|
|
|
Non-accelerated filer
|
¨
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
¨
|
Page
|
||
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
|
||
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
|
|
|
|
||
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
|
|
|
|
||
Item 15.
|
Market
|
|
Available Deposits (in billions)
|
|
Deposit
Share
|
|||
Mississippi
|
|
|
|
|
|||
Tupelo
|
|
$
|
2.0
|
|
|
41.5
|
%
|
DeSoto County
|
|
2.3
|
|
|
7.7
|
%
|
|
Oxford
|
|
1.1
|
|
|
10.9
|
%
|
|
Columbus
|
|
1.0
|
|
|
9.0
|
%
|
|
Starkville
|
|
0.9
|
|
|
26.4
|
%
|
|
Jackson
|
|
11.9
|
|
|
3.0
|
%
|
|
Tennessee
|
|
|
|
|
|||
Memphis
|
|
22.9
|
|
|
1.2
|
%
|
|
Nashville
|
|
41.0
|
|
|
1.1
|
%
|
|
Maryville
|
|
1.9
|
|
|
2.4
|
%
|
|
Alabama
|
|
|
|
|
|||
Birmingham
|
|
34.7
|
|
|
0.7
|
%
|
|
Decatur
|
|
1.8
|
|
|
17.3
|
%
|
|
Huntsville/Madison
|
|
6.8
|
|
|
1.5
|
%
|
|
Montgomery
|
|
6.3
|
|
|
1.0
|
%
|
|
Tuscaloosa
|
|
3.2
|
|
|
0.9
|
%
|
|
Florida
|
|
|
|
|
|||
Columbia
|
|
0.9
|
|
|
2.5
|
%
|
|
Gainesville
|
|
3.6
|
|
|
1.9
|
%
|
|
Ocala
|
|
4.6
|
|
|
2.5
|
%
|
|
Georgia
|
|
|
|
|
|||
Alpharetta/Roswell
|
|
7.9
|
|
|
2.3
|
%
|
|
Canton/Woodstock
|
|
2.7
|
|
|
5.0
|
%
|
|
Cartersville/Cumming
|
|
3.5
|
|
|
4.4
|
%
|
|
Gwinnett
|
|
14.7
|
|
|
0.9
|
%
|
|
Lowndes
|
|
1.8
|
|
|
2.2
|
%
|
-
|
The Consumer Financial Protection Bureau (the “CFPB”) was established as an independent bureau within the Federal Reserve. The CFPB has broad regulatory, supervisory and enforcement authority with respect to the offering and provision of consumer financial products and services under federal consumer protection laws by banks and thrifts with greater than $10 billion in assets. Since our assets are currently below this threshold, the Bank remains subject only to the supervision and enforcement of the FDIC with respect to the federal consumer financial protection laws. When and if we exceed $10 billion in assets, we will become subject to the CFPB’s authority, and it has established a reputation for aggressive enforcement of the federal consumer protection laws.
|
-
|
Tier 1 capital treatment for “hybrid” capital items like trust preferred securities is eliminated, subject to various grandfathering and transition rules.
|
-
|
The deposit insurance assessment base calculation now equals the depository institution’s average consolidated total assets minus its average tangible equity during the assessment period. Previously, the deposit insurance assessment was calculated based on the insured deposits held by the institution.
|
-
|
The minimum designated reserve ratio of the Deposit Insurance Fund increased 20 basis points to 1.35% of estimated annual insured deposits or assessment base. The FDIC also was directed to “offset the effect” of the increased reserve ratio for insured depository institutions with total consolidated assets of less than $10 billion. This means that institutions with greater than $10 billion in assets primarily bear the increase in deposit insurance premiums.
|
-
|
Bank holding companies and banks must be “well capitalized” and “well managed” in order to acquire banks located outside of their home state, which codified long-standing Federal Reserve policy. Any bank holding company electing to be treated as a financial holding company must be and remain “well capitalized” and “well managed.”
|
-
|
Capital requirements for insured depository institutions are now countercyclical, such that capital requirements increase in times of economic expansion and decrease in times of economic contraction.
|
-
|
The regulation of consumer protections regarding mortgage originations, including originator compensation, minimum repayment standards and prepayment consideration, has been expanded.
|
-
|
The “opt in” provisions of the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1997 have been eliminated, which allows state banks to establish de novo branches in states other than the bank’s home state if the law of such other state would permit a bank chartered in that state to open a branch at that location.
|
-
|
Created the Public Company Accounting Oversight Board. The Public Company Accounting Oversight Board is empowered to set auditing, quality control and ethics standards, to inspect registered public accounting firms, to conduct investigations and to take disciplinary actions, subject to SEC oversight and review;
|
-
|
Strengthened auditor independence from corporate management by, among other things, limiting the scope of consulting services that auditors can offer their public company audit clients;
|
-
|
Heightened the responsibility of public company directors and senior managers for the quality of the financial reporting and disclosure made by their companies. A number of provisions to deter wrongdoing by corporate management were also adopted;
|
-
|
Imposed a number of new corporate disclosure requirements; and
|
-
|
Imposed a range of new criminal penalties for fraud and other wrongful acts, as well as extended the period during which certain types of lawsuits can be brought against a company or its insiders.
|
-
|
be required to perform annual stress tests as described above in “Dividends; Source of Strength; Stress Testing;”
|
-
|
be required to establish a dedicated risk committee of our board of directors responsible for overseeing our enterprise-wide risk management policies, which must be commensurate with our capital structure, risk profile, complexity, activities, size and other appropriate risk-related factors, and including as a member at least one risk management expert;
|
-
|
be required to establish a dedicated risk committee of our board of directors responsible for overseeing our enterprise-wide risk management policies, which must be commensurate with our capital structure, risk profile, complexity, activities, size and other appropriate risk-related factors, and including as a member at least one risk management expert; and
|
-
|
be examined for compliance with federal consumer protection laws primarily by the CFPB.
|
-
|
We are now required to maintain a ratio of common equity Tier 1 capital to total risk-weighted assets of not less than 4.5%;
|
-
|
The minimum leverage capital ratio has been increased to 4% for all banking organizations (previously banking organizations that were highly rated and were not contemplating significant growth or expansion were allowed to maintain a 3% minimum leverage capital ratio);
|
-
|
The minimum Tier 1 risk-based capital ratio has been increased from 4% to 6%; and
|
-
|
The minimum total risked-based capital ratio that we are required to maintain remained at 8%.
|
-
|
acquiring or retaining a majority interest in a subsidiary;
|
-
|
investing as a limited partner in a partnership the sole purpose of which is direct or indirect investment in the acquisition, rehabilitation or new construction of a qualified housing project, provided that such limited partnership investments may not exceed 2% of the bank’s total assets;
|
-
|
acquiring up to 10% of the voting stock of a company that solely provides or reinsures directors’, trustees’ and officers’ liability insurance coverage or bankers’ blanket bond group insurance coverage for insured depository institutions; and
|
-
|
acquiring or retaining the voting shares of a depository institution if certain requirements are met.
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||||||||||||||
|
Average
Balance
|
|
Interest
Income/
Expense
|
|
Yield/
Rate
|
|
Average
Balance
|
|
Interest
Income/
Expense
|
|
Yield/
Rate
|
|
Average
Balance
|
|
Interest
Income/
Expense
|
|
Yield/
Rate
|
|||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Not purchased
(1)
|
$
|
4,531,231
|
|
|
$
|
195,552
|
|
|
4.32
|
%
|
|
$
|
3,646,823
|
|
|
$
|
161,535
|
|
|
4.43
|
%
|
|
$
|
3,052,003
|
|
|
$
|
141,764
|
|
|
4.64
|
%
|
Purchased
|
1,555,502
|
|
|
104,983
|
|
|
6.75
|
%
|
|
1,045,324
|
|
|
68,141
|
|
|
6.52
|
%
|
|
724,884
|
|
|
51,532
|
|
|
7.11
|
%
|
||||||
Purchased and covered
(4)
|
46,438
|
|
|
3,295
|
|
|
7.10
|
%
|
|
143,855
|
|
|
7,732
|
|
|
5.37
|
%
|
|
164,128
|
|
|
7,548
|
|
|
4.60
|
%
|
||||||
Total Loans
|
6,133,171
|
|
|
303,830
|
|
|
4.95
|
%
|
|
4,836,002
|
|
|
237,408
|
|
|
4.91
|
%
|
|
3,941,015
|
|
|
200,844
|
|
|
5.10
|
%
|
||||||
Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Taxable
(2)
|
721,661
|
|
|
15,305
|
|
|
2.12
|
|
|
732,016
|
|
|
15,946
|
|
|
2.18
|
|
|
698,808
|
|
|
16,026
|
|
|
2.29
|
|
||||||
Tax-exempt
|
351,950
|
|
|
16,555
|
|
|
4.70
|
|
|
331,206
|
|
|
16,709
|
|
|
5.04
|
|
|
303,641
|
|
|
15,981
|
|
|
5.26
|
|
||||||
Total securities
|
1,073,611
|
|
|
31,860
|
|
|
2.97
|
|
|
1,063,222
|
|
|
32,655
|
|
|
3.07
|
|
|
1,002,449
|
|
|
32,007
|
|
|
3.19
|
|
||||||
Interest-bearing balances with banks
|
89,514
|
|
|
459
|
|
|
0.51
|
|
|
74,776
|
|
|
215
|
|
|
0.29
|
|
|
138,299
|
|
|
395
|
|
|
0.29
|
|
||||||
Total interest-earning assets
|
7,296,296
|
|
|
336,149
|
|
|
4.61
|
|
|
5,974,000
|
|
|
270,278
|
|
|
4.52
|
|
|
5,081,763
|
|
|
233,246
|
|
|
4.59
|
|
||||||
Cash and due from banks
|
130,360
|
|
|
|
|
|
|
102,417
|
|
|
|
|
|
|
87,964
|
|
|
|
|
|
||||||||||||
Intangible assets
|
491,530
|
|
|
|
|
|
|
379,469
|
|
|
|
|
|
|
301,104
|
|
|
|
|
|
||||||||||||
FDIC loss share indemnification asset
|
4,961
|
|
|
|
|
|
|
8,928
|
|
|
|
|
|
|
20,617
|
|
|
|
|
|
||||||||||||
Other assets
|
493,363
|
|
|
|
|
|
|
410,168
|
|
|
|
|
|
|
325,069
|
|
|
|
|
|
||||||||||||
Total assets
|
$
|
8,416,510
|
|
|
|
|
|
|
$
|
6,874,982
|
|
|
|
|
|
|
$
|
5,816,517
|
|
|
|
|
|
|||||||||
Liabilities and shareholders’ equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-bearing demand
(3)
|
3,090,495
|
|
|
5,874
|
|
|
0.19
|
|
|
2,596,362
|
|
|
4,721
|
|
|
0.18
|
|
|
2,198,260
|
|
|
4,516
|
|
|
0.21
|
|
||||||
Savings deposits
|
525,498
|
|
|
372
|
|
|
0.07
|
|
|
433,838
|
|
|
321
|
|
|
0.07
|
|
|
346,608
|
|
|
289
|
|
|
0.08
|
|
||||||
Time deposits
|
1,587,444
|
|
|
11,610
|
|
|
0.73
|
|
|
1,392,171
|
|
|
8,673
|
|
|
0.62
|
|
|
1,412,200
|
|
|
11,411
|
|
|
0.81
|
|
||||||
Total interest-bearing deposits
|
5,203,437
|
|
|
17,856
|
|
|
0.34
|
|
|
4,422,371
|
|
|
13,715
|
|
|
0.31
|
|
|
3,957,068
|
|
|
16,216
|
|
|
0.41
|
|
||||||
Borrowed funds
|
523,812
|
|
|
10,291
|
|
|
1.96
|
|
|
376,208
|
|
|
7,950
|
|
|
2.11
|
|
|
186,318
|
|
|
7,711
|
|
|
4.14
|
|
||||||
Total interest-bearing liabilities
|
5,727,249
|
|
|
28,147
|
|
|
0.49
|
|
|
4,798,579
|
|
|
21,665
|
|
|
0.45
|
|
|
4,143,386
|
|
|
23,927
|
|
|
0.58
|
|
||||||
Noninterest-bearing deposits
|
1,467,881
|
|
|
|
|
|
|
1,125,969
|
|
|
|
|
|
|
921,903
|
|
|
|
|
|
||||||||||||
Other liabilities
|
105,342
|
|
|
|
|
|
|
73,519
|
|
|
|
|
|
|
59,426
|
|
|
|
|
|
||||||||||||
Shareholders’ equity
|
1,116,038
|
|
|
|
|
|
|
876,915
|
|
|
|
|
|
|
691,802
|
|
|
|
|
|
||||||||||||
Total liabilities and shareholders’ equity
|
$
|
8,416,510
|
|
|
|
|
|
|
$
|
6,874,982
|
|
|
|
|
|
|
$
|
5,816,517
|
|
|
|
|
|
|||||||||
Net interest income/ net interest margin
|
|
|
$
|
308,002
|
|
|
4.22
|
%
|
|
|
|
$
|
248,613
|
|
|
4.16
|
%
|
|
|
|
$
|
209,319
|
|
|
4.12
|
%
|
|
2016 Compared to 2015
|
|
2015 Compared to 2014
|
||||||||||||||||||||
|
Volume
|
|
Rate
|
|
Net
|
|
Volume
|
|
Rate
|
|
Net
|
||||||||||||
Interest income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Not purchased
(1)
|
$
|
38,168
|
|
|
$
|
(4,151
|
)
|
|
$
|
34,017
|
|
|
$
|
26,348
|
|
|
$
|
(6,577
|
)
|
|
$
|
19,771
|
|
Purchased
|
34,433
|
|
|
2,409
|
|
|
36,842
|
|
|
20,888
|
|
|
(4,279
|
)
|
|
16,609
|
|
||||||
Purchased and covered
|
(6,912
|
)
|
|
2,475
|
|
|
(4,437
|
)
|
|
(1,089
|
)
|
|
1,273
|
|
|
184
|
|
||||||
Securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Taxable
|
(220
|
)
|
|
(421
|
)
|
|
(641
|
)
|
|
726
|
|
|
(806
|
)
|
|
(80
|
)
|
||||||
Tax-exempt
|
976
|
|
|
(1,130
|
)
|
|
(154
|
)
|
|
1,390
|
|
|
(662
|
)
|
|
728
|
|
||||||
Interest-bearing balances with banks
|
75
|
|
|
169
|
|
|
244
|
|
|
(182
|
)
|
|
2
|
|
|
(180
|
)
|
||||||
Total interest-earning assets
|
66,520
|
|
|
(649
|
)
|
|
65,871
|
|
|
48,081
|
|
|
(11,049
|
)
|
|
37,032
|
|
||||||
Interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest-bearing demand deposits
|
939
|
|
|
214
|
|
|
1,153
|
|
|
724
|
|
|
(519
|
)
|
|
205
|
|
||||||
Savings deposits
|
64
|
|
|
(13
|
)
|
|
51
|
|
|
65
|
|
|
(33
|
)
|
|
32
|
|
||||||
Time deposits
|
1,428
|
|
|
1,509
|
|
|
2,937
|
|
|
(125
|
)
|
|
(2,613
|
)
|
|
(2,738
|
)
|
||||||
Borrowed funds
|
2,900
|
|
|
(559
|
)
|
|
2,341
|
|
|
4,013
|
|
|
(3,774
|
)
|
|
239
|
|
||||||
Total interest-bearing liabilities
|
5,331
|
|
|
1,151
|
|
|
6,482
|
|
|
4,677
|
|
|
(6,939
|
)
|
|
(2,262
|
)
|
||||||
Change in net interest income
|
$
|
61,189
|
|
|
$
|
(1,800
|
)
|
|
$
|
59,389
|
|
|
$
|
43,404
|
|
|
$
|
(4,110
|
)
|
|
$
|
39,294
|
|
|
Amount
|
|
Yield
|
|||
Held to Maturity:
|
|
|
|
|||
Obligations of other U.S. Government agencies and corporations
|
|
|
|
|||
Maturing within one year
|
$
|
1,499
|
|
|
1.25
|
%
|
Maturing after one year through five years
|
12,602
|
|
|
1.50
|
%
|
|
Obligations of states and political subdivisions
|
|
|
|
|||
Maturing within one year
|
9,920
|
|
|
4.47
|
%
|
|
Maturing after one year through five years
|
98,377
|
|
|
4.46
|
%
|
|
Maturing after five years through ten years
|
129,883
|
|
|
3.46
|
%
|
|
Maturing after ten years
|
104,001
|
|
|
4.71
|
%
|
|
Available for Sale:
|
|
|
|
|||
Obligations of other U.S. Government agencies and corporations
|
|
|
|
|||
Maturing after one year through five years
|
2,066
|
|
|
3.46
|
%
|
|
Trust preferred securities
|
|
|
|
|||
Maturing after ten years
|
23,749
|
|
|
1.55
|
%
|
|
Other debt securities - corporate debt
|
|
|
|
|||
Maturing after five years through ten years
|
1,047
|
|
|
5.05
|
%
|
|
Residential mortgage backed securities:
|
|
|
|
|||
Government agency MBS
|
414,019
|
|
|
2.01
|
%
|
|
Government agency CMO
|
171,362
|
|
|
1.98
|
%
|
|
Commercial mortgage backed securities:
|
|
|
|
|||
Government agency MBS
|
50,628
|
|
|
3.18
|
%
|
|
Government agency CMO
|
2,528
|
|
|
4.63
|
%
|
|
Other debt securities
|
21,006
|
|
|
2.36
|
%
|
|
|
$
|
1,042,687
|
|
|
2.97
|
%
|
|
One Year or Less
|
|
After One Year
Through Five Years
|
|
After Five Years
|
|
Total
|
||||||||
Commercial, financial, agricultural
|
$
|
346,142
|
|
|
$
|
308,009
|
|
|
$
|
63,339
|
|
|
$
|
717,490
|
|
Lease financing
|
2,385
|
|
|
34,814
|
|
|
9,642
|
|
|
46,841
|
|
||||
Real estate – construction
|
368,864
|
|
|
50,472
|
|
|
133,343
|
|
|
552,679
|
|
||||
Real estate – 1-4 family mortgage
|
642,931
|
|
|
536,940
|
|
|
698,306
|
|
|
1,878,177
|
|
||||
Real estate – commercial mortgage
|
782,723
|
|
|
1,429,137
|
|
|
687,035
|
|
|
2,898,895
|
|
||||
Installment loans to individuals
|
38,277
|
|
|
63,760
|
|
|
6,590
|
|
|
108,627
|
|
||||
|
$
|
2,181,322
|
|
|
$
|
2,423,132
|
|
|
$
|
1,598,255
|
|
|
$
|
6,202,709
|
|
|
Interest Sensitivity
|
||||||
|
Fixed
Rate
|
|
Variable
Rate
|
||||
Due after one year through five years
|
$
|
2,100,452
|
|
|
$
|
322,680
|
|
Due after five years
|
1,009,894
|
|
|
588,361
|
|
||
|
$
|
3,110,346
|
|
|
$
|
911,041
|
|
|
Certificates of
Deposit
|
|
Other
|
||||
Three Months or Less
|
$
|
100,332
|
|
|
$
|
3,981
|
|
Over Three through Six Months
|
93,660
|
|
|
1,216
|
|
||
Over Six through Twelve Months
|
147,140
|
|
|
12,038
|
|
||
Over 12 Months
|
519,020
|
|
|
3,812
|
|
||
|
$
|
860,152
|
|
|
$
|
21,047
|
|
|
December 31, 2016
|
||
|
Commercial Real Estate
|
||
Owner-occupied
|
$
|
1,212,265
|
|
Non-owner occupied
|
1,504,131
|
|
|
Construction
|
552,679
|
|
|
Land Development:
|
|
||
1-4 family mortgage
|
80,025
|
|
|
Commercial mortgage
|
182,499
|
|
|
Total Commercial real estate loans
|
$
|
3,531,599
|
|
—
|
Assets and liabilities may mature or reprice at different times. For example, if assets reprice more slowly than liabilities and interest rates are generally rising, earnings may initially decline.
|
—
|
Assets and liabilities may reprice at the same time but by different amounts. For example, when interest rates are generally rising, we may increase rates charged on loans by an amount that is less than the general increase in market interest rates because of intense pricing competition. Also, risk occurs when assets and liabilities have similar repricing frequencies but are tied to different market interest rate indices that may not move in tandem.
|
—
|
Short-term and long-term market interest rates may change by different amounts, i.e., the shape of the yield curve may affect new loan yields and funding costs differently.
|
—
|
The remaining maturity of various assets and liabilities may shorten or lengthen as interest rates change. For example, if long-term mortgage interest rates decline sharply, mortgage-backed securities held in our securities portfolio may prepay significantly earlier than anticipated, which could reduce portfolio income. If prepayment rates increase, we would be required to amortize net premiums into income over a shorter period of time, thereby reducing the corresponding asset yield and net interest income.
|
—
|
Interest rates may have an indirect impact on loan demand, credit losses, loan origination volume, the value of financial assets and financial liabilities, gains and losses on sales of securities and loans, the value of mortgage servicing rights and other sources of earnings.
|
—
|
maintain loan quality in the context of significant loan growth;
|
—
|
maintain adequate management personnel and systems to oversee such growth;
|
—
|
maintain adequate internal audit, loan review and compliance functions; and
|
—
|
implement additional policies, procedures and operating systems required to support such growth.
|
—
|
deposit attrition, customer loss and revenue loss;
|
—
|
the loss of key employees;
|
—
|
the disruption of our operations and business;
|
—
|
our inability to maintain and increase competitive presence;
|
—
|
possible inconsistencies in standards, control procedures and policies; and/or
|
—
|
unexpected problems with costs, operations, personnel, technology and credit.
|
—
|
the time and costs associated with identifying and evaluating potential acquisition and merger targets;
|
—
|
inaccuracies in the estimates and judgments used to evaluate credit, operations, management and market risks with respect to the target institution;
|
—
|
the time and costs of evaluating new markets, hiring experienced local management and opening new bank locations, and the time lags between these activities and the generation of sufficient assets and deposits to support the costs of the expansion;
|
—
|
our ability to finance an acquisition and possible dilution to our existing shareholders;
|
—
|
the diversion of our management’s attention to the negotiation of a transaction;
|
—
|
the incurrence of an impairment of goodwill associated with an acquisition and adverse effects on our results of operations;
|
—
|
entry into new markets where we lack experience; and
|
—
|
risks associated with integrating the operations and personnel of acquired businesses.
|
—
|
the ability to develop, maintain and build upon long-term customer relationships based on top quality service, high ethical standards and safe and sound assets;
|
—
|
the ability to expand our market position;
|
—
|
the scope, relevance and pricing of products and services offered to meet customer needs and demands;
|
—
|
the rate at which we introduce new products and services relative to our competitors;
|
—
|
customer satisfaction with our level of service; and
|
—
|
industry and general economic trends.
|
—
|
actual or anticipated variations in quarterly results of operations;
|
—
|
recommendations by securities analysts;
|
—
|
operating and stock price performance of other companies that investors deem comparable to us;
|
—
|
news reports relating to trends, concerns and other issues in the banking and financial services industry;
|
—
|
perceptions in the marketplace regarding us and/or our competitors;
|
—
|
new technology used, or services offered, by us or our competitors;
|
—
|
significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving us or our competitors;
|
—
|
failure to integrate acquisitions or realize anticipated benefits from acquisitions;
|
—
|
changes in government regulations; and
|
—
|
geopolitical conditions such as acts or threats of terrorism or military conflicts.
|
|
Dividends
Per Share
|
|
Prices
|
||||||||
|
High
|
|
Low
|
||||||||
2016
|
|
|
|
|
|
||||||
1st Quarter
|
$
|
0.17
|
|
|
$
|
34.41
|
|
|
$
|
29.49
|
|
2nd Quarter
|
0.18
|
|
|
35.00
|
|
|
30.21
|
|
|||
3rd Quarter
|
0.18
|
|
|
35.78
|
|
|
30.98
|
|
|||
4th Quarter
|
0.18
|
|
|
44.65
|
|
|
32.51
|
|
|||
|
|
|
|
|
|
||||||
2015
|
|
|
|
|
|
||||||
1st Quarter
|
$
|
0.17
|
|
|
$
|
30.09
|
|
|
$
|
26.14
|
|
2nd Quarter
|
0.17
|
|
|
33.47
|
|
|
28.98
|
|
|||
3rd Quarter
|
0.17
|
|
|
33.86
|
|
|
29.50
|
|
|||
4th Quarter
|
0.17
|
|
|
37.28
|
|
|
31.88
|
|
|
|
|
|
|
|
|
|
|
|
Period Ending December 31,
|
||||||||||||||||||||||
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
||||||||||||
Renasant Corporation
|
$
|
100.00
|
|
|
$
|
132.84
|
|
|
$
|
224.32
|
|
|
$
|
211.24
|
|
|
$
|
256.64
|
|
|
$
|
321.20
|
|
NASDAQ Market Index
|
100.00
|
|
|
117.45
|
|
|
164.57
|
|
|
188.84
|
|
|
201.98
|
|
|
219.89
|
|
||||||
SNL Geographic Index, Southeast
(1)
|
100.00
|
|
|
166.11
|
|
|
225.10
|
|
|
253.52
|
|
|
249.57
|
|
|
331.30
|
|
(1)
|
The SNL Geographic Index, Southeast, is a peer group of
86
regional bank holding companies, whose common stock is traded either on the New York Stock Exchange, NYSE Amex or NASDAQ, and who are headquartered in Alabama, Arkansas, Florida, Georgia, Mississippi, North Carolina, South Carolina, Tennessee, Virginia and West Virginia.
|
Year Ended December 31,
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Interest income
|
$
|
329,138
|
|
|
$
|
263,023
|
|
|
$
|
226,409
|
|
|
$
|
180,604
|
|
|
$
|
159,313
|
|
Interest expense
|
28,147
|
|
|
21,665
|
|
|
23,927
|
|
|
23,471
|
|
|
25,975
|
|
|||||
Net interest income
|
300,991
|
|
|
241,358
|
|
|
202,482
|
|
|
157,133
|
|
|
133,338
|
|
|||||
Provision for loan losses
|
7,530
|
|
|
4,750
|
|
|
6,167
|
|
|
10,350
|
|
|
18,125
|
|
|||||
Noninterest income
|
137,415
|
|
|
108,270
|
|
|
80,509
|
|
|
71,891
|
|
|
68,711
|
|
|||||
Noninterest expense
|
295,099
|
|
|
245,114
|
|
|
190,937
|
|
|
172,928
|
|
|
150,459
|
|
|||||
Income before income taxes
|
135,777
|
|
|
99,764
|
|
|
85,887
|
|
|
45,746
|
|
|
33,465
|
|
|||||
Income taxes
|
44,847
|
|
|
31,750
|
|
|
26,305
|
|
|
12,259
|
|
|
6,828
|
|
|||||
Net income
|
$
|
90,930
|
|
|
$
|
68,014
|
|
|
$
|
59,582
|
|
|
$
|
33,487
|
|
|
$
|
26,637
|
|
Per Common Share
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income – Basic
|
$
|
2.18
|
|
|
$
|
1.89
|
|
|
$
|
1.89
|
|
|
$
|
1.23
|
|
|
$
|
1.06
|
|
Net income – Diluted
|
2.17
|
|
|
1.88
|
|
|
1.88
|
|
|
1.22
|
|
|
1.06
|
|
|||||
Book value at December 31
|
27.81
|
|
|
25.73
|
|
|
22.56
|
|
|
21.21
|
|
|
19.80
|
|
|||||
Closing price
(2)
|
42.22
|
|
|
34.41
|
|
|
28.93
|
|
|
31.46
|
|
|
19.14
|
|
|||||
Cash dividends declared and paid
|
0.71
|
|
|
0.68
|
|
|
0.68
|
|
|
0.68
|
|
|
0.68
|
|
|||||
Dividend payout
|
32.72
|
%
|
|
36.17
|
%
|
|
36.17
|
%
|
|
55.74
|
%
|
|
64.15
|
%
|
|||||
At December 31,
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets
|
$
|
8,699,851
|
|
|
$
|
7,926,496
|
|
|
$
|
5,805,129
|
|
|
$
|
5,746,270
|
|
|
$
|
4,178,616
|
|
Loans, net of unearned income
|
6,202,709
|
|
|
5,413,462
|
|
|
3,987,874
|
|
|
3,881,018
|
|
|
2,810,253
|
|
|||||
Securities
|
1,030,530
|
|
|
1,105,205
|
|
|
983,747
|
|
|
913,329
|
|
|
674,077
|
|
|||||
Deposits
|
7,059,137
|
|
|
6,218,602
|
|
|
4,838,418
|
|
|
4,841,912
|
|
|
3,461,221
|
|
|||||
Borrowings
|
312,135
|
|
|
570,496
|
|
|
188,825
|
|
|
171,875
|
|
|
164,706
|
|
|||||
Shareholders’ equity
|
1,232,883
|
|
|
1,036,818
|
|
|
711,651
|
|
|
665,652
|
|
|
498,208
|
|
|||||
Selected Ratios
|
|
|
|
|
|
|
|
|
|
||||||||||
Return on average:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
1.08
|
%
|
|
0.99
|
%
|
|
1.02
|
%
|
|
0.71
|
%
|
|
0.64
|
%
|
|||||
Shareholders’ equity
|
8.15
|
%
|
|
7.76
|
%
|
|
8.61
|
%
|
|
6.01
|
%
|
|
5.39
|
%
|
|||||
Average shareholders’ equity to average assets
|
13.26
|
%
|
|
12.76
|
%
|
|
11.89
|
%
|
|
11.78
|
%
|
|
11.96
|
%
|
|||||
At December 31,
|
|
|
|
|
|
|
|
|
|
||||||||||
Shareholders’ equity to assets
|
14.17
|
%
|
|
13.08
|
%
|
|
12.26
|
%
|
|
11.58
|
%
|
|
11.92
|
%
|
|||||
Allowance for loan losses to total loans, net of unearned income
(3)
|
0.91
|
%
|
|
1.11
|
%
|
|
1.29
|
%
|
|
1.65
|
%
|
|
1.72
|
%
|
|||||
Allowance for loan losses to nonperforming loans
(3)
|
320.08
|
%
|
|
283.46
|
%
|
|
209.49
|
%
|
|
248.90
|
%
|
|
146.90
|
%
|
|||||
Nonperforming loans to total loans, net of unearned income
(3)
|
0.28
|
%
|
|
0.39
|
%
|
|
0.62
|
%
|
|
0.66
|
%
|
|
1.17
|
%
|
(1)
|
Selected consolidated financial data includes the effect of mergers and other acquisition transactions from the date of each merger or other transaction. On April 1, 2016, Renasant Corporation acquired KeyWorth Bank, a Georgia corporation ("KeyWorth"), headquartered in Johns Creek, Georgia. On July 1, 2015, Renasant Corporation acquired Heritage Financial Group, Inc., a Maryland corporation (“Heritage”), headquartered in Albany, Georgia. On September 1, 2013, Renasant Corporation acquired First M&F Corporation, a Mississippi corporation (“First M&F”), headquartered in Kosciusko, Mississippi. Refer to Item 1, Business, and Note 2, “Mergers and Acquisitions,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, for additional information about mergers and other acquisition transactions.
|
(2)
|
Reflects the closing price on The NASDAQ Global Select Market on the last trading day of the Company’s fiscal year.
|
(3)
|
Excludes assets acquired from KeyWorth, Heritage and First M&F and assets covered under loss share agreements with the FDIC. On December 8, 2016, Renasant Bank entered into an agreement with the FDIC that terminated all of the Bank's loss share agreements.
|
—
|
Effective April 1, 2016, the Company completed its acquisition of KeyWorth Bank (“KeyWorth”) in a transaction valued at approximately $58,885. The Company issued approximately 1.7 million shares of common stock and paid $3,594 to KeyWorth stock option and warrant holders for 100% of the voting equity interest in KeyWorth. On April 1, 2016, KeyWorth operated 6 banking locations in the Atlanta metropolitan area. Including the effect of purchase accounting adjustments, which are still being finalized by the Company and are subject to change, the Company acquired assets with a fair value of $415,232, including loans with a fair value of $272,330, and assumed liabilities with a fair value of $359,940, including deposits with a fair value of $348,961. The Company recorded approximately $22,643 in intangible assets which consist of goodwill of $20,633 and a core deposit intangible of $2,010.
|
—
|
Effective July 1, 2015, the Company completed its acquisition by merger with Heritage Financial Group, Inc. (“Heritage”), a bank holding company headquartered in Albany, Georgia, in a transaction valued at $295,444. The Company issued approximately 8.6 million shares of common stock and paid $5,915 to Heritage stock option holders for 100% of the voting equity interest in Heritage. On July 1, 2015, Heritage operated 48 banking, mortgage and investment offices in Alabama, Georgia and Florida. Including the effect of purchase accounting adjustments, the Company acquired assets with a fair value of $2,019,977, including loans both held for sale and held for investment with a fair value of $1,458,411, and assumed liabilities with a fair value of $1,724,533, including deposits with a fair value of $1,375,354. The Company recorded approximately $187,468 in intangible assets which consist of goodwill of $175,212 and a core deposit intangible of $12,256.
|
—
|
In December 2016, the Bank entered into an agreement with the Federal Deposit Insurance Corporation (the "FDIC") that terminated all of the Bank's loss share agreements resulting in a payment to the FDIC of $4.8 million. The Company incurred a one-time pre-tax charge of $2.1 million in connection with the termination of the agreement.
|
—
|
In December 2016, the Company completed the underwritten public offering of 2,135,000 shares of the Company's common stock at a public offering price of $41.50 per share resulting in net proceeds to the Company of $84.1 million.
|
—
|
In August 2016, the Company completed the public offering and sale of $60 million of the Company's 5.00% fixed-to-floating rate subordinated notes due September 1, 2026, and $40 million of its 5.50% fixed-to-floating rate subordinated notes due September 1, 2031 (collectively, the "Notes"). The Notes resulted in net proceeds to the Company of $98.2 million and qualify as Tier 2 capital. A portion of the proceeds was used to prepay approximately $38.9 million in borrowings from the FHLB resulting in a penalty charge of $2.2 million.
|
—
|
Net interest income increased 24.71% to $300,991 for 2016 as compared to $241,358 for 2015; net interest income was $202,482 for 2014. Interest income on a tax equivalent basis increased 24.37% to $336,149 for 2016 from $270,278 for 2015. The increase since 2014 was due primarily to the increase in average earnings assets from the acquisitions of KeyWorth and Heritage and loan growth in the Company's non purchased loan portfolio as well as an increase in loan yields due to higher levels of accretable yield from the purchased loan portfolios.
|
—
|
Net charge-offs as a percentage of average loans increased to 0.12% in 2016 compared to 0.10% in 2015. Net charge-offs as a percentage of average loans was 0.29% in 2014. The provision for loan losses was $7,530 for 2016 compared to $4,750 for 2015 and $6,167 for 2014.
|
—
|
Noninterest income was $137,415 for 2016 compared to $108,270 for 2015 and $80,509 for 2014. The growth in noninterest income since 2014 is primarily attributable to the KeyWorth and Heritage acquisitions and organic growth in our mortgage division. Our goal is to continue developing products that generate noninterest income in order to diversify our revenue streams.
|
—
|
Noninterest expense was $295,099, $245,114 and $190,937 for 2016, 2015 and 2014, respectively. The increase in noninterest expense and its related components since 2014 is primarily attributable to the KeyWorth and Heritage acquisitions and strategic additions of personnel. The Company recorded merger expense related to its recent acquisitions of $4,023, $11,614 and $694 in 2016, 2015 and 2014, respectively.
|
—
|
Loans, net of unearned income, were $6,202,709 at December 31, 2016 compared to $5,413,462 in 2015 and $3,987,874 in 2014. Excluding purchased loans of $1,489,137 at December 31, 2016, the portfolio increased by $883,138, or 23.06%, from December 31, 2015.
|
—
|
Deposits totaled $7,059,137 at December 31, 2016 compared to $6,218,602 at December 31, 2015 and $4,838,418 at December 31, 2014. The growth in deposits from 2015 to 2016 was partially attributable to the acquisition of KeyWorth, which added $348,961 in deposits at acquisition. Noninterest bearing deposits averaged $1,467,881, or, 22.00% of average deposits, for 2016 compared to $1,125,969, or 20.29% of average deposits, for 2015 and $921,903, or 18.90% of average deposits for 2014.
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Diluted EPS
|
$
|
2.17
|
|
|
$
|
1.88
|
|
|
$
|
1.88
|
|
|
$
|
1.22
|
|
|
$
|
1.06
|
|
Diluted EPS Growth
|
15.43
|
%
|
|
—
|
%
|
|
54.10
|
%
|
|
15.09
|
%
|
|
3.92
|
%
|
|||||
Shareholders’ equity to assets
|
14.17
|
%
|
|
13.08
|
%
|
|
12.26
|
%
|
|
11.58
|
%
|
|
11.92
|
%
|
|||||
Tangible shareholders’ equity to tangible assets
|
9.00
|
%
|
|
7.54
|
%
|
|
7.52
|
%
|
|
6.64
|
%
|
|
7.71
|
%
|
|||||
Return on Average Assets
|
1.08
|
%
|
|
0.99
|
%
|
|
1.02
|
%
|
|
0.71
|
%
|
|
0.64
|
%
|
|||||
Return on Average Tangible Assets
|
1.20
|
%
|
|
1.11
|
%
|
|
1.15
|
%
|
|
0.79
|
%
|
|
0.70
|
%
|
|||||
Return on Average Shareholders’ Equity
|
8.15
|
%
|
|
7.76
|
%
|
|
8.61
|
%
|
|
6.01
|
%
|
|
5.39
|
%
|
|||||
Return on Average Tangible Shareholders’ Equity
|
15.28
|
%
|
|
14.50
|
%
|
|
16.25
|
%
|
|
10.83
|
%
|
|
9.17
|
%
|
Return on average tangible shareholders' equity and Return on average tangible assets with exclusions
|
|||||||||
|
|
2016
|
|
2015
|
|
2014
|
|||
Net income (GAAP)
|
|
90,930
|
|
|
68,014
|
|
|
59,582
|
|
Merger and conversion expense, net of tax
|
|
2,694
|
|
|
7,918
|
|
|
481
|
|
Debt prepayment penalties, net of tax
|
|
1,700
|
|
|
—
|
|
|
—
|
|
Loss share termination, net of tax
|
|
1,495
|
|
|
—
|
|
|
—
|
|
Net income with exclusions (non-GAAP)
|
|
96,819
|
|
|
75,932
|
|
|
60,063
|
|
Amortization of intangibles, net of tax
|
|
4,518
|
|
|
4,137
|
|
|
3,889
|
|
Tangible net income with exclusions (non-GAAP)
|
|
101,337
|
|
|
80,069
|
|
|
63,952
|
|
|
|
|
|
|
|
|
|||
Average shareholders' equity (GAAP)
|
|
1,116,038
|
|
|
876,915
|
|
|
691,802
|
|
Intangibles
|
|
491,530
|
|
|
379,469
|
|
|
301,104
|
|
Average tangible shareholders' equity (non-GAAP)
|
|
624,508
|
|
|
497,446
|
|
|
390,698
|
|
|
|
|
|
|
|
|
|||
Average total assets (GAAP)
|
|
8,416,510
|
|
|
6,874,982
|
|
|
5,816,517
|
|
Intangibles
|
|
491,530
|
|
|
379,469
|
|
|
301,104
|
|
Average tangible assets (non-GAAP)
|
|
7,924,980
|
|
|
6,495,513
|
|
|
5,515,413
|
|
|
|
|
|
|
|
|
|||
Return on average shareholders' equity with exclusions (non-GAAP)
|
|
8.68
|
%
|
|
8.66
|
%
|
|
8.68
|
%
|
Effect of adjustment for intangible assets
|
|
7.55
|
%
|
|
7.44
|
%
|
|
7.69
|
%
|
Return on average tangible shareholders' equity with exclusions (non-GAAP)
|
|
16.23
|
%
|
|
16.10
|
%
|
|
16.37
|
%
|
|
|
|
|
|
|
|
|||
Return on average assets with exclusions (non-GAAP)
|
|
1.15
|
%
|
|
1.10
|
%
|
|
1.03
|
%
|
Effect of adjustment for intangible assets
|
|
0.13
|
%
|
|
0.13
|
%
|
|
0.13
|
%
|
Return on average tangible assets with exclusions(non-GAAP)
|
|
1.28
|
%
|
|
1.23
|
%
|
|
1.16
|
%
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
|
Balance
|
|
% of
Portfolio
|
|
Balance
|
|
% of
Portfolio
|
|
Balance
|
|
% of
Portfolio
|
|||||||||
Obligations of other U.S. Government agencies and corporations
|
$
|
16,259
|
|
|
1.58
|
%
|
|
$
|
107,355
|
|
|
9.71
|
%
|
|
$
|
131,228
|
|
|
13.34
|
%
|
Obligations of states and political subdivisions
|
342,181
|
|
|
33.20
|
|
|
357,245
|
|
|
32.32
|
|
|
305,082
|
|
|
31.01
|
|
|||
Mortgage-backed securities
|
631,556
|
|
|
61.29
|
|
|
597,463
|
|
|
54.07
|
|
|
506,152
|
|
|
51.45
|
|
|||
Trust preferred securities
|
18,389
|
|
|
1.78
|
|
|
19,469
|
|
|
1.76
|
|
|
19,756
|
|
|
2.01
|
|
|||
Other debt securities
|
22,145
|
|
|
2.15
|
|
|
19,333
|
|
|
1.75
|
|
|
17,930
|
|
|
1.82
|
|
|||
Other equity securities
|
—
|
|
|
—
|
|
|
4,340
|
|
|
0.39
|
|
|
3,599
|
|
|
0.37
|
|
|||
|
$
|
1,030,530
|
|
|
100.00
|
%
|
|
$
|
1,105,205
|
|
|
100.00
|
%
|
|
$
|
983,747
|
|
|
100.00
|
%
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Commercial, financial, agricultural
|
$
|
717,490
|
|
|
$
|
636,837
|
|
|
$
|
483,283
|
|
|
$
|
468,963
|
|
|
$
|
317,050
|
|
Lease financing
|
46,841
|
|
|
34,815
|
|
|
10,114
|
|
|
52
|
|
|
195
|
|
|||||
Real estate – construction
|
552,679
|
|
|
357,665
|
|
|
212,061
|
|
|
161,436
|
|
|
105,706
|
|
|||||
Real estate – 1-4 family mortgage
|
1,878,177
|
|
|
1,735,323
|
|
|
1,236,360
|
|
|
1,208,233
|
|
|
903,423
|
|
|||||
Real estate – commercial mortgage
|
2,898,895
|
|
|
2,533,729
|
|
|
1,956,914
|
|
|
1,950,572
|
|
|
1,426,643
|
|
|||||
Installment loans to individuals
|
108,627
|
|
|
115,093
|
|
|
89,142
|
|
|
91,762
|
|
|
57,241
|
|
|||||
Total loans, net of unearned income
|
$
|
6,202,709
|
|
|
$
|
5,413,462
|
|
|
$
|
3,987,874
|
|
|
$
|
3,881,018
|
|
|
$
|
2,810,258
|
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|||||
Commercial, financial, agricultural
|
11.57
|
%
|
|
11.76
|
%
|
|
12.12
|
%
|
|
12.08
|
%
|
|
11.28
|
%
|
Lease financing
|
0.75
|
|
|
0.64
|
|
|
0.25
|
|
|
—
|
|
|
0.01
|
|
Real estate – construction
|
8.91
|
|
|
6.61
|
|
|
5.32
|
|
|
4.16
|
|
|
3.76
|
|
Real estate – 1-4 family mortgage
|
30.28
|
|
|
32.06
|
|
|
31.00
|
|
|
31.13
|
|
|
32.15
|
|
Real estate – commercial mortgage
|
46.74
|
|
|
46.80
|
|
|
49.07
|
|
|
50.26
|
|
|
50.76
|
|
Installment loans to individuals
|
1.75
|
|
|
2.13
|
|
|
2.24
|
|
|
2.37
|
|
|
2.04
|
|
Total
|
100.00
|
%
|
|
100.00
|
%
|
|
100.00
|
%
|
|
100.00
|
%
|
|
100.00
|
%
|
•
|
July 2010, Crescent Bank and Trust Company (Jasper, GA)
|
•
|
February 2011, American Trust Bank (Roswell, GA)
|
•
|
February 2011, Citizens Bank of Effingham (Springfield, GA)
|
•
|
August 2011, First Southern National Bank (Statesboro, GA)
|
|
December 31, 2016
|
||||||||||||||
|
Non Purchased
|
|
Purchased and Covered
|
|
Purchased
|
|
Total
Loans |
||||||||
Commercial, financial, agricultural
|
$
|
589,290
|
|
|
$
|
—
|
|
|
$
|
128,200
|
|
|
$
|
717,490
|
|
Lease financing
|
46,841
|
|
|
—
|
|
|
—
|
|
|
46,841
|
|
||||
Real estate – construction:
|
|
|
|
|
|
|
|
||||||||
Residential
|
197,029
|
|
|
—
|
|
|
19,282
|
|
|
216,311
|
|
||||
Commercial
|
285,638
|
|
|
—
|
|
|
49,471
|
|
|
335,109
|
|
||||
Condominiums
|
1,259
|
|
|
—
|
|
|
—
|
|
|
1,259
|
|
||||
Total real estate – construction
|
483,926
|
|
|
|
|
68,753
|
|
|
552,679
|
|
|||||
Real estate – 1-4 family mortgage:
|
|
|
|
|
|
|
|
||||||||
Primary
|
747,678
|
|
|
—
|
|
|
281,721
|
|
|
1,029,399
|
|
||||
Home equity
|
400,448
|
|
|
—
|
|
|
86,151
|
|
|
486,599
|
|
||||
Rental/investment
|
219,237
|
|
|
—
|
|
|
62,917
|
|
|
282,154
|
|
||||
Land development
|
58,367
|
|
|
—
|
|
|
21,658
|
|
|
80,025
|
|
||||
Total real estate – 1-4 family mortgage
|
1,425,730
|
|
|
|
|
452,447
|
|
|
1,878,177
|
|
|||||
Real estate – commercial mortgage:
|
|
|
|
|
|
|
|
||||||||
Owner-occupied
|
833,509
|
|
|
—
|
|
|
378,756
|
|
|
1,212,265
|
|
||||
Non-owner occupied
|
1,106,727
|
|
|
—
|
|
|
397,404
|
|
|
1,504,131
|
|
||||
Land development
|
134,901
|
|
|
—
|
|
|
47,598
|
|
|
182,499
|
|
||||
Total real estate – commercial mortgage
|
2,075,137
|
|
|
—
|
|
|
823,758
|
|
|
2,898,895
|
|
||||
Installment loans to individuals
|
92,648
|
|
|
—
|
|
|
15,979
|
|
|
108,627
|
|
||||
Total loans, net of unearned income
|
$
|
4,713,572
|
|
|
$
|
—
|
|
|
$
|
1,489,137
|
|
|
$
|
6,202,709
|
|
|
December 31, 2015
|
||||||||||||||
|
Non Purchased
|
|
Purchased and Covered
|
|
Purchased
|
|
Total
Loans |
||||||||
Commercial, financial, agricultural
|
$
|
485,407
|
|
|
$
|
2,406
|
|
|
$
|
149,024
|
|
|
$
|
636,837
|
|
Lease financing
|
34,815
|
|
|
—
|
|
|
—
|
|
|
34,815
|
|
||||
Real estate – construction:
|
|
|
|
|
|
|
|
||||||||
Residential
|
123,711
|
|
|
91
|
|
|
44,813
|
|
|
168,615
|
|
||||
Commercial
|
166,006
|
|
|
39
|
|
|
20,524
|
|
|
186,569
|
|
||||
Condominiums
|
1,984
|
|
|
—
|
|
|
497
|
|
|
2,481
|
|
||||
Total real estate – construction
|
291,701
|
|
|
130
|
|
|
65,834
|
|
|
357,665
|
|
||||
Real estate – 1-4 family mortgage:
|
|
|
|
|
|
|
|
||||||||
Primary
|
661,135
|
|
|
27,270
|
|
|
343,504
|
|
|
1,031,909
|
|
||||
Home equity
|
304,045
|
|
|
9,120
|
|
|
69,090
|
|
|
382,255
|
|
||||
Rental/investment
|
196,217
|
|
|
7,686
|
|
|
48,063
|
|
|
251,966
|
|
||||
Land development
|
42,831
|
|
|
1,912
|
|
|
24,450
|
|
|
69,193
|
|
||||
Total real estate – 1-4 family mortgage
|
1,204,228
|
|
|
45,988
|
|
|
485,107
|
|
|
1,735,323
|
|
||||
Real estate – commercial mortgage:
|
|
|
|
|
|
|
|
||||||||
Owner-occupied
|
709,598
|
|
|
15,297
|
|
|
357,659
|
|
|
1,082,554
|
|
||||
Non-owner occupied
|
896,060
|
|
|
24,343
|
|
|
351,856
|
|
|
1,272,259
|
|
||||
Land development
|
123,391
|
|
|
4,910
|
|
|
50,615
|
|
|
178,916
|
|
||||
Total real estate – commercial mortgage
|
1,729,049
|
|
|
44,550
|
|
|
760,130
|
|
|
2,533,729
|
|
||||
Installment loans to individuals
|
85,234
|
|
|
68
|
|
|
29,791
|
|
|
115,093
|
|
||||
Total loans, net of unearned income
|
$
|
3,830,434
|
|
|
$
|
93,142
|
|
|
$
|
1,489,886
|
|
|
$
|
5,413,462
|
|
|
December 31, 2014
|
||||||||||||||
|
Purchased Loans
|
|
Purchased and Covered
|
|
Non-Purchased Loans
|
|
Total
Loans |
||||||||
Commercial, financial, agricultural
|
$
|
418,501
|
|
|
$
|
6,684
|
|
|
$
|
58,098
|
|
|
$
|
483,283
|
|
Lease financing
|
10,114
|
|
|
—
|
|
|
|
|
10,114
|
|
|||||
Real estate – construction:
|
|
|
|
|
|
|
|
||||||||
Residential
|
92,183
|
|
|
—
|
|
|
1,090
|
|
|
93,273
|
|
||||
Commercial
|
116,129
|
|
|
—
|
|
|
134
|
|
|
116,263
|
|
||||
Condominiums
|
2,525
|
|
|
—
|
|
|
—
|
|
|
2,525
|
|
||||
Total real estate – construction
|
210,837
|
|
|
—
|
|
|
1,224
|
|
|
212,061
|
|
||||
Real estate – 1-4 family mortgage:
|
|
|
|
|
|
|
|
||||||||
Primary
|
563,750
|
|
|
15,827
|
|
|
122,158
|
|
|
701,735
|
|
||||
Home equity
|
256,321
|
|
|
8,875
|
|
|
30,840
|
|
|
296,036
|
|
||||
Rental/investment
|
153,230
|
|
|
15,618
|
|
|
22,031
|
|
|
190,879
|
|
||||
Land development
|
41,111
|
|
|
3,697
|
|
|
2,902
|
|
|
47,710
|
|
||||
Total real estate – 1-4 family mortgage
|
1,014,412
|
|
|
44,017
|
|
|
177,931
|
|
|
1,236,360
|
|
||||
Real estate – commercial mortgage:
|
|
|
|
|
|
|
|
||||||||
Owner-occupied
|
649,402
|
|
|
47,658
|
|
|
168,301
|
|
|
865,361
|
|
||||
Non-owner occupied
|
775,364
|
|
|
29,737
|
|
|
139,327
|
|
|
944,428
|
|
||||
Land development
|
114,184
|
|
|
14,909
|
|
|
18,032
|
|
|
147,125
|
|
||||
Total real estate – commercial mortgage
|
1,538,950
|
|
|
92,304
|
|
|
325,660
|
|
|
1,956,914
|
|
||||
Installment loans to individuals
|
74,672
|
|
|
36
|
|
|
14,434
|
|
|
89,142
|
|
||||
Total loans, net of unearned income
|
$
|
3,267,486
|
|
|
$
|
143,041
|
|
|
$
|
577,347
|
|
|
$
|
3,987,874
|
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Real estate – construction:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential
|
$
|
216,311
|
|
|
$
|
168,615
|
|
|
$
|
93,273
|
|
|
$
|
72,132
|
|
|
$
|
48,453
|
|
Commercial
|
335,109
|
|
|
186,569
|
|
|
116,263
|
|
|
88,777
|
|
|
56,201
|
|
|||||
Condominiums
|
1,259
|
|
|
2,481
|
|
|
2,525
|
|
|
527
|
|
|
1,052
|
|
|||||
Total real estate – construction
|
552,679
|
|
|
357,665
|
|
|
212,061
|
|
|
161,436
|
|
|
105,706
|
|
|||||
Real estate – 1-4 family mortgage:
|
|
|
|
|
|
|
|
|
|
||||||||||
Primary
|
1,029,399
|
|
|
1,031,909
|
|
|
701,735
|
|
|
702,451
|
|
|
466,282
|
|
|||||
Home equity
|
486,599
|
|
|
382,255
|
|
|
296,036
|
|
|
244,036
|
|
|
198,781
|
|
|||||
Rental/investment
|
282,154
|
|
|
251,966
|
|
|
190,879
|
|
|
193,366
|
|
|
156,956
|
|
|||||
Land development
|
80,025
|
|
|
69,193
|
|
|
47,710
|
|
|
68,380
|
|
|
81,404
|
|
|||||
Total real estate – 1-4 family mortgage
|
1,878,177
|
|
|
1,735,323
|
|
|
1,236,360
|
|
|
1,208,233
|
|
|
903,423
|
|
|||||
Real estate – commercial mortgage:
|
|
|
|
|
|
|
|
|
|
||||||||||
Owner-occupied
|
1,212,265
|
|
|
1,082,554
|
|
|
865,361
|
|
|
789,918
|
|
|
640,906
|
|
|||||
Non-owner occupied
|
1,504,131
|
|
|
1,272,259
|
|
|
944,428
|
|
|
989,158
|
|
|
638,486
|
|
|||||
Land development
|
182,499
|
|
|
178,916
|
|
|
147,125
|
|
|
171,496
|
|
|
147,251
|
|
|||||
Total real estate – commercial mortgage
|
2,898,895
|
|
|
2,533,729
|
|
|
1,956,914
|
|
|
1,950,572
|
|
|
1,426,643
|
|
|||||
Total loans secured by real estate
|
$
|
5,329,751
|
|
|
$
|
4,626,717
|
|
|
$
|
3,405,335
|
|
|
$
|
3,320,241
|
|
|
$
|
2,435,772
|
|
Noninterest-Bearing Deposits to Total Deposits
|
||||
2016
|
|
2015
|
|
2014
|
22.12%
|
|
20.56%
|
|
19.01%
|
|
Twelve Months Ended December 31,
|
||||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||||||||
|
Pre-tax
|
After-tax
|
Impact to Diluted EPS
|
|
Pre-tax
|
After-tax
|
Impact to Diluted EPS
|
|
Pre-tax
|
After-tax
|
Impact to Diluted EPS
|
||||||||||||||||||
Merger and Conversion expenses
|
$
|
4,023
|
|
$
|
2,694
|
|
$
|
0.06
|
|
|
$
|
11,614
|
|
$
|
7,918
|
|
$
|
0.23
|
|
|
$
|
694
|
|
$
|
481
|
|
$
|
0.02
|
|
Debt prepayment penalty
|
2,539
|
|
1,700
|
|
0.04
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Loss share termination
|
2,053
|
|
1,495
|
|
0.04
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
Twelve months ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Taxable equivalent net interest income, as reported
|
$
|
308,002
|
|
|
$
|
248,613
|
|
|
$
|
209,319
|
|
Accretable yield recognized on purchased loans
(1)
|
29,614
|
|
|
20,024
|
|
|
16,025
|
|
|||
Net interest income, excluding accretable yield
|
$
|
278,388
|
|
|
$
|
228,589
|
|
|
$
|
193,294
|
|
|
|
|
|
|
|
||||||
Average earning assets
|
$
|
7,296,296
|
|
|
$
|
5,974,000
|
|
|
$
|
5,081,763
|
|
|
|
|
|
|
|
||||||
Net interest margin, as reported
|
4.22
|
%
|
|
4.16
|
%
|
|
4.12
|
%
|
|||
Net interest margin, excluding accretable yield
|
3.82
|
%
|
|
3.83
|
%
|
|
3.80
|
%
|
(1)
|
Includes additional interest income recognized in connection with the acceleration of paydowns and payoffs from purchased loans of $14,733, $9,130 and $9,474 for the
twelve months ended December 31, 2016
,
2015
and
2014
, respectively, which increased net interest margin by 20 basis points, 15 basis points and 19 basis points for the same periods, respectively.
|
|
Twelve months ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Taxable equivalent interest income on loans, as reported
|
$
|
303,830
|
|
|
$
|
237,408
|
|
|
$
|
200,844
|
|
Accretable yield recognized on purchased loans
(1)
|
29,614
|
|
|
20,024
|
|
|
16,025
|
|
|||
Taxable equivalent interest income on loans, excluding accretable yield
|
$
|
274,216
|
|
|
$
|
217,384
|
|
|
$
|
184,819
|
|
|
|
|
|
|
|
||||||
Average loans
|
$
|
6,133,171
|
|
|
$
|
4,836,002
|
|
|
$
|
3,941,015
|
|
|
|
|
|
|
|
||||||
Taxable equivalent loan yield, as reported
|
4.95
|
%
|
|
4.91
|
%
|
|
5.10
|
%
|
|||
Taxable equivalent loan yield, excluding accretable yield
|
4.47
|
%
|
|
4.50
|
%
|
|
4.69
|
%
|
(1)
|
Includes additional interest income recognized in connection with the acceleration of paydowns and payoffs from purchased loans of $14,733, $9,130 and $9,474 for the
twelve months ended December 31, 2016
,
2015
and
2014
, respectively, which increased loan yield by 24 basis points, 19 basis points and 24 basis points for the same periods, respectively.
|
|
Percentage of Total
|
|
Cost of Funds
|
||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||
Noninterest-bearing demand
|
20.40
|
%
|
|
19.01
|
%
|
|
18.20
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Interest-bearing demand
|
42.96
|
|
|
43.82
|
|
|
43.40
|
|
|
0.19
|
|
|
0.18
|
|
|
0.21
|
|
Savings
|
7.30
|
|
|
7.32
|
|
|
6.84
|
|
|
0.07
|
|
|
0.07
|
|
|
0.08
|
|
Time deposits
|
22.06
|
|
|
23.50
|
|
|
27.88
|
|
|
0.73
|
|
|
0.62
|
|
|
0.81
|
|
Short-term borrowings
|
4.96
|
|
|
3.77
|
|
|
0.44
|
|
|
0.45
|
|
|
0.18
|
|
|
0.17
|
|
Long-term Federal Home Loan Bank advances
|
0.50
|
|
|
0.98
|
|
|
1.38
|
|
|
4.02
|
|
|
4.14
|
|
|
4.15
|
|
Subordinated notes
|
0.49
|
|
|
—
|
|
|
—
|
|
|
5.45
|
|
|
—
|
|
|
—
|
|
Other long-term borrowed funds
|
1.33
|
|
|
1.60
|
|
|
1.86
|
|
|
5.56
|
|
|
5.40
|
|
|
5.07
|
|
Total deposits and borrowed funds
|
100.00
|
%
|
|
100.00
|
%
|
|
100.00
|
%
|
|
0.39
|
%
|
|
0.37
|
%
|
|
0.47
|
%
|
Average Interest-Bearing Deposits to Total Average Deposits
|
||||
2016
|
|
2015
|
|
2014
|
78.00%
|
|
79.71%
|
|
81.10%
|
Noninterest Income to Average Assets
|
||||
(Excludes securities gains/losses)
|
||||
2016
|
|
2015
|
|
2014
|
1.62%
|
|
1.57%
|
|
1.38%
|
|
2016
|
|
2015
|
|
2014
|
||||||
Mortgage servicing income, net
|
$
|
268
|
|
|
$
|
127
|
|
|
$
|
544
|
|
Gain on sales of loans, net
|
31,654
|
|
|
25,292
|
|
|
8,594
|
|
|||
Fees, net
|
17,521
|
|
|
10,396
|
|
|
5,724
|
|
|||
Mortgage banking income, net
|
$
|
49,443
|
|
|
$
|
35,815
|
|
|
$
|
14,862
|
|
Noninterest Expense to Average Assets
|
||||
2016
|
|
2015
|
|
2014
|
3.51%
|
|
3.57%
|
|
3.28%
|
Net cash paid to FDIC
|
$
|
(4,849
|
)
|
FDIC loss share receivable
|
(3,467
|
)
|
|
FDIC clawback payable
|
6,840
|
|
|
Other expenses
|
(577
|
)
|
|
Loss on termination of loss share included in non-interest income
|
$
|
(2,053
|
)
|
Efficiency Ratio
|
||||
2016
|
|
2015
|
|
2014
|
66.25%
|
|
68.68%
|
|
65.88%
|
Provision for Loan Losses to Average Loans
|
||||
2016
|
|
2015
|
|
2014
|
0.13%
|
|
0.10%
|
|
0.16%
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Specific reserves for impaired loans
|
$
|
4,141
|
|
|
$
|
7,600
|
|
|
$
|
10,256
|
|
|
$
|
14,650
|
|
|
$
|
17,597
|
|
Allocated reserves for remaining portfolio
|
35,776
|
|
|
33,131
|
|
|
30,308
|
|
|
32,371
|
|
|
26,750
|
|
|||||
Acquired with deteriorated credit quality
|
2,820
|
|
|
1,706
|
|
|
1,725
|
|
|
644
|
|
|
—
|
|
|||||
Total
|
$
|
42,737
|
|
|
$
|
42,437
|
|
|
$
|
42,289
|
|
|
$
|
47,665
|
|
|
$
|
44,347
|
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Commercial, financial, agricultural
|
$
|
5,486
|
|
|
$
|
4,186
|
|
|
$
|
3,305
|
|
|
$
|
3,090
|
|
|
$
|
3,307
|
|
Lease financing
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Real estate – construction
|
2,380
|
|
|
1,852
|
|
|
1,415
|
|
|
1,091
|
|
|
711
|
|
|||||
Real estate – 1-4 family mortgage
|
14,294
|
|
|
13,908
|
|
|
13,549
|
|
|
18,629
|
|
|
18,347
|
|
|||||
Real estate – commercial mortgage
|
19,059
|
|
|
21,111
|
|
|
22,759
|
|
|
23,688
|
|
|
21,416
|
|
|||||
Installment loans to individuals
|
1,518
|
|
|
$
|
1,380
|
|
|
1,261
|
|
|
1,167
|
|
|
565
|
|
||||
Total
|
$
|
42,737
|
|
|
$
|
42,437
|
|
|
$
|
42,289
|
|
|
$
|
47,665
|
|
|
$
|
44,347
|
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Balance at beginning of year
|
$
|
42,437
|
|
|
$
|
42,289
|
|
|
$
|
47,665
|
|
|
$
|
44,347
|
|
|
$
|
44,340
|
|
Provision for loan losses
|
7,530
|
|
|
4,750
|
|
|
6,167
|
|
|
10,350
|
|
|
18,125
|
|
|||||
Charge-offs
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial, financial, agricultural
|
2,725
|
|
|
943
|
|
|
1,516
|
|
|
1,184
|
|
|
4,923
|
|
|||||
Lease financing
|
—
|
|
|
419
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Real estate – construction
|
—
|
|
|
26
|
|
|
—
|
|
|
—
|
|
|
187
|
|
|||||
Real estate – 1-4 family mortgage
|
3,906
|
|
|
2,173
|
|
|
5,662
|
|
|
3,093
|
|
|
9,231
|
|
|||||
Real estate – commercial mortgage
|
2,123
|
|
|
2,613
|
|
|
6,186
|
|
|
4,782
|
|
|
5,828
|
|
|||||
Installment loans to individuals
|
717
|
|
|
602
|
|
|
495
|
|
|
492
|
|
|
386
|
|
|||||
Total charge-offs
|
9,471
|
|
|
6,776
|
|
|
13,859
|
|
|
9,551
|
|
|
20,555
|
|
|||||
Recoveries
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial, financial, agricultural
|
331
|
|
|
361
|
|
|
455
|
|
|
356
|
|
|
531
|
|
|||||
Lease financing
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Real estate – construction
|
47
|
|
|
26
|
|
|
33
|
|
|
75
|
|
|
34
|
|
|||||
Real estate – 1-4 family mortgage
|
997
|
|
|
1,064
|
|
|
1,325
|
|
|
1,044
|
|
|
1,330
|
|
|||||
Real estate – commercial mortgage
|
757
|
|
|
614
|
|
|
436
|
|
|
980
|
|
|
455
|
|
|||||
Installment loans to individuals
|
109
|
|
|
109
|
|
|
67
|
|
|
64
|
|
|
87
|
|
|||||
Total recoveries
|
2,241
|
|
|
2,174
|
|
|
2,316
|
|
|
2,519
|
|
|
2,437
|
|
|||||
Net charge-offs
|
7,230
|
|
|
4,602
|
|
|
11,543
|
|
|
7,032
|
|
|
18,118
|
|
|||||
Balance at end of year
|
$
|
42,737
|
|
|
$
|
42,437
|
|
|
$
|
42,289
|
|
|
$
|
47,665
|
|
|
$
|
44,347
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net charge-offs to average loans
|
0.12
|
%
|
|
0.10
|
%
|
|
0.29
|
%
|
|
0.22
|
%
|
|
0.67
|
%
|
|||||
Net charge-offs to allowance for loan losses
|
16.92
|
%
|
|
10.84
|
%
|
|
27.30
|
%
|
|
14.75
|
%
|
|
40.86
|
%
|
|||||
Allowance for loan losses to loans
|
0.69
|
%
|
|
0.78
|
%
|
|
1.06
|
%
|
|
1.23
|
%
|
|
1.58
|
%
|
|||||
Allowance for loan losses to loans
(1)
|
0.91
|
%
|
|
1.11
|
%
|
|
1.29
|
%
|
|
1.65
|
%
|
|
1.72
|
%
|
|||||
Allowance for loan losses to nonperforming loans
(1)
|
320.08
|
%
|
|
283.46
|
%
|
|
209.49
|
%
|
|
248.90
|
%
|
|
146.90
|
%
|
(1)
|
Excludes loans and nonperforming loans purchased in previous acquisitions (for additional information, see the information in footnote 3 to the table in Item 6, Selected Financial Data).
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Real estate – construction:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential
|
$
|
(45
|
)
|
|
$
|
5
|
|
|
$
|
(33
|
)
|
|
$
|
(75
|
)
|
|
$
|
149
|
|
Commercial
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||
Condominiums
|
(2
|
)
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total real estate – construction
|
(47
|
)
|
|
—
|
|
|
(33
|
)
|
|
(75
|
)
|
|
153
|
|
|||||
Real estate – 1-4 family mortgage:
|
|
|
|
|
|
|
|
|
|
||||||||||
Primary
|
941
|
|
|
1,141
|
|
|
953
|
|
|
469
|
|
|
1,109
|
|
|||||
Home equity
|
210
|
|
|
68
|
|
|
878
|
|
|
1,019
|
|
|
2,542
|
|
|||||
Rental/investment
|
121
|
|
|
179
|
|
|
702
|
|
|
344
|
|
|
1,668
|
|
|||||
Land development
|
1,637
|
|
|
(279
|
)
|
|
1,804
|
|
|
217
|
|
|
2,582
|
|
|||||
Total real estate – 1-4 family mortgage
|
2,909
|
|
|
1,109
|
|
|
4,337
|
|
|
2,049
|
|
|
7,901
|
|
|||||
Real estate – commercial mortgage:
|
|
|
|
|
|
|
|
|
|
||||||||||
Owner-occupied
|
522
|
|
|
1,976
|
|
|
1,649
|
|
|
802
|
|
|
1,039
|
|
|||||
Non-owner occupied
|
439
|
|
|
177
|
|
|
2,981
|
|
|
2,235
|
|
|
2,781
|
|
|||||
Land development
|
405
|
|
|
(154
|
)
|
|
1,120
|
|
|
765
|
|
|
1,553
|
|
|||||
Total real estate – commercial mortgage
|
1,366
|
|
|
1,999
|
|
|
5,750
|
|
|
3,802
|
|
|
5,373
|
|
|||||
Total net charge-offs of loans secured by real estate
|
$
|
4,228
|
|
|
$
|
3,108
|
|
|
$
|
10,054
|
|
|
$
|
5,776
|
|
|
$
|
13,427
|
|
|
Non Purchased
|
|
Purchased and Covered
|
|
Purchased
|
|
Total
|
||||||||
December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Nonaccruing loans
|
$
|
11,273
|
|
|
$
|
—
|
|
|
$
|
11,347
|
|
|
$
|
22,620
|
|
Accruing loans past due 90 days or more
|
2,079
|
|
|
—
|
|
|
10,815
|
|
|
12,894
|
|
||||
Total nonperforming loans
|
13,352
|
|
|
—
|
|
|
22,162
|
|
|
35,514
|
|
||||
Other real estate owned
|
5,929
|
|
|
—
|
|
|
17,370
|
|
|
23,299
|
|
||||
Total nonperforming loans and OREO
|
19,281
|
|
|
—
|
|
|
39,532
|
|
|
58,813
|
|
||||
Nonaccruing securities available-for-sale, at fair value
|
9,645
|
|
|
—
|
|
|
—
|
|
|
9,645
|
|
||||
Total nonperforming assets
|
$
|
28,926
|
|
|
$
|
—
|
|
|
$
|
39,532
|
|
|
$
|
68,458
|
|
Nonperforming loans to total loans
|
|
|
|
|
|
|
0.57
|
%
|
|||||||
Nonperforming assets to total assets
|
|
|
|
|
|
|
0.79
|
%
|
|||||||
|
|
|
|
|
|
|
|
||||||||
December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Nonaccruing loans
|
$
|
13,645
|
|
|
$
|
3,319
|
|
|
$
|
12,070
|
|
|
$
|
29,034
|
|
Accruing loans past due 90 days or more
|
1,326
|
|
|
3,609
|
|
|
11,458
|
|
|
16,393
|
|
||||
Total nonperforming loans
|
14,971
|
|
|
6,928
|
|
|
23,528
|
|
|
45,427
|
|
||||
Other real estate owned
|
12,987
|
|
|
2,818
|
|
|
19,597
|
|
|
35,402
|
|
||||
Total nonperforming loans and OREO
|
27,958
|
|
|
9,746
|
|
|
43,125
|
|
|
80,829
|
|
||||
Nonaccruing securities available-for-sale, at fair value
|
10,448
|
|
|
—
|
|
|
—
|
|
|
10,448
|
|
||||
Total nonperforming assets
|
$
|
38,406
|
|
|
$
|
9,746
|
|
|
$
|
43,125
|
|
|
$
|
91,277
|
|
Nonperforming loans to total loans
|
|
|
|
|
|
|
0.84
|
%
|
|||||||
Nonperforming assets to total assets
|
|
|
|
|
|
|
1.15
|
%
|
|||||||
|
|
|
|
|
|
|
|
||||||||
December 31, 2014
|
|
|
|
|
|
|
|
||||||||
Nonaccruing loans
|
$
|
18,781
|
|
|
$
|
24,172
|
|
|
$
|
1,443
|
|
|
$
|
44,396
|
|
Accruing loans past due 90 days or more
|
1,406
|
|
|
48
|
|
|
9,259
|
|
|
10,713
|
|
||||
Total nonperforming loans
|
20,187
|
|
|
24,220
|
|
|
10,702
|
|
|
55,109
|
|
||||
Other real estate owned
|
17,087
|
|
|
6,368
|
|
|
11,017
|
|
|
34,472
|
|
||||
Total nonperforming loans and OREO
|
37,274
|
|
|
30,588
|
|
|
21,719
|
|
|
89,581
|
|
||||
Nonaccruing securities available-for-sale, at fair value
|
12,347
|
|
|
—
|
|
|
—
|
|
|
12,347
|
|
||||
Total nonperforming assets
|
$
|
49,621
|
|
|
$
|
30,588
|
|
|
$
|
21,719
|
|
|
$
|
101,928
|
|
Nonperforming loans to total loans
|
|
|
|
|
|
|
1.38
|
%
|
|||||||
Nonperforming assets to total assets
|
|
|
|
|
|
|
1.76
|
%
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Nonaccruing loans
|
$
|
22,620
|
|
|
$
|
29,034
|
|
|
$
|
44,396
|
|
|
$
|
72,331
|
|
|
$
|
80,067
|
|
Accruing loans past due 90 days or more
|
12,894
|
|
|
16,393
|
|
|
10,713
|
|
|
4,186
|
|
|
3,307
|
|
|||||
Total nonperforming loans
|
35,514
|
|
|
45,427
|
|
|
55,109
|
|
|
76,517
|
|
|
83,374
|
|
|||||
Restructured loans
|
11,475
|
|
|
13,453
|
|
|
14,337
|
|
|
21,478
|
|
|
29,436
|
|
|||||
Total nonperforming and restructured loans
|
$
|
46,989
|
|
|
$
|
58,880
|
|
|
$
|
69,446
|
|
|
$
|
97,995
|
|
|
$
|
112,810
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Nonperforming loans to loans
|
0.57
|
%
|
|
0.84
|
%
|
|
1.38
|
%
|
|
1.97
|
%
|
|
2.97
|
%
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Commercial, financial, agricultural
|
$
|
3,709
|
|
|
$
|
1,504
|
|
|
$
|
1,838
|
|
|
$
|
3,375
|
|
|
$
|
3,623
|
|
Real estate – construction:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential
|
466
|
|
|
176
|
|
|
201
|
|
|
1,648
|
|
|
1,648
|
|
|||||
Commercial
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Condominiums
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total real estate – construction
|
466
|
|
|
176
|
|
|
201
|
|
|
1,648
|
|
|
1,648
|
|
|||||
Real estate – 1-4 family mortgage:
|
|
|
|
|
|
|
|
|
|
||||||||||
Primary
|
6,179
|
|
|
9,764
|
|
|
7,535
|
|
|
6,769
|
|
|
8,817
|
|
|||||
Home equity
|
2,777
|
|
|
1,900
|
|
|
2,460
|
|
|
2,794
|
|
|
2,676
|
|
|||||
Rental/investment
|
2,292
|
|
|
5,142
|
|
|
4,600
|
|
|
4,360
|
|
|
7,151
|
|
|||||
Land development
|
1,656
|
|
|
2,091
|
|
|
1,153
|
|
|
4,439
|
|
|
11,041
|
|
|||||
Total real estate – 1-4 family mortgage
|
12,904
|
|
|
18,897
|
|
|
15,748
|
|
|
18,362
|
|
|
29,685
|
|
|||||
Real estate – commercial mortgage:
|
|
|
|
|
|
|
|
|
|
||||||||||
Owner-occupied
|
8,282
|
|
|
9,177
|
|
|
12,810
|
|
|
11,910
|
|
|
8,531
|
|
|||||
Non-owner occupied
|
6,821
|
|
|
8,372
|
|
|
12,025
|
|
|
17,481
|
|
|
11,832
|
|
|||||
Land development
|
2,757
|
|
|
7,139
|
|
|
12,397
|
|
|
23,566
|
|
|
27,726
|
|
|||||
Total real estate – commercial mortgage
|
17,860
|
|
|
24,688
|
|
|
37,232
|
|
|
52,957
|
|
|
48,089
|
|
|||||
Installment loans to individuals
|
575
|
|
|
162
|
|
|
91
|
|
|
176
|
|
|
329
|
|
|||||
Total nonperforming loans
|
$
|
35,514
|
|
|
$
|
45,427
|
|
|
$
|
55,110
|
|
|
$
|
76,518
|
|
|
$
|
83,374
|
|
|
2016
|
|
2015
|
||||
Commercial, financial, agricultural
|
$
|
17
|
|
|
$
|
257
|
|
Real estate – construction:
|
|
|
|
||||
Residential
|
518
|
|
|
—
|
|
||
Total real estate – construction
|
518
|
|
|
—
|
|
||
Real estate – 1-4 family mortgage:
|
|
|
|
||||
Primary
|
5,060
|
|
|
4,309
|
|
||
Home equity
|
246
|
|
|
—
|
|
||
Rental/investment
|
868
|
|
|
1,455
|
|
||
Land development
|
12
|
|
|
14
|
|
||
Total real estate – 1-4 family mortgage
|
6,186
|
|
|
5,778
|
|
||
Real estate – commercial mortgage:
|
|
|
|
||||
Owner-occupied
|
2,496
|
|
|
3,214
|
|
||
Non-owner occupied
|
1,589
|
|
|
3,596
|
|
||
Land development
|
603
|
|
|
541
|
|
||
Total real estate – commercial mortgage
|
4,688
|
|
|
7,351
|
|
||
Installment loans to individuals
|
66
|
|
|
67
|
|
||
Total restructured loans
|
$
|
11,475
|
|
|
$
|
13,453
|
|
|
2016
|
|
2015
|
||||
Balance as of January 1
|
$
|
13,453
|
|
|
$
|
14,337
|
|
Additional loans with concessions
|
4,547
|
|
|
13,418
|
|
||
Reductions due to:
|
|
|
|
||||
Reclassified as nonperforming
|
(1,622
|
)
|
|
(3,145
|
)
|
||
Paid in full
|
(3,530
|
)
|
|
(8,127
|
)
|
||
Transfer to other real estate owned
|
(51
|
)
|
|
—
|
|
||
Charge-offs
|
(275
|
)
|
|
(56
|
)
|
||
Paydowns
|
(1,047
|
)
|
|
(751
|
)
|
||
Lapse of concession period
|
—
|
|
|
—
|
|
||
TDR reclassified as performing loan
|
—
|
|
|
(2,223
|
)
|
||
Balance as of December 31
|
$
|
11,475
|
|
|
$
|
13,453
|
|
|
2016
|
|
2015
|
||||
Residential real estate
|
$
|
2,929
|
|
|
$
|
4,794
|
|
Commercial real estate
|
8,081
|
|
|
11,387
|
|
||
Residential land development
|
4,032
|
|
|
4,596
|
|
||
Commercial land development
|
8,257
|
|
|
14,625
|
|
||
Total other real estate owned
|
$
|
23,299
|
|
|
$
|
35,402
|
|
|
2016
|
|
2015
|
||||
Balance as of January 1
|
$
|
35,402
|
|
|
$
|
34,472
|
|
Purchased from Heritage
|
—
|
|
|
9,972
|
|
||
Transfer of balance from covered OREO
|
—
|
|
|
—
|
|
||
Transfers of loans
|
8,870
|
|
|
14,935
|
|
||
Capitalized improvements
|
—
|
|
|
—
|
|
||
Impairments
|
(3,115
|
)
|
|
(2,519
|
)
|
||
Dispositions
|
(17,529
|
)
|
|
(21,424
|
)
|
||
Other
|
(329
|
)
|
|
(34
|
)
|
||
Balance as of December 31
|
$
|
23,299
|
|
|
$
|
35,402
|
|
|
Percentage of Total
|
|
Cost of Funds
|
||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||
Noninterest-bearing demand
|
20.40
|
%
|
|
19.01
|
%
|
|
18.20
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Interest-bearing demand
|
42.96
|
|
|
43.82
|
|
|
43.40
|
|
|
0.19
|
|
|
0.18
|
|
|
0.21
|
|
Savings
|
7.30
|
|
|
7.32
|
|
|
6.84
|
|
|
0.07
|
|
|
0.07
|
|
|
0.08
|
|
Time deposits
|
22.06
|
|
|
23.50
|
|
|
27.88
|
|
|
0.73
|
|
|
0.62
|
|
|
0.81
|
|
Short-term borrowings
|
4.96
|
|
|
3.77
|
|
|
0.44
|
|
|
0.45
|
|
|
0.18
|
|
|
0.17
|
|
Long-term Federal Home Loan Bank advances
|
0.50
|
|
|
0.98
|
|
|
1.38
|
|
|
4.02
|
|
|
4.14
|
|
|
4.15
|
|
Subordinated notes
|
0.49
|
|
|
—
|
|
|
—
|
|
|
5.45
|
|
|
—
|
|
|
—
|
|
Other long-term borrowings
|
1.33
|
|
|
1.60
|
|
|
1.86
|
|
|
5.56
|
|
|
5.40
|
|
|
5.07
|
|
Total deposits and borrowed funds
|
100.00
|
%
|
|
100.00
|
%
|
|
100.00
|
%
|
|
0.39
|
%
|
|
0.37
|
%
|
|
0.47
|
%
|
|
2016
|
|
2015
|
|
2014
|
||||||
Loan commitments
|
$
|
1,263,059
|
|
|
$
|
1,131,842
|
|
|
$
|
706,972
|
|
Standby letters of credit
|
44,086
|
|
|
37,063
|
|
|
31,804
|
|
|
|
|
Payments Due In:
|
||||||||||||||||||
|
Note
Reference
|
|
Less Than
One Year
|
|
One to
Three
Years
|
|
Three to
Five Years
|
|
Over Five
Years
|
|
Total
|
||||||||||
Operating leases
|
6
|
|
$
|
4,526
|
|
|
$
|
7,585
|
|
|
$
|
4,514
|
|
|
$
|
5,634
|
|
|
$
|
22,259
|
|
Deposits without a stated maturity
(1)
|
10
|
|
5,438,384
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,438,384
|
|
|||||
Time deposits
|
10
|
|
734,286
|
|
|
714,857
|
|
|
159,435
|
|
|
12,175
|
|
|
1,620,753
|
|
|||||
Short-term borrowings
|
11
|
|
109,676
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
109,676
|
|
|||||
Federal Home Loan Bank advances
|
12
|
|
—
|
|
|
326
|
|
|
615
|
|
|
7,601
|
|
|
8,542
|
|
|||||
Junior subordinated debentures
|
12
|
|
—
|
|
|
—
|
|
|
—
|
|
|
95,643
|
|
|
95,643
|
|
|||||
Subordinated notes
|
12
|
|
—
|
|
|
—
|
|
|
—
|
|
|
98,127
|
|
|
98,127
|
|
|||||
Other long-term debt
|
|
|
—
|
|
|
147
|
|
|
—
|
|
|
—
|
|
|
147
|
|
|||||
Total contractual obligations
|
|
|
$
|
6,286,872
|
|
|
$
|
722,915
|
|
|
$
|
164,564
|
|
|
$
|
219,180
|
|
|
$
|
7,393,531
|
|
(1)
|
Excludes interest.
|
|
Actual
|
|
Minimum Capital
Requirement to be
Well Capitalized
|
|
Minimum Capital
Requirement to be
Adequately
Capitalized (including the phase-in of the Capital Conservation Buffer)
|
|||||||||||||||
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Renasant Corporation:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Tier 1 leverage ratio
|
$
|
858,850
|
|
|
10.59
|
%
|
|
$
|
405,441
|
|
|
5.00
|
%
|
|
$
|
324,353
|
|
|
4.00
|
%
|
Common equity tier 1 capital ratio
|
766,560
|
|
|
11.47
|
%
|
|
434,267
|
|
|
6.50
|
%
|
|
342,403
|
|
|
5.125
|
%
|
|||
Tier 1 risk-based capital ratio
|
858,850
|
|
|
12.86
|
%
|
|
534,483
|
|
|
8.00
|
%
|
|
442,619
|
|
|
6.625
|
%
|
|||
Total risk-based capital ratio
|
1,004,038
|
|
|
15.03
|
%
|
|
668,103
|
|
|
10.00
|
%
|
|
576,239
|
|
|
8.625
|
%
|
|||
Renasant Bank:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Tier 1 leverage ratio
|
$
|
824,850
|
|
|
10.20
|
%
|
|
$
|
404,442
|
|
|
5.00
|
%
|
|
$
|
323,554
|
|
|
4.00
|
%
|
Common equity tier 1 capital ratio
|
824,850
|
|
|
12.38
|
%
|
|
433,105
|
|
|
6.50
|
%
|
|
341,487
|
|
|
5.125
|
%
|
|||
Tier 1 risk-based capital ratio
|
824,850
|
|
|
12.38
|
%
|
|
533,052
|
|
|
8.00
|
%
|
|
441,434
|
|
|
6.625
|
%
|
|||
Total risk-based capital ratio
|
871,911
|
|
|
13.09
|
%
|
|
666,315
|
|
|
10.00
|
%
|
|
574,697
|
|
|
8.625
|
%
|
|||
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Renasant Corporation:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Tier 1 leverage ratio
|
$
|
681,731
|
|
|
9.16
|
%
|
|
$
|
371,968
|
|
|
5.00
|
%
|
|
$
|
297,574
|
|
|
4.00
|
%
|
Common equity tier 1 capital ratio
|
591,356
|
|
|
9.99
|
%
|
|
384,830
|
|
|
6.50
|
%
|
|
266,421
|
|
|
4.50
|
%
|
|||
Tier 1 risk-based capital ratio
|
681,731
|
|
|
11.51
|
%
|
|
473,637
|
|
|
8.00
|
%
|
|
355,228
|
|
|
6.00
|
%
|
|||
Total risk-based capital ratio
|
729,321
|
|
|
12.32
|
%
|
|
592,047
|
|
|
10.00
|
%
|
|
473,637
|
|
|
8.00
|
%
|
|||
Renasant Bank:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Tier 1 leverage ratio
|
$
|
654,830
|
|
|
8.82
|
%
|
|
$
|
371,183
|
|
|
5.00
|
%
|
|
$
|
296,946
|
|
|
4.00
|
%
|
Common equity tier 1 capital ratio
|
654,830
|
|
|
11.09
|
%
|
|
383,660
|
|
|
6.50
|
%
|
|
265,611
|
|
|
4.50
|
%
|
|||
Tier 1 risk-based capital ratio
|
654,830
|
|
|
11.09
|
%
|
|
472,198
|
|
|
8.00
|
%
|
|
354,148
|
|
|
6.00
|
%
|
|||
Total risk-based capital ratio
|
701,591
|
|
|
11.89
|
%
|
|
590,247
|
|
|
10.00
|
%
|
|
472,198
|
|
|
8.00
|
%
|
—
|
Residential mortgages: Replaced the former 50% risk weight for performing residential first-lien mortgages and a 100% risk-weight for all other mortgages with a risk weight of between 35% and 200% determined by the mortgage’s loan-to-value ratio and whether the mortgage falls into one of two categories based on eight criteria that include the term, use of negative amortization and balloon payments, certain rate increases and documented and verified borrower income.
|
—
|
Commercial mortgages: Replaced the former 100% risk weight with a 150% risk weight for certain high volatility commercial real estate acquisition, development and construction loans.
|
—
|
Nonperforming loans: Replaced the former 100% risk weight with a 150% risk weight for loans, other than residential mortgages, that are 90 days past due or on nonaccrual status.
|
|
Page
|
|
Memphis, Tennessee
|
February 27, 2017
|
|
Memphis, Tennessee
|
February 27, 2017
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Assets
|
|
|
|
||||
Cash and due from banks
|
$
|
160,570
|
|
|
$
|
177,007
|
|
Interest-bearing balances with banks
|
145,654
|
|
|
34,564
|
|
||
Cash and cash equivalents
|
306,224
|
|
|
211,571
|
|
||
Securities held to maturity (fair value of $362,893 and $473,753, respectively)
|
356,282
|
|
|
458,400
|
|
||
Securities available for sale, at fair value
|
674,248
|
|
|
646,805
|
|
||
Mortgage loans held for sale, at fair value
|
177,866
|
|
|
225,254
|
|
||
Loans, net of unearned income:
|
|
|
|
||||
Non purchased loans and leases
|
4,713,572
|
|
|
3,830,434
|
|
||
Purchased loans
|
1,489,137
|
|
|
1,583,028
|
|
||
Total loans, net of unearned income
|
6,202,709
|
|
|
5,413,462
|
|
||
Allowance for loan losses
|
(42,737
|
)
|
|
(42,437
|
)
|
||
Loans, net
|
6,159,972
|
|
|
5,371,025
|
|
||
Premises and equipment, net
|
179,223
|
|
|
169,128
|
|
||
Other real estate owned:
|
|
|
|
||||
Non purchased
|
5,929
|
|
|
12,986
|
|
||
Purchased
|
17,370
|
|
|
22,416
|
|
||
Total other real estate owned, net
|
23,299
|
|
|
35,402
|
|
||
Goodwill
|
470,534
|
|
|
445,871
|
|
||
Other intangible assets, net
|
24,074
|
|
|
28,811
|
|
||
FDIC loss share indemnification asset
|
—
|
|
|
7,149
|
|
||
Bank-owned life insurance
|
152,305
|
|
|
141,067
|
|
||
Mortgage servicing rights
|
26,302
|
|
|
29,642
|
|
||
Other assets
|
149,522
|
|
|
156,371
|
|
||
Total assets
|
$
|
8,699,851
|
|
|
$
|
7,926,496
|
|
Liabilities and shareholders’ equity
|
|
|
|
||||
Liabilities
|
|
|
|
||||
Deposits
|
|
|
|
||||
Noninterest-bearing
|
$
|
1,561,357
|
|
|
$
|
1,278,337
|
|
Interest-bearing
|
5,497,780
|
|
|
4,940,265
|
|
||
Total deposits
|
7,059,137
|
|
|
6,218,602
|
|
||
Short-term borrowings
|
109,676
|
|
|
422,279
|
|
||
Long-term debt
|
202,459
|
|
|
148,217
|
|
||
Other liabilities
|
95,696
|
|
|
100,580
|
|
||
Total liabilities
|
7,466,968
|
|
|
6,889,678
|
|
||
Shareholders’ equity
|
|
|
|
||||
Preferred stock, $.01 par value – 5,000,000 shares authorized; no shares issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock, $5.00 par value – 150,000,000 and 75,000,000 shares authorized, respectively, 45,107,066 and 41,292,045 shares issued, respectively; 44,332,273 and 40,293,291 shares outstanding, respectively
|
225,535
|
|
|
206,460
|
|
||
Treasury stock, at cost
|
(21,692
|
)
|
|
(22,385
|
)
|
||
Additional paid-in capital
|
707,408
|
|
|
585,938
|
|
||
Retained earnings
|
337,536
|
|
|
276,340
|
|
||
Accumulated other comprehensive loss, net of taxes
|
(15,904
|
)
|
|
(9,535
|
)
|
||
Total shareholders’ equity
|
1,232,883
|
|
|
1,036,818
|
|
||
Total liabilities and shareholders’ equity
|
$
|
8,699,851
|
|
|
$
|
7,926,496
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Interest income
|
|
|
|
|
|
||||||
Loans
|
$
|
302,314
|
|
|
$
|
236,262
|
|
|
$
|
199,844
|
|
Securities
|
|
|
|
|
|
||||||
Taxable
|
16,551
|
|
|
17,026
|
|
|
17,096
|
|
|||
Tax-exempt
|
9,814
|
|
|
9,520
|
|
|
9,073
|
|
|||
Other
|
459
|
|
|
215
|
|
|
396
|
|
|||
Total interest income
|
329,138
|
|
|
263,023
|
|
|
226,409
|
|
|||
Interest expense
|
|
|
|
|
|
||||||
Deposits
|
17,856
|
|
|
13,715
|
|
|
16,216
|
|
|||
Borrowings
|
10,291
|
|
|
7,950
|
|
|
7,711
|
|
|||
Total interest expense
|
28,147
|
|
|
21,665
|
|
|
23,927
|
|
|||
Net interest income
|
300,991
|
|
|
241,358
|
|
|
202,482
|
|
|||
Provision for loan losses
|
7,530
|
|
|
4,750
|
|
|
6,167
|
|
|||
Net interest income after provision for loan losses
|
293,461
|
|
|
236,608
|
|
|
196,315
|
|
|||
Noninterest income
|
|
|
|
|
|
||||||
Service charges on deposit accounts
|
31,875
|
|
|
29,269
|
|
|
26,756
|
|
|||
Fees and commissions
|
18,814
|
|
|
15,761
|
|
|
14,012
|
|
|||
Insurance commissions
|
8,508
|
|
|
8,423
|
|
|
8,194
|
|
|||
Wealth management revenue
|
11,652
|
|
|
9,808
|
|
|
8,545
|
|
|||
Mortgage banking income
|
49,443
|
|
|
35,815
|
|
|
14,862
|
|
|||
Net gains on sales of securities
|
1,186
|
|
|
96
|
|
|
375
|
|
|||
BOLI income
|
4,635
|
|
|
3,612
|
|
|
2,985
|
|
|||
Other
|
11,302
|
|
|
5,486
|
|
|
4,780
|
|
|||
Total noninterest income
|
137,415
|
|
|
108,270
|
|
|
80,509
|
|
|||
Noninterest expense
|
|
|
|
|
|
||||||
Salaries and employee benefits
|
172,448
|
|
|
145,111
|
|
|
115,108
|
|
|||
Data processing
|
17,723
|
|
|
14,251
|
|
|
11,570
|
|
|||
Net occupancy and equipment
|
34,394
|
|
|
26,987
|
|
|
20,252
|
|
|||
Other real estate owned
|
5,696
|
|
|
3,045
|
|
|
4,593
|
|
|||
Professional fees
|
5,358
|
|
|
4,384
|
|
|
4,485
|
|
|||
Advertising and public relations
|
7,080
|
|
|
6,112
|
|
|
5,923
|
|
|||
Intangible amortization
|
6,747
|
|
|
6,069
|
|
|
5,606
|
|
|||
Communications
|
8,329
|
|
|
7,278
|
|
|
5,949
|
|
|||
Merger-related expenses
|
4,023
|
|
|
11,614
|
|
|
694
|
|
|||
Extinguishment of debt
|
2,539
|
|
|
—
|
|
|
—
|
|
|||
Loss share termination
|
2,053
|
|
|
—
|
|
|
—
|
|
|||
Other
|
28,709
|
|
|
20,263
|
|
|
16,757
|
|
|||
Total noninterest expense
|
295,099
|
|
|
245,114
|
|
|
190,937
|
|
|||
Income before income taxes
|
135,777
|
|
|
99,764
|
|
|
85,887
|
|
|||
Income taxes
|
44,847
|
|
|
31,750
|
|
|
26,305
|
|
|||
Net income
|
$
|
90,930
|
|
|
$
|
68,014
|
|
|
$
|
59,582
|
|
Basic earnings per share
|
$
|
2.18
|
|
|
$
|
1.89
|
|
|
$
|
1.89
|
|
Diluted earnings per share
|
$
|
2.17
|
|
|
$
|
1.88
|
|
|
$
|
1.88
|
|
Cash dividends per common share
|
$
|
0.71
|
|
|
$
|
0.68
|
|
|
$
|
0.68
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
$
|
90,930
|
|
|
$
|
68,014
|
|
|
$
|
59,582
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
||||||
Securities available for sale:
|
|
|
|
|
|
||||||
Unrealized holding (losses) gains on securities
|
(6,206
|
)
|
|
(351
|
)
|
|
7,731
|
|
|||
Reclassification adjustment for gains realized in net income
|
(727
|
)
|
|
(59
|
)
|
|
(232
|
)
|
|||
Amortization of unrealized holding gains on securities transferred to the held to maturity category
|
(61
|
)
|
|
(110
|
)
|
|
(156
|
)
|
|||
Total securities available for sale
|
(6,994
|
)
|
|
(520
|
)
|
|
7,343
|
|
|||
Derivative instruments:
|
|
|
|
|
|
||||||
Unrealized holding gains (losses) on derivative instruments
|
527
|
|
|
(249
|
)
|
|
(1,622
|
)
|
|||
Total derivative instruments
|
527
|
|
|
(249
|
)
|
|
(1,622
|
)
|
|||
Defined benefit pension and post-retirement benefit plans:
|
|
|
|
|
|
||||||
Net gain (loss) arising during the period
|
31
|
|
|
(1,435
|
)
|
|
(1,529
|
)
|
|||
Less amortization of net actuarial loss recognized in net periodic pension cost
|
302
|
|
|
267
|
|
|
183
|
|
|||
Reclassification adjustment for net settlement gain realized in net income
|
(235
|
)
|
|
—
|
|
|
—
|
|
|||
Total defined benefit pension and post-retirement benefit plans
|
98
|
|
|
(1,168
|
)
|
|
(1,346
|
)
|
|||
Other comprehensive (loss) income, net of tax
|
(6,369
|
)
|
|
(1,937
|
)
|
|
4,375
|
|
|||
Comprehensive income
|
$
|
84,561
|
|
|
$
|
66,077
|
|
|
$
|
63,957
|
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
|
|||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|
Total
|
|||||||||||||||||
Balance at January 1, 2014
|
31,387,668
|
|
|
$
|
163,281
|
|
|
$
|
(23,023
|
)
|
|
$
|
342,552
|
|
|
$
|
194,815
|
|
|
$
|
(11,973
|
)
|
|
$
|
665,652
|
|
Net income
|
|
|
|
|
|
|
|
|
59,582
|
|
|
|
|
59,582
|
|
|||||||||||
Changes in other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
4,375
|
|
|
4,375
|
|
|||||||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
63,957
|
|
||||||||||||
Cash dividends ($0.68 per share)
|
|
|
|
|
|
|
|
|
(21,518
|
)
|
|
|
|
(21,518
|
)
|
|||||||||||
Issuance of common stock for stock-based compensation awards
|
157,477
|
|
|
|
|
895
|
|
|
(1,248
|
)
|
|
|
|
|
|
(353
|
)
|
|||||||||
Stock-based compensation expense
|
|
|
|
|
|
|
3,909
|
|
|
|
|
|
|
3,909
|
|
|||||||||||
Other, net
|
|
|
|
|
|
|
|
|
4
|
|
|
|
|
4
|
|
|||||||||||
Balance at December 31, 2014
|
31,545,145
|
|
|
$
|
163,281
|
|
|
$
|
(22,128
|
)
|
|
$
|
345,213
|
|
|
$
|
232,883
|
|
|
$
|
(7,598
|
)
|
|
$
|
711,651
|
|
Net income
|
|
|
|
|
|
|
|
|
68,014
|
|
|
|
|
68,014
|
|
|||||||||||
Changes in other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
(1,937
|
)
|
|
(1,937
|
)
|
|||||||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
66,077
|
|
||||||||||||
Cash dividends ($0.68 per share)
|
|
|
|
|
|
|
|
|
(24,557
|
)
|
|
|
|
(24,557
|
)
|
|||||||||||
Common stock issued in connection with an acquisition
|
8,635,879
|
|
|
43,179
|
|
|
|
|
|
238,351
|
|
|
|
|
|
|
281,530
|
|
||||||||
Repurchase of shares in connection with acquisition related to stock-based compensation awards
|
(18,635
|
)
|
|
|
|
(608
|
)
|
|
|
|
|
|
|
|
(608
|
)
|
||||||||||
Issuance of common stock for stock-based compensation awards
|
130,902
|
|
|
|
|
351
|
|
|
(2,073
|
)
|
|
|
|
|
|
(1,722
|
)
|
|||||||||
Stock-based compensation expense
|
|
|
|
|
|
|
4,435
|
|
|
|
|
|
|
4,435
|
|
|||||||||||
Other, net
|
|
|
|
|
|
|
12
|
|
|
|
|
|
|
|
12
|
|
||||||||||
Balance at December 31, 2015
|
40,293,291
|
|
|
$
|
206,460
|
|
|
$
|
(22,385
|
)
|
|
$
|
585,938
|
|
|
$
|
276,340
|
|
|
$
|
(9,535
|
)
|
|
$
|
1,036,818
|
|
Net income
|
|
|
|
|
|
|
|
|
90,930
|
|
|
|
|
90,930
|
|
|||||||||||
Changes in other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
(6,369
|
)
|
|
(6,369
|
)
|
|||||||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
84,561
|
|
||||||||||||
Cash dividends ($0.71 per share)
|
|
|
|
|
|
|
|
|
(29,734
|
)
|
|
|
|
(29,734
|
)
|
|||||||||||
Common stock issued in connection with an acquisition
|
1,680,021
|
|
|
8,400
|
|
|
|
|
|
46,890
|
|
|
|
|
|
|
55,290
|
|
||||||||
Common stock issued in public offering
|
2,135,000
|
|
|
10,675
|
|
|
|
|
73,430
|
|
|
|
|
|
|
84,105
|
|
|||||||||
Issuance of common stock for stock-based compensation awards
|
223,961
|
|
|
|
|
693
|
|
|
(2,345
|
)
|
|
|
|
|
|
(1,652
|
)
|
|||||||||
Stock-based compensation expense
|
|
|
|
|
|
|
3,117
|
|
|
|
|
|
|
3,117
|
|
|||||||||||
Shares vested through Heritage acquisition
|
|
|
|
|
|
|
378
|
|
|
|
|
|
|
378
|
|
|||||||||||
Balance at December 31, 2016
|
44,332,273
|
|
|
$
|
225,535
|
|
|
$
|
(21,692
|
)
|
|
$
|
707,408
|
|
|
$
|
337,536
|
|
|
$
|
(15,904
|
)
|
|
$
|
1,232,883
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Operating activities
|
|
|
|
|
|
||||||
Net income
|
$
|
90,930
|
|
|
$
|
68,014
|
|
|
$
|
59,582
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Provision for loan losses
|
7,530
|
|
|
4,750
|
|
|
6,167
|
|
|||
Depreciation, amortization and accretion
|
207
|
|
|
5,953
|
|
|
8,104
|
|
|||
Deferred income tax expense
|
11,037
|
|
|
13,751
|
|
|
9,291
|
|
|||
Funding of mortgage loans held for sale
|
(1,951,144
|
)
|
|
(1,483,937
|
)
|
|
(547,402
|
)
|
|||
Proceeds from sales of mortgage loans held for sale
|
2,031,036
|
|
|
1,647,648
|
|
|
563,808
|
|
|||
Gains on sales of mortgage loans held for sale
|
(31,654
|
)
|
|
(25,292
|
)
|
|
(8,594
|
)
|
|||
Gains on sales of securities
|
(1,186
|
)
|
|
(96
|
)
|
|
(375
|
)
|
|||
Loss on extinguishment of debt
|
2,539
|
|
|
—
|
|
|
—
|
|
|||
Losses (gains) on sales of premises and equipment
|
115
|
|
|
105
|
|
|
(72
|
)
|
|||
Stock-based compensation
|
3,117
|
|
|
4,435
|
|
|
3,909
|
|
|||
Decrease in FDIC loss share indemnification asset, net of accretion and amortization
|
2,891
|
|
|
4,409
|
|
|
14,399
|
|
|||
Loss on termination of FDIC loss share agreements
|
2,053
|
|
|
—
|
|
|
—
|
|
|||
Decrease in other assets
|
13,020
|
|
|
12,705
|
|
|
21,303
|
|
|||
(Decrease) increase in other liabilities
|
(16,694
|
)
|
|
180
|
|
|
(5,437
|
)
|
|||
Net cash provided by operating activities
|
163,797
|
|
|
252,625
|
|
|
124,683
|
|
|||
Investing activities
|
|
|
|
|
|
||||||
Purchases of securities available for sale
|
(140,133
|
)
|
|
(72,114
|
)
|
|
(124,296
|
)
|
|||
Proceeds from sales of securities available for sale
|
4,028
|
|
|
8,444
|
|
|
1,099
|
|
|||
Proceeds from call/maturities of securities available for sale
|
158,359
|
|
|
111,663
|
|
|
80,305
|
|
|||
Purchases of securities held to maturity
|
(15,267
|
)
|
|
(144,027
|
)
|
|
(155,868
|
)
|
|||
Proceeds from call/maturities of securities held to maturity
|
119,405
|
|
|
145,449
|
|
|
136,013
|
|
|||
Net increase in loans
|
(504,640
|
)
|
|
(298,676
|
)
|
|
(120,787
|
)
|
|||
Purchases of premises and equipment
|
(13,560
|
)
|
|
(25,165
|
)
|
|
(22,179
|
)
|
|||
Proceeds from sales of premises and equipment
|
2,462
|
|
|
2,219
|
|
|
2,911
|
|
|||
Proceeds from sales of other assets
|
16,939
|
|
|
—
|
|
|
—
|
|
|||
Payment made to FDIC to terminate loss share agreements
|
(4,849
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash received in acquisition
|
25,263
|
|
|
24,776
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(351,993
|
)
|
|
(247,431
|
)
|
|
(202,802
|
)
|
|||
Financing activities
|
|
|
|
|
|
||||||
Net increase in noninterest-bearing deposits
|
209,943
|
|
|
79,342
|
|
|
63,852
|
|
|||
Net (decrease) increase in interest-bearing deposits
|
279,146
|
|
|
(77,124
|
)
|
|
(67,346
|
)
|
|||
Net (decrease) increase in short-term borrowings
|
(314,952
|
)
|
|
375,220
|
|
|
30,120
|
|
|||
Proceeds from long-term debt
|
98,385
|
|
|
40
|
|
|
—
|
|
|||
Repayment of long-term debt
|
(47,230
|
)
|
|
(308,766
|
)
|
|
(13,557
|
)
|
|||
Cash paid for dividends
|
(29,734
|
)
|
|
(24,557
|
)
|
|
(21,518
|
)
|
|||
Cash received on exercise of stock options
|
415
|
|
|
102
|
|
|
401
|
|
|||
Excess tax benefits from exercise of stock options
|
2,771
|
|
|
537
|
|
|
1,102
|
|
|||
Proceeds from equity offering
|
84,105
|
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
282,849
|
|
|
44,794
|
|
|
(6,946
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
94,653
|
|
|
49,988
|
|
|
(85,065
|
)
|
|||
Cash and cash equivalents at beginning of year
|
211,571
|
|
|
161,583
|
|
|
246,648
|
|
|||
Cash and cash equivalents at end of year
|
$
|
306,224
|
|
|
$
|
211,571
|
|
|
$
|
161,583
|
|
Supplemental disclosures
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
25,871
|
|
|
$
|
21,615
|
|
|
$
|
24,103
|
|
Cash paid for income taxes
|
$
|
22,731
|
|
|
$
|
18,610
|
|
|
$
|
17,503
|
|
Noncash transactions:
|
|
|
|
|
|
||||||
Transfers of loans to other real estate
|
$
|
8,870
|
|
|
$
|
14,935
|
|
|
$
|
15,692
|
|
Financed sales of other real estate owned
|
$
|
2,070
|
|
|
$
|
1,134
|
|
|
$
|
860
|
|
Transfers of loans held for sale to loan portfolio
|
$
|
17,838
|
|
|
$
|
11,096
|
|
|
$
|
—
|
|
Common stock issued in acquisition of businesses
|
$
|
55,290
|
|
|
$
|
281,530
|
|
|
$
|
—
|
|
•
|
July 2010, Crescent Bank and Trust Company (Jasper, GA)
|
•
|
February 2011, American Trust Bank (Roswell, GA)
|
•
|
February 2011, Citizens Bank of Effingham (Springfield, GA)
|
•
|
August 2011, First Southern National Bank (Statesboro, GA)
|
|
2016
|
|
2015
|
||||
Balance at January 1
|
$
|
7,149
|
|
|
$
|
12,516
|
|
Additions through acquisition
|
(260
|
)
|
|
2,673
|
|
||
Realized losses in excess of initial estimates on:
|
|
|
|
||||
Loans
|
265
|
|
|
872
|
|
||
OREO
|
97
|
|
|
362
|
|
||
Reimbursable expenses
|
—
|
|
|
1,170
|
|
||
Amortization
|
(797
|
)
|
|
(4,865
|
)
|
||
Reimbursements received from the FDIC
|
(2,987
|
)
|
|
(5,579
|
)
|
||
Termination of FDIC loss share agreements
|
(3,467
|
)
|
|
—
|
|
||
Balance at December 31
|
$
|
—
|
|
|
$
|
7,149
|
|
Purchase Price:
|
|
|
||||
Shares issued to common shareholders
|
8,635,879
|
|
|
|||
Fair value of common stock on date of issuance
|
$
|
32.60
|
|
|
||
Value of stock paid
|
|
$
|
281,530
|
|
||
Cash paid for fractional shares
|
|
26
|
|
|||
Cash settlement for stock options
|
|
5,915
|
|
|||
Deal charges paid on behalf of Heritage
|
|
7,973
|
|
|||
Total Purchase Price
|
|
$
|
295,444
|
|
||
Net Assets Acquired:
|
|
|
||||
Stockholders’ equity at acquisition date
|
$
|
160,652
|
|
|
||
Increase (decrease) to net assets as a result of fair value adjustments
to assets acquired and liabilities assumed:
|
|
|
||||
Securities
|
(1,401
|
)
|
|
|||
Mortgage loans held for sale
|
(3,158
|
)
|
|
|||
Loans, net of Heritage’s allowance for loan losses
|
(16,837
|
)
|
|
|||
Fixed assets
|
(6,419
|
)
|
|
|||
Intangible assets, net of Heritage’s existing core deposit intangible
|
18,193
|
|
|
|||
Other real estate owned
|
1,390
|
|
|
|||
FDIC loss share indemnification asset
|
(15,507
|
)
|
|
|||
Other assets
|
3,045
|
|
|
|||
Deposits
|
(3,776
|
)
|
|
|||
Other liabilities
|
(7,873
|
)
|
|
|||
Deferred income taxes
|
(8,077
|
)
|
|
|||
Total Net Assets Acquired
|
|
120,232
|
|
|||
Goodwill resulting from merger
(1)
|
|
$
|
175,212
|
|
Cash and cash equivalents
|
|
$
|
38,626
|
|
Securities
|
|
177,849
|
|
|
Loans, including mortgage loans held for sale, net of unearned income
|
|
1,458,411
|
|
|
Premises and equipment
|
|
42,914
|
|
|
Other real estate owned
|
|
9,972
|
|
|
Intangible assets
|
|
187,468
|
|
|
Other assets
|
|
104,737
|
|
|
Total assets
|
|
2,019,977
|
|
|
|
|
|
||
Deposits
|
|
1,375,354
|
|
|
Borrowings
|
|
314,656
|
|
|
Other liabilities
|
|
34,523
|
|
|
Total liabilities
|
|
1,724,533
|
|
|
Twelve Months Ended
|
||||||
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Interest income
|
$
|
329,138
|
|
|
$
|
301,226
|
|
Interest expense
|
28,147
|
|
|
21,858
|
|
||
Net interest income
|
300,991
|
|
|
279,368
|
|
||
Provision for loan and lease losses
|
7,530
|
|
|
5,050
|
|
||
Noninterest income
|
137,231
|
|
|
135,379
|
|
||
Noninterest expense
|
294,915
|
|
|
309,803
|
|
||
Income before income taxes
|
135,777
|
|
|
99,894
|
|
||
Income taxes
|
44,847
|
|
|
31,772
|
|
||
Net income
|
$
|
90,930
|
|
|
$
|
68,122
|
|
|
|
|
|
||||
Earnings per share:
|
|
|
|
||||
Basic
|
$
|
2.18
|
|
|
$
|
1.69
|
|
Diluted
|
$
|
2.17
|
|
|
$
|
1.68
|
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||
December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Obligations of other U.S. Government agencies and corporations
|
$
|
14,101
|
|
|
$
|
4
|
|
|
$
|
(187
|
)
|
|
$
|
13,918
|
|
Obligations of states and political subdivisions
|
342,181
|
|
|
8,572
|
|
|
(1,778
|
)
|
|
348,975
|
|
||||
|
$
|
356,282
|
|
|
$
|
8,576
|
|
|
$
|
(1,965
|
)
|
|
$
|
362,893
|
|
December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Obligations of other U.S. Government agencies and corporations
|
$
|
101,155
|
|
|
$
|
26
|
|
|
$
|
(1,214
|
)
|
|
$
|
99,967
|
|
Obligations of states and political subdivisions
|
357,245
|
|
|
16,636
|
|
|
(95
|
)
|
|
373,786
|
|
||||
|
$
|
458,400
|
|
|
$
|
16,662
|
|
|
$
|
(1,309
|
)
|
|
$
|
473,753
|
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||
December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Obligations of other U.S. Government agencies and corporations
|
$
|
2,066
|
|
|
$
|
92
|
|
|
$
|
—
|
|
|
$
|
2,158
|
|
Residential mortgage backed securities:
|
|
|
|
|
|
|
|
||||||||
Government agency mortgage backed securities
|
414,019
|
|
|
1,941
|
|
|
(6,643
|
)
|
|
409,317
|
|
||||
Government agency collateralized mortgage obligations
|
171,362
|
|
|
831
|
|
|
(3,367
|
)
|
|
168,826
|
|
||||
Commercial mortgage backed securities:
|
|
|
|
|
|
|
|
||||||||
Government agency mortgage backed securities
|
50,628
|
|
|
696
|
|
|
(461
|
)
|
|
50,863
|
|
||||
Government agency collateralized mortgage obligations
|
2,528
|
|
|
38
|
|
|
(16
|
)
|
|
2,550
|
|
||||
Trust preferred securities
|
23,749
|
|
|
—
|
|
|
(5,360
|
)
|
|
18,389
|
|
||||
Other debt securities
|
22,053
|
|
|
310
|
|
|
(218
|
)
|
|
22,145
|
|
||||
Other equity securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
686,405
|
|
|
$
|
3,908
|
|
|
$
|
(16,065
|
)
|
|
$
|
674,248
|
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||
December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Obligations of other U.S. Government agencies and corporations
|
$
|
6,093
|
|
|
$
|
126
|
|
|
$
|
(19
|
)
|
|
$
|
6,200
|
|
Residential mortgage backed securities:
|
|
|
|
|
|
|
|
||||||||
Government agency mortgage backed securities
|
362,669
|
|
|
3,649
|
|
|
(1,778
|
)
|
|
364,540
|
|
||||
Government agency collateralized mortgage obligations
|
168,916
|
|
|
1,449
|
|
|
(2,305
|
)
|
|
168,060
|
|
||||
Commercial mortgage backed securities:
|
|
|
|
|
|
|
|
||||||||
Government agency mortgage backed securities
|
58,864
|
|
|
1,002
|
|
|
(107
|
)
|
|
59,759
|
|
||||
Government agency collateralized mortgage obligations
|
4,947
|
|
|
158
|
|
|
(1
|
)
|
|
5,104
|
|
||||
Trust preferred securities
|
24,770
|
|
|
—
|
|
|
(5,301
|
)
|
|
19,469
|
|
||||
Other debt securities
|
18,899
|
|
|
468
|
|
|
(34
|
)
|
|
19,333
|
|
||||
Other equity securities
|
2,500
|
|
|
1,840
|
|
|
—
|
|
|
4,340
|
|
||||
|
$
|
647,658
|
|
|
$
|
8,692
|
|
|
$
|
(9,545
|
)
|
|
$
|
646,805
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Gross gains on sales of securities available for sale
|
$
|
1,257
|
|
|
$
|
96
|
|
|
$
|
375
|
|
Gross losses on sales of securities available for sale
|
(71
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on sales of securities available for sale, net
|
$
|
1,186
|
|
|
$
|
96
|
|
|
$
|
375
|
|
|
Held to Maturity
|
|
Available for Sale
|
||||||||||||
|
Amortized
Cost
|
|
Fair
Value
|
|
Amortized
Cost
|
|
Fair
Value
|
||||||||
Due within one year
|
$
|
11,419
|
|
|
$
|
11,504
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Due after one year through five years
|
110,979
|
|
|
114,123
|
|
|
2,066
|
|
|
2,158
|
|
||||
Due after five years through ten years
|
129,883
|
|
|
131,145
|
|
|
1,047
|
|
|
1,039
|
|
||||
Due after ten years
|
104,001
|
|
|
106,121
|
|
|
23,749
|
|
|
18,389
|
|
||||
Residential mortgage backed securities:
|
|
|
|
|
|
|
|
||||||||
Government agency mortgage backed securities
|
—
|
|
|
—
|
|
|
414,019
|
|
|
409,317
|
|
||||
Government agency collateralized mortgage obligations
|
—
|
|
|
—
|
|
|
171,362
|
|
|
168,826
|
|
||||
Commercial mortgage backed securities:
|
|
|
|
|
|
|
|
||||||||
Government agency mortgage backed securities
|
—
|
|
|
—
|
|
|
50,628
|
|
|
50,863
|
|
||||
Government agency collateralized mortgage obligations
|
—
|
|
|
—
|
|
|
2,528
|
|
|
2,550
|
|
||||
Other debt securities
|
—
|
|
|
—
|
|
|
21,006
|
|
|
21,106
|
|
||||
Other equity securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
356,282
|
|
|
$
|
362,893
|
|
|
$
|
686,405
|
|
|
$
|
674,248
|
|
|
Less than 12 Months
|
|
12 Months or More
|
|
Total
|
||||||||||||||||||||||||
|
#
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
#
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
#
|
|
Fair
Value
|
|
Unrealized
Losses
|
||||||||||||
Held to Maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Obligations of other U.S. Government agencies and corporations
|
4
|
|
$
|
11,915
|
|
|
$
|
(187
|
)
|
|
0
|
|
$
|
—
|
|
|
$
|
—
|
|
|
4
|
|
$
|
11,915
|
|
|
$
|
(187
|
)
|
Obligations of states and political subdivisions
|
102
|
|
83,362
|
|
|
(1,778
|
)
|
|
0
|
|
—
|
|
|
—
|
|
|
102
|
|
83,362
|
|
|
(1,778
|
)
|
||||||
Total
|
106
|
|
$
|
95,277
|
|
|
$
|
(1,965
|
)
|
|
0
|
|
$
|
—
|
|
|
$
|
—
|
|
|
106
|
|
$
|
95,277
|
|
|
$
|
(1,965
|
)
|
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Obligations of other U.S. Government agencies and corporations
|
10
|
|
$
|
31,567
|
|
|
$
|
(414
|
)
|
|
8
|
|
$
|
38,688
|
|
|
$
|
(800
|
)
|
|
18
|
|
$
|
70,255
|
|
|
$
|
(1,214
|
)
|
Obligations of states and political subdivisions
|
6
|
|
4,815
|
|
|
(53
|
)
|
|
7
|
|
4,921
|
|
|
(42
|
)
|
|
13
|
|
9,736
|
|
|
(95
|
)
|
||||||
Total
|
16
|
|
$
|
36,382
|
|
|
$
|
(467
|
)
|
|
15
|
|
$
|
43,609
|
|
|
$
|
(842
|
)
|
|
31
|
|
$
|
79,991
|
|
|
$
|
(1,309
|
)
|
|
Less than 12 Months
|
|
12 Months or More
|
|
Total
|
||||||||||||||||||||||||
|
#
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
#
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
#
|
|
Fair
Value
|
|
Unrealized
Losses
|
||||||||||||
Available for Sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Obligations of other U.S. Government agencies and corporations
|
0
|
|
$
|
—
|
|
|
$
|
—
|
|
|
0
|
|
$
|
—
|
|
|
$
|
—
|
|
|
0
|
|
$
|
—
|
|
|
$
|
—
|
|
Residential mortgage backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Government agency mortgage backed securities
|
131
|
|
298,400
|
|
|
(6,042
|
)
|
|
5
|
|
11,504
|
|
|
(601
|
)
|
|
136
|
|
309,904
|
|
|
(6,643
|
)
|
||||||
Government agency collateralized mortgage obligations
|
40
|
|
97,356
|
|
|
(1,845
|
)
|
|
14
|
|
33,786
|
|
|
(1,522
|
)
|
|
54
|
|
131,142
|
|
|
(3,367
|
)
|
||||||
Commercial mortgage backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Government agency mortgage backed securities
|
9
|
|
21,933
|
|
|
(453
|
)
|
|
2
|
|
1,101
|
|
|
(8
|
)
|
|
11
|
|
23,034
|
|
|
(461
|
)
|
||||||
Government agency collateralized mortgage obligations
|
1
|
|
1,729
|
|
|
(16
|
)
|
|
0
|
|
—
|
|
|
—
|
|
|
1
|
|
1,729
|
|
|
(16
|
)
|
||||||
Trust preferred securities
|
0
|
|
—
|
|
|
—
|
|
|
3
|
|
18,389
|
|
|
(5,360
|
)
|
|
3
|
|
18,389
|
|
|
(5,360
|
)
|
||||||
Other debt securities
|
3
|
|
7,946
|
|
|
(208
|
)
|
|
2
|
|
2,475
|
|
|
(10
|
)
|
|
5
|
|
10,421
|
|
|
(218
|
)
|
||||||
Other equity securities
|
0
|
|
—
|
|
|
—
|
|
|
0
|
|
—
|
|
|
—
|
|
|
0
|
|
—
|
|
|
—
|
|
||||||
Total
|
184
|
|
$
|
427,364
|
|
|
$
|
(8,564
|
)
|
|
26
|
|
$
|
67,255
|
|
|
$
|
(7,501
|
)
|
|
210
|
|
$
|
494,619
|
|
|
$
|
(16,065
|
)
|
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Obligations of other U.S. Government agencies and corporations
|
1
|
|
$
|
3,981
|
|
|
$
|
(19
|
)
|
|
0
|
|
$
|
—
|
|
|
$
|
—
|
|
|
1
|
|
$
|
3,981
|
|
|
$
|
(19
|
)
|
Residential mortgage backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Government agency mortgage backed securities
|
34
|
|
130,306
|
|
|
(937
|
)
|
|
9
|
|
27,431
|
|
|
(841
|
)
|
|
43
|
|
157,737
|
|
|
(1,778
|
)
|
||||||
Government agency collateralized mortgage obligations
|
25
|
|
52,128
|
|
|
(347
|
)
|
|
16
|
|
51,574
|
|
|
(1,958
|
)
|
|
41
|
|
103,702
|
|
|
(2,305
|
)
|
||||||
Commercial mortgage backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Government agency mortgage backed securities
|
8
|
|
16,782
|
|
|
(104
|
)
|
|
1
|
|
814
|
|
|
(3
|
)
|
|
9
|
|
17,596
|
|
|
(107
|
)
|
||||||
Government agency collateralized mortgage obligations
|
1
|
|
1,882
|
|
|
(1
|
)
|
|
0
|
|
—
|
|
|
—
|
|
|
1
|
|
1,882
|
|
|
(1
|
)
|
||||||
Trust preferred securities
|
0
|
|
—
|
|
|
—
|
|
|
3
|
|
19,469
|
|
|
(5,301
|
)
|
|
3
|
|
19,469
|
|
|
(5,301
|
)
|
||||||
Other debt securities
|
1
|
|
1,316
|
|
|
(3
|
)
|
|
2
|
|
3,866
|
|
|
(31
|
)
|
|
3
|
|
5,182
|
|
|
(34
|
)
|
||||||
Other equity securities
|
0
|
|
—
|
|
|
—
|
|
|
0
|
|
—
|
|
|
—
|
|
|
0
|
|
—
|
|
|
—
|
|
||||||
Total
|
70
|
|
$
|
206,395
|
|
|
$
|
(1,411
|
)
|
|
31
|
|
$
|
103,154
|
|
|
$
|
(8,134
|
)
|
|
101
|
|
$
|
309,549
|
|
|
$
|
(9,545
|
)
|
Name
|
|
Single/
Pooled
|
|
Class/
Tranche
|
|
Amortized
Cost
|
|
Fair
Value
|
|
Unrealized
Gain (Loss)
|
|
Lowest
Credit
Rating
|
|
Issuers
Currently
in Deferral
or Default
|
||||||
XXIII
|
|
Pooled
|
|
B-2
|
|
$
|
8,293
|
|
|
$
|
5,680
|
|
|
$
|
(2,613
|
)
|
|
Baa3
|
|
17%
|
XXIV
|
|
Pooled
|
|
B-2
|
|
11,242
|
|
|
9,646
|
|
|
(1,596
|
)
|
|
Caa2
|
|
24%
|
|||
XXVI
|
|
Pooled
|
|
B-2
|
|
4,214
|
|
|
3,063
|
|
|
(1,151
|
)
|
|
Ba3
|
|
19%
|
|||
|
|
|
|
|
|
$
|
23,749
|
|
|
$
|
18,389
|
|
|
$
|
(5,360
|
)
|
|
|
|
|
|
2016
|
|
2015
|
||||||||||
Balance at January 1
|
$
|
(3,337
|
)
|
|
$
|
(3,337
|
)
|
||||||
Additions related to credit losses for which OTTI was not previously recognized
|
—
|
|
|
—
|
|
||||||||
Increases in credit loss for which OTTI was previously recognized
|
—
|
|
|
—
|
|
||||||||
Balance at December 31
|
$
|
(3,337
|
)
|
|
$
|
(3,337
|
)
|
|
2016
|
|
2015
|
||||
Commercial, financial, agricultural
|
$
|
589,290
|
|
|
$
|
485,407
|
|
Lease financing
|
49,250
|
|
|
35,978
|
|
||
Real estate – construction
|
483,926
|
|
|
291,701
|
|
||
Real estate – 1-4 family mortgage
|
1,425,730
|
|
|
1,204,228
|
|
||
Real estate – commercial mortgage
|
2,075,137
|
|
|
1,729,049
|
|
||
Installment loans to individuals
|
92,648
|
|
|
85,234
|
|
||
Gross loans
|
4,715,981
|
|
|
3,831,597
|
|
||
Unearned income
|
(2,409
|
)
|
|
(1,163
|
)
|
||
Loans, net of unearned income
|
4,713,572
|
|
|
3,830,434
|
|
|
Accruing Loans
|
|
Nonaccruing Loans
|
||||||||||||||||||||||||||||||||
|
30-89 Days
Past Due
|
|
90 Days
or More
Past Due
|
|
Current
Loans
|
|
Total
Loans
|
|
30-89 Days
Past Due
|
|
90 Days
or More
Past Due
|
|
Current
Loans
|
|
Total
Loans
|
|
Total
Loans
|
||||||||||||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Commercial, financial, agricultural
|
$
|
811
|
|
|
$
|
720
|
|
|
$
|
586,730
|
|
|
$
|
588,261
|
|
|
$
|
—
|
|
|
$
|
932
|
|
|
$
|
97
|
|
|
$
|
1,029
|
|
|
$
|
589,290
|
|
Lease financing
|
193
|
|
|
—
|
|
|
48,919
|
|
|
49,112
|
|
|
—
|
|
|
138
|
|
|
—
|
|
|
138
|
|
|
49,250
|
|
|||||||||
Real estate – construction
|
995
|
|
|
—
|
|
|
482,931
|
|
|
483,926
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
483,926
|
|
|||||||||
Real estate – 1-4 family mortgage
|
6,189
|
|
|
1,136
|
|
|
1,414,254
|
|
|
1,421,579
|
|
|
161
|
|
|
1,222
|
|
|
2,768
|
|
|
4,151
|
|
|
1,425,730
|
|
|||||||||
Real estate – commercial mortgage
|
2,283
|
|
|
99
|
|
|
2,066,821
|
|
|
2,069,203
|
|
|
580
|
|
|
2,778
|
|
|
2,576
|
|
|
5,934
|
|
|
2,075,137
|
|
|||||||||
Installment loans to individuals
|
324
|
|
|
124
|
|
|
92,179
|
|
|
92,627
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
|
92,648
|
|
|||||||||
Unearned income
|
—
|
|
|
—
|
|
|
(2,409
|
)
|
|
(2,409
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,409
|
)
|
|||||||||
Total
|
$
|
10,795
|
|
|
$
|
2,079
|
|
|
$
|
4,689,425
|
|
|
$
|
4,702,299
|
|
|
$
|
741
|
|
|
$
|
5,091
|
|
|
$
|
5,441
|
|
|
$
|
11,273
|
|
|
$
|
4,713,572
|
|
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Commercial, financial, agricultural
|
$
|
176
|
|
|
$
|
38
|
|
|
$
|
485,095
|
|
|
$
|
485,309
|
|
|
$
|
30
|
|
|
$
|
68
|
|
|
$
|
—
|
|
|
$
|
98
|
|
|
$
|
485,407
|
|
Lease financing
|
—
|
|
|
—
|
|
|
35,978
|
|
|
35,978
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,978
|
|
|||||||||
Real estate – construction
|
68
|
|
|
—
|
|
|
291,633
|
|
|
291,701
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
291,701
|
|
|||||||||
Real estate – 1-4 family mortgage
|
4,461
|
|
|
807
|
|
|
1,192,318
|
|
|
1,197,586
|
|
|
370
|
|
|
1,857
|
|
|
4,415
|
|
|
6,642
|
|
|
1,204,228
|
|
|||||||||
Real estate – commercial mortgage
|
2,391
|
|
|
425
|
|
|
1,719,329
|
|
|
1,722,145
|
|
|
568
|
|
|
1,668
|
|
|
4,668
|
|
|
6,904
|
|
|
1,729,049
|
|
|||||||||
Installment loans to individuals
|
167
|
|
|
56
|
|
|
85,011
|
|
|
85,234
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
85,234
|
|
|||||||||
Unearned income
|
—
|
|
|
—
|
|
|
(1,163
|
)
|
|
(1,163
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,163
|
)
|
|||||||||
Total
|
$
|
7,263
|
|
|
$
|
1,326
|
|
|
$
|
3,808,201
|
|
|
$
|
3,816,790
|
|
|
$
|
968
|
|
|
$
|
3,593
|
|
|
$
|
9,083
|
|
|
$
|
13,644
|
|
|
$
|
3,830,434
|
|
|
As of December 31, 2016
|
|
Year Ended December 31, 2016
|
||||||||||||||||
|
Recorded
Investment
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
||||||||||
With a related allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial, financial, agricultural
|
$
|
1,175
|
|
|
$
|
1,539
|
|
|
$
|
136
|
|
|
$
|
856
|
|
|
$
|
28
|
|
Lease financing
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Real estate – construction
|
517
|
|
|
517
|
|
|
1
|
|
|
469
|
|
|
26
|
|
|||||
Real estate – 1-4 family mortgage
|
9,207
|
|
|
10,823
|
|
|
1,091
|
|
|
9,603
|
|
|
225
|
|
|||||
Real estate – commercial mortgage
|
10,053
|
|
|
13,667
|
|
|
2,397
|
|
|
11,180
|
|
|
305
|
|
|||||
Installment loans to individuals
|
87
|
|
|
87
|
|
|
1
|
|
|
98
|
|
|
2
|
|
|||||
Total
|
$
|
21,039
|
|
|
$
|
26,633
|
|
|
$
|
3,626
|
|
|
$
|
22,206
|
|
|
$
|
586
|
|
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial, financial, agricultural
|
$
|
—
|
|
|
$
|
38
|
|
|
$
|
—
|
|
|
$
|
24
|
|
|
$
|
—
|
|
Lease financing
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Real estate – construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Real estate – 1-4 family mortgage
|
—
|
|
|
—
|
|
|
—
|
|
|
41
|
|
|
—
|
|
|||||
Real estate – commercial mortgage
|
568
|
|
|
1,340
|
|
|
—
|
|
|
938
|
|
|
38
|
|
|||||
Installment loans to individuals
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
568
|
|
|
$
|
1,378
|
|
|
$
|
—
|
|
|
$
|
1,003
|
|
|
$
|
38
|
|
Totals
|
$
|
21,607
|
|
|
$
|
28,011
|
|
|
$
|
3,626
|
|
|
$
|
23,209
|
|
|
$
|
624
|
|
|
As of December 31, 2015
|
|
Year Ended December 31, 2015
|
||||||||||||||||
|
Recorded
Investment
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
||||||||||
With a related allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial, financial, agricultural
|
$
|
344
|
|
|
$
|
531
|
|
|
$
|
6
|
|
|
$
|
508
|
|
|
$
|
17
|
|
Lease financing
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Real estate – construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Real estate – 1-4 family mortgage
|
15,995
|
|
|
17,518
|
|
|
4,474
|
|
|
16,751
|
|
|
366
|
|
|||||
Real estate – commercial mortgage
|
15,626
|
|
|
18,918
|
|
|
2,906
|
|
|
17,059
|
|
|
469
|
|
|||||
Installment loans to individuals
|
67
|
|
|
67
|
|
|
—
|
|
|
67
|
|
|
2
|
|
|||||
Total
|
$
|
32,032
|
|
|
$
|
37,034
|
|
|
$
|
7,386
|
|
|
$
|
34,385
|
|
|
$
|
854
|
|
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial, financial, agricultural
|
$
|
12
|
|
|
$
|
760
|
|
|
$
|
—
|
|
|
$
|
43
|
|
|
$
|
—
|
|
Lease financing
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Real estate – construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Real estate – 1-4 family mortgage
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Real estate – commercial mortgage
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Installment loans to individuals
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
12
|
|
|
$
|
760
|
|
|
$
|
—
|
|
|
$
|
43
|
|
|
$
|
—
|
|
Totals
|
$
|
32,044
|
|
|
$
|
37,794
|
|
|
$
|
7,386
|
|
|
$
|
34,428
|
|
|
$
|
854
|
|
|
Number of
Loans
|
|
Pre-Modification
Outstanding
Recorded
Investment
|
|
Post-Modification
Outstanding
Recorded
Investment
|
|||||
December 31, 2016
|
|
|
|
|
|
|||||
Commercial, financial, agricultural
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Lease financing
|
—
|
|
|
—
|
|
|
—
|
|
||
Real estate – construction
|
1
|
|
|
510
|
|
|
518
|
|
||
Real estate – 1-4 family mortgage
|
43
|
|
|
4,498
|
|
|
4,105
|
|
||
Real estate – commercial mortgage
|
8
|
|
|
4,324
|
|
|
2,758
|
|
||
Installment loans to individuals
|
1
|
|
|
66
|
|
|
66
|
|
||
Total
|
53
|
|
|
$
|
9,398
|
|
|
$
|
7,447
|
|
December 31, 2015
|
|
|
|
|
|
|||||
Commercial, financial, agricultural
|
1
|
|
|
$
|
257
|
|
|
$
|
257
|
|
Lease financing
|
—
|
|
|
—
|
|
|
—
|
|
||
Real estate – construction
|
—
|
|
|
—
|
|
|
—
|
|
||
Real estate – 1-4 family mortgage
|
46
|
|
|
5,249
|
|
|
4,754
|
|
||
Real estate – commercial mortgage
|
11
|
|
|
6,365
|
|
|
5,174
|
|
||
Installment loans to individuals
|
1
|
|
|
67
|
|
|
67
|
|
||
Total
|
59
|
|
|
$
|
11,938
|
|
|
$
|
10,252
|
|
|
Number of
Loans
|
|
Recorded
Investment
|
|||
Totals at January 1, 2015
|
49
|
|
|
$
|
13,879
|
|
Additional loans with concessions
|
39
|
|
|
10,077
|
|
|
Reductions due to:
|
|
|
|
|||
Reclassified as nonperforming
|
(6
|
)
|
|
(2,870
|
)
|
|
Paid in full
|
(21
|
)
|
|
(8,127
|
)
|
|
Charge-offs
|
(1
|
)
|
|
(56
|
)
|
|
Transfer to other real estate owned
|
—
|
|
|
—
|
|
|
Principal paydowns
|
—
|
|
|
(428
|
)
|
|
Lapse of concession period
|
—
|
|
|
—
|
|
|
TDR reclassified as performing loan
|
(1
|
)
|
|
$
|
(2,223
|
)
|
Totals at December 31, 2015
|
59
|
|
|
$
|
10,252
|
|
Additional loans with concessions
|
16
|
|
|
2,075
|
|
|
Reductions due to:
|
|
|
|
|||
Reclassified as nonperforming
|
(4
|
)
|
|
(1,406
|
)
|
|
Paid in full
|
(16
|
)
|
|
(2,233
|
)
|
|
Charge-offs
|
(1
|
)
|
|
(275
|
)
|
|
Transfer to other real estate owned
|
(1
|
)
|
|
(51
|
)
|
|
Principal paydowns
|
—
|
|
|
(915
|
)
|
|
Lapse of concession period
|
—
|
|
|
—
|
|
|
TDR reclassified as performing loan
|
—
|
|
|
$
|
—
|
|
Totals at December 31, 2016
|
53
|
|
|
$
|
7,447
|
|
|
Pass
|
|
Watch
|
|
Substandard
|
|
Total
|
||||||||
December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Commercial, financial, agricultural
|
$
|
434,323
|
|
|
$
|
4,531
|
|
|
$
|
850
|
|
|
$
|
439,704
|
|
Real estate – construction
|
402,156
|
|
|
393
|
|
|
—
|
|
|
402,549
|
|
||||
Real estate – 1-4 family mortgage
|
190,882
|
|
|
3,374
|
|
|
6,129
|
|
|
200,385
|
|
||||
Real estate – commercial mortgage
|
1,734,523
|
|
|
18,118
|
|
|
13,088
|
|
|
1,765,729
|
|
||||
Installment loans to individuals
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
2,761,884
|
|
|
$
|
26,416
|
|
|
$
|
20,067
|
|
|
$
|
2,808,367
|
|
December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Commercial, financial, agricultural
|
$
|
336,583
|
|
|
$
|
8,146
|
|
|
$
|
690
|
|
|
$
|
345,419
|
|
Real estate – construction
|
223,962
|
|
|
483
|
|
|
—
|
|
|
224,445
|
|
||||
Real estate – 1-4 family mortgage
|
138,852
|
|
|
5,163
|
|
|
11,688
|
|
|
155,703
|
|
||||
Real estate – commercial mortgage
|
1,406,188
|
|
|
22,142
|
|
|
18,964
|
|
|
1,447,294
|
|
||||
Installment loans to individuals
|
52
|
|
|
—
|
|
|
5
|
|
|
57
|
|
||||
Total
|
$
|
2,105,637
|
|
|
$
|
35,934
|
|
|
$
|
31,347
|
|
|
$
|
2,172,918
|
|
|
Performing
|
|
Non-Performing
|
|
Total
|
||||||
December 31, 2016
|
|
|
|
|
|
||||||
Commercial, financial, agricultural
|
$
|
148,499
|
|
|
$
|
1,087
|
|
|
$
|
149,586
|
|
Lease financing
|
46,703
|
|
|
138
|
|
|
46,841
|
|
|||
Real estate – construction
|
81,377
|
|
|
—
|
|
|
81,377
|
|
|||
Real estate – 1-4 family mortgage
|
1,222,816
|
|
|
2,529
|
|
|
1,225,345
|
|
|||
Real estate – commercial mortgage
|
308,609
|
|
|
799
|
|
|
309,408
|
|
|||
Installment loans to individuals
|
92,504
|
|
|
144
|
|
|
92,648
|
|
|||
Total
|
$
|
1,900,508
|
|
|
$
|
4,697
|
|
|
$
|
1,905,205
|
|
December 31, 2015
|
|
|
|
|
|
||||||
Commercial, financial, agricultural
|
$
|
139,895
|
|
|
$
|
93
|
|
|
$
|
139,988
|
|
Lease financing
|
34,815
|
|
|
—
|
|
|
34,815
|
|
|||
Real estate – construction
|
67,256
|
|
|
—
|
|
|
67,256
|
|
|||
Real estate – 1-4 family mortgage
|
1,046,100
|
|
|
2,425
|
|
|
1,048,525
|
|
|||
Real estate – commercial mortgage
|
280,888
|
|
|
867
|
|
|
281,755
|
|
|||
Installment loans to individuals
|
85,121
|
|
|
56
|
|
|
85,177
|
|
|||
Total
|
$
|
1,654,075
|
|
|
$
|
3,441
|
|
|
$
|
1,657,516
|
|
Loans at December 31, 2015
|
$
|
16,013
|
|
New loans and advances
|
576
|
|
|
Payments received
|
(3,532
|
)
|
|
Changes in related parties
|
1,211
|
|
|
Loans at December 31, 2016
|
$
|
14,268
|
|
|
2016
|
|
2015
|
||||
Commercial, financial, agricultural
|
$
|
128,200
|
|
|
$
|
151,430
|
|
Lease financing
|
—
|
|
|
—
|
|
||
Real estate – construction
|
68,753
|
|
|
65,964
|
|
||
Real estate – 1-4 family mortgage
|
452,447
|
|
|
531,095
|
|
||
Real estate – commercial mortgage
|
823,758
|
|
|
804,680
|
|
||
Installment loans to individuals
|
15,979
|
|
|
29,859
|
|
||
Gross loans
|
1,489,137
|
|
|
1,583,028
|
|
||
Unearned income
|
—
|
|
|
—
|
|
||
Loans, net of unearned income
|
1,489,137
|
|
|
1,583,028
|
|
|
Accruing Loans
|
|
Nonaccruing Loans
|
||||||||||||||||||||||||||||||||
|
30-89 Days
Past Due
|
|
90 Days
or More
Past Due
|
|
Current
Loans
|
|
Total
Loans
|
|
30-89 Days
Past Due
|
|
90 Days
or More
Past Due
|
|
Current
Loans
|
|
Total
Loans
|
|
Total
Loans
|
||||||||||||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Commercial, financial, agricultural
|
$
|
823
|
|
|
$
|
990
|
|
|
$
|
125,417
|
|
|
$
|
127,230
|
|
|
$
|
260
|
|
|
$
|
381
|
|
|
$
|
329
|
|
|
$
|
970
|
|
|
$
|
128,200
|
|
Lease financing
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Real estate – construction
|
527
|
|
|
321
|
|
|
67,760
|
|
|
68,608
|
|
|
—
|
|
|
145
|
|
|
—
|
|
|
145
|
|
|
68,753
|
|
|||||||||
Real estate – 1-4 family mortgage
|
4,572
|
|
|
3,382
|
|
|
440,258
|
|
|
448,212
|
|
|
417
|
|
|
2,047
|
|
|
1,771
|
|
|
4,235
|
|
|
452,447
|
|
|||||||||
Real estate – commercial mortgage
|
3,045
|
|
|
6,112
|
|
|
808,886
|
|
|
818,043
|
|
|
—
|
|
|
2,661
|
|
|
3,054
|
|
|
5,715
|
|
|
823,758
|
|
|||||||||
Installment loans to individuals
|
96
|
|
|
10
|
|
|
15,591
|
|
|
15,697
|
|
|
—
|
|
|
156
|
|
|
126
|
|
|
282
|
|
|
15,979
|
|
|||||||||
Unearned income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Total
|
$
|
9,063
|
|
|
$
|
10,815
|
|
|
$
|
1,457,912
|
|
|
$
|
1,477,790
|
|
|
$
|
677
|
|
|
$
|
5,390
|
|
|
$
|
5,280
|
|
|
$
|
11,347
|
|
|
$
|
1,489,137
|
|
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Commercial, financial, agricultural
|
$
|
1,120
|
|
|
$
|
1,039
|
|
|
$
|
148,942
|
|
|
$
|
151,101
|
|
|
$
|
—
|
|
|
$
|
65
|
|
|
$
|
264
|
|
|
$
|
329
|
|
|
$
|
151,430
|
|
Lease financing
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Real estate – construction
|
—
|
|
|
176
|
|
|
65,788
|
|
|
65,964
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65,964
|
|
|||||||||
Real estate – 1-4 family mortgage
|
4,735
|
|
|
5,650
|
|
|
514,912
|
|
|
525,297
|
|
|
158
|
|
|
1,806
|
|
|
3,834
|
|
|
5,798
|
|
|
531,095
|
|
|||||||||
Real estate – commercial mortgage
|
2,458
|
|
|
8,156
|
|
|
784,863
|
|
|
795,477
|
|
|
—
|
|
|
595
|
|
|
8,608
|
|
|
9,203
|
|
|
804,680
|
|
|||||||||
Installment loans to individuals
|
94
|
|
|
46
|
|
|
29,659
|
|
|
29,799
|
|
|
—
|
|
|
53
|
|
|
7
|
|
|
60
|
|
|
29,859
|
|
|||||||||
Unearned income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Total
|
$
|
8,407
|
|
|
$
|
15,067
|
|
|
$
|
1,544,164
|
|
|
$
|
1,567,638
|
|
|
$
|
158
|
|
|
$
|
2,519
|
|
|
$
|
12,713
|
|
|
$
|
15,390
|
|
|
$
|
1,583,028
|
|
|
As of December 31, 2016
|
|
Year Ended December 31, 2016
|
||||||||||||||||
|
Recorded
Investment
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
||||||||||
With a related allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial, financial, agricultural
|
$
|
487
|
|
|
$
|
503
|
|
|
$
|
310
|
|
|
$
|
500
|
|
|
$
|
2
|
|
Lease financing
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Real estate – construction
|
145
|
|
|
147
|
|
|
—
|
|
|
148
|
|
|
—
|
|
|||||
Real estate – 1-4 family mortgage
|
1,496
|
|
|
1,538
|
|
|
43
|
|
|
1,535
|
|
|
7
|
|
|||||
Real estate – commercial mortgage
|
2,275
|
|
|
2,299
|
|
|
48
|
|
|
2,273
|
|
|
111
|
|
|||||
Installment loans to individuals
|
135
|
|
|
159
|
|
|
114
|
|
|
161
|
|
|
—
|
|
|||||
Total
|
$
|
4,538
|
|
|
$
|
4,646
|
|
|
$
|
515
|
|
|
$
|
4,617
|
|
|
$
|
120
|
|
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial, financial, agricultural
|
$
|
224
|
|
|
$
|
229
|
|
|
$
|
—
|
|
|
$
|
172
|
|
|
$
|
4
|
|
Lease financing
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Real estate – construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Real estate – 1-4 family mortgage
|
1,385
|
|
|
1,557
|
|
|
—
|
|
|
1,550
|
|
|
33
|
|
|||||
Real estate – commercial mortgage
|
183
|
|
|
186
|
|
|
—
|
|
|
194
|
|
|
11
|
|
|||||
Installment loans to individuals
|
55
|
|
|
56
|
|
|
—
|
|
|
61
|
|
|
—
|
|
|||||
Total
|
$
|
1,847
|
|
|
$
|
2,028
|
|
|
$
|
—
|
|
|
$
|
1,977
|
|
|
$
|
48
|
|
Totals
|
$
|
6,385
|
|
|
$
|
6,674
|
|
|
$
|
515
|
|
|
$
|
6,594
|
|
|
$
|
168
|
|
|
As of December 31, 2015
|
|
Year Ended December 31, 2015
|
||||||||||||||||
|
Recorded
Investment
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
||||||||||
With a related allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial, financial, agricultural
|
$
|
14
|
|
|
$
|
17
|
|
|
$
|
—
|
|
|
$
|
18
|
|
|
$
|
—
|
|
Lease financing
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Real estate – construction
|
2,698
|
|
|
2,710
|
|
|
20
|
|
|
899
|
|
|
78
|
|
|||||
Real estate – 1-4 family mortgage
|
655
|
|
|
675
|
|
|
1
|
|
|
712
|
|
|
28
|
|
|||||
Real estate – commercial mortgage
|
1,193
|
|
|
1,251
|
|
|
193
|
|
|
1,223
|
|
|
19
|
|
|||||
Installment loans to individuals
|
23
|
|
|
23
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|||||
Total
|
$
|
4,583
|
|
|
$
|
4,676
|
|
|
$
|
214
|
|
|
$
|
2,860
|
|
|
$
|
125
|
|
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial, financial, agricultural
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Lease financing
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Real estate – construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Real estate – 1-4 family mortgage
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Real estate – commercial mortgage
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Installment loans to individuals
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Totals
|
$
|
4,583
|
|
|
$
|
4,676
|
|
|
$
|
214
|
|
|
$
|
2,860
|
|
|
$
|
125
|
|
|
As of December 31, 2016
|
|
Year Ended December 31, 2016
|
||||||||||||||||
|
Recorded
Investment
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
||||||||||
With a related allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial, financial, agricultural
|
$
|
4,555
|
|
|
$
|
5,038
|
|
|
$
|
372
|
|
|
$
|
4,728
|
|
|
$
|
207
|
|
Lease financing
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Real estate – construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Real estate – 1-4 family mortgage
|
21,887
|
|
|
23,128
|
|
|
841
|
|
|
23,021
|
|
|
1,015
|
|
|||||
Real estate – commercial mortgage
|
62,449
|
|
|
70,970
|
|
|
1,606
|
|
|
62,759
|
|
|
2,674
|
|
|||||
Installment loans to individuals
|
366
|
|
|
368
|
|
|
1
|
|
|
382
|
|
|
13
|
|
|||||
Total
|
$
|
89,257
|
|
|
$
|
99,504
|
|
|
$
|
2,820
|
|
|
$
|
90,890
|
|
|
$
|
3,909
|
|
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial, financial, agricultural
|
$
|
7,439
|
|
|
$
|
15,659
|
|
|
$
|
—
|
|
|
$
|
10,304
|
|
|
$
|
819
|
|
Lease financing
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Real estate – construction
|
840
|
|
|
1,141
|
|
|
—
|
|
|
648
|
|
|
38
|
|
|||||
Real estate – 1-4 family mortgage
|
50,065
|
|
|
63,597
|
|
|
—
|
|
|
64,306
|
|
|
2,636
|
|
|||||
Real estate – commercial mortgage
|
122,538
|
|
|
158,105
|
|
|
—
|
|
|
149,917
|
|
|
7,053
|
|
|||||
Installment loans to individuals
|
1,619
|
|
|
2,098
|
|
|
—
|
|
|
1,967
|
|
|
77
|
|
|||||
Total
|
$
|
182,501
|
|
|
$
|
240,600
|
|
|
$
|
—
|
|
|
$
|
227,142
|
|
|
$
|
10,623
|
|
Totals
|
$
|
271,758
|
|
|
$
|
340,104
|
|
|
$
|
2,820
|
|
|
$
|
318,032
|
|
|
$
|
14,532
|
|
|
As of December 31, 2015
|
|
Year Ended December 31, 2015
|
||||||||||||||||
|
Recorded
Investment
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
||||||||||
With a related allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial, financial, agricultural
|
$
|
5,197
|
|
|
$
|
5,694
|
|
|
$
|
353
|
|
|
$
|
4,774
|
|
|
$
|
212
|
|
Lease financing
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Real estate – construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Real estate – 1-4 family mortgage
|
15,702
|
|
|
16,002
|
|
|
256
|
|
|
15,498
|
|
|
799
|
|
|||||
Real estate – commercial mortgage
|
53,762
|
|
|
57,950
|
|
|
1,096
|
|
|
56,548
|
|
|
2,667
|
|
|||||
Installment loans to individuals
|
400
|
|
|
694
|
|
|
1
|
|
|
416
|
|
|
13
|
|
|||||
Total
|
$
|
75,061
|
|
|
$
|
80,340
|
|
|
$
|
1,706
|
|
|
$
|
77,236
|
|
|
$
|
3,691
|
|
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial, financial, agricultural
|
$
|
11,292
|
|
|
$
|
21,355
|
|
|
$
|
—
|
|
|
$
|
10,830
|
|
|
$
|
1,106
|
|
Lease financing
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Real estate – construction
|
2,749
|
|
|
2,916
|
|
|
—
|
|
|
1,114
|
|
|
108
|
|
|||||
Real estate – 1-4 family mortgage
|
75,947
|
|
|
93,291
|
|
|
—
|
|
|
82,562
|
|
|
3,258
|
|
|||||
Real estate – commercial mortgage
|
168,848
|
|
|
229,871
|
|
|
—
|
|
|
180,326
|
|
|
9,546
|
|
|||||
Installment loans to individuals
|
2,268
|
|
|
2,738
|
|
|
—
|
|
|
2,942
|
|
|
119
|
|
|||||
Total
|
$
|
261,104
|
|
|
$
|
350,171
|
|
|
$
|
—
|
|
|
$
|
277,774
|
|
|
$
|
14,137
|
|
Totals
|
$
|
336,165
|
|
|
$
|
430,511
|
|
|
$
|
1,706
|
|
|
$
|
355,010
|
|
|
$
|
17,828
|
|
|
Number of
Loans
|
|
Pre-Modification
Outstanding
Recorded
Investment
|
|
Post-Modification
Outstanding
Recorded
Investment
|
|||||
December 31, 2016
|
|
|
|
|
|
|||||
Commercial, financial, agricultural
|
1
|
|
|
$
|
41
|
|
|
$
|
17
|
|
Lease financing
|
—
|
|
|
—
|
|
|
—
|
|
||
Real estate – construction
|
—
|
|
|
—
|
|
|
—
|
|
||
Real estate – 1-4 family mortgage
|
30
|
|
|
2,754
|
|
|
2,081
|
|
||
Real estate – commercial mortgage
|
11
|
|
|
2,641
|
|
|
1,930
|
|
||
Installment loans to individuals
|
—
|
|
|
—
|
|
|
—
|
|
||
Total
|
42
|
|
|
$
|
5,436
|
|
|
$
|
4,028
|
|
December 31, 2015
|
|
|
|
|
|
|||||
Commercial, financial, agricultural
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Lease financing
|
—
|
|
|
—
|
|
|
—
|
|
||
Real estate – construction
|
—
|
|
|
—
|
|
|
—
|
|
||
Real estate – 1-4 family mortgage
|
17
|
|
|
1,339
|
|
|
1,024
|
|
||
Real estate – commercial mortgage
|
9
|
|
|
2,658
|
|
|
2,177
|
|
||
Installment loans to individuals
|
—
|
|
|
—
|
|
|
—
|
|
||
Total
|
26
|
|
|
$
|
3,997
|
|
|
$
|
3,201
|
|
|
Number of
Loans
|
|
Recorded
Investment
|
|||
Totals at January 1, 2015
|
4
|
|
|
$
|
458
|
|
Additional loans with concessions
|
23
|
|
|
3,341
|
|
|
Reductions due to:
|
|
|
|
|||
Reclassified as nonperforming
|
(1
|
)
|
|
(275
|
)
|
|
Paid in full
|
—
|
|
|
—
|
|
|
Charge-offs
|
—
|
|
|
—
|
|
|
Transfer to other real estate owned
|
—
|
|
|
—
|
|
|
Principal paydowns
|
—
|
|
|
(323
|
)
|
|
Lapse of concession period
|
—
|
|
|
—
|
|
|
TDR reclassified as performing loan
|
—
|
|
|
$
|
—
|
|
Totals at December 31, 2015
|
26
|
|
|
$
|
3,201
|
|
Additional loans with concessions
|
25
|
|
|
2,472
|
|
|
Reductions due to:
|
|
|
|
|||
Reclassified as nonperforming
|
(4
|
)
|
|
(216
|
)
|
|
Paid in full
|
(5
|
)
|
|
(1,297
|
)
|
|
Charge-offs
|
—
|
|
|
—
|
|
|
Transfer to other real estate owned
|
—
|
|
|
—
|
|
|
Principal paydowns
|
—
|
|
|
(132
|
)
|
|
Lapse of concession period
|
—
|
|
|
—
|
|
|
TDR reclassified as performing loan
|
—
|
|
|
$
|
—
|
|
Totals at December 31, 2016
|
42
|
|
|
$
|
4,028
|
|
|
Pass
|
|
Watch
|
|
Substandard
|
|
Total
|
||||||||
December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Commercial, financial, agricultural
|
$
|
102,777
|
|
|
$
|
2,370
|
|
|
$
|
1,491
|
|
|
$
|
106,638
|
|
Real estate – construction
|
61,206
|
|
|
2,640
|
|
|
—
|
|
|
63,846
|
|
||||
Real estate – 1-4 family mortgage
|
105,265
|
|
|
7,665
|
|
|
364
|
|
|
113,294
|
|
||||
Real estate – commercial mortgage
|
608,192
|
|
|
8,445
|
|
|
723
|
|
|
617,360
|
|
||||
Installment loans to individuals
|
—
|
|
|
—
|
|
|
114
|
|
|
114
|
|
||||
Total
|
$
|
877,440
|
|
|
$
|
21,120
|
|
|
$
|
2,692
|
|
|
$
|
901,252
|
|
December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Commercial, financial, agricultural
|
$
|
128,602
|
|
|
$
|
352
|
|
|
$
|
1,044
|
|
|
$
|
129,998
|
|
Real estate – construction
|
49,436
|
|
|
—
|
|
|
—
|
|
|
49,436
|
|
||||
Real estate – 1-4 family mortgage
|
136,417
|
|
|
4,549
|
|
|
3,772
|
|
|
144,738
|
|
||||
Real estate – commercial mortgage
|
562,164
|
|
|
5,033
|
|
|
1,719
|
|
|
568,916
|
|
||||
Installment loans to individuals
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
876,619
|
|
|
$
|
9,934
|
|
|
$
|
6,535
|
|
|
$
|
893,088
|
|
|
Performing
|
|
Non-Performing
|
|
Total
|
|||||||
December 31, 2016
|
|
|
|
|
|
|||||||
Commercial, financial, agricultural
|
$
|
9,489
|
|
|
$
|
79
|
|
|
$
|
9,568
|
|
|
Lease financing
|
—
|
|
|
—
|
|
|
—
|
|
||||
Real estate – construction
|
3,601
|
|
5
|
|
466
|
|
|
4,067
|
|
|||
Real estate – 1-4 family mortgage
|
265,697
|
|
|
1,504
|
|
|
267,201
|
|
||||
Real estate – commercial mortgage
|
21,353
|
|
|
58
|
|
|
21,411
|
|
||||
Installment loans to individuals
|
13,712
|
|
|
168
|
|
|
13,880
|
|
||||
Total
|
$
|
313,852
|
|
|
$
|
2,275
|
|
|
$
|
316,127
|
|
|
December 31, 2015
|
|
|
|
|
|
|||||||
Commercial, financial, agricultural
|
$
|
4,943
|
|
|
$
|
—
|
|
|
$
|
4,943
|
|
|
Lease financing
|
—
|
|
|
—
|
|
|
—
|
|
||||
Real estate – construction
|
13,779
|
|
|
—
|
|
|
13,779
|
|
||||
Real estate – 1-4 family mortgage
|
294,256
|
|
|
452
|
|
|
294,708
|
|
||||
Real estate – commercial mortgage
|
13,154
|
|
|
—
|
|
|
13,154
|
|
||||
Installment loans to individuals
|
27,153
|
|
|
38
|
|
|
27,191
|
|
||||
Total
|
$
|
353,285
|
|
|
$
|
490
|
|
|
$
|
353,775
|
|
|
Total Purchased Credit Deteriorated Loans
|
||
December 31, 2016
|
|
||
Commercial, financial, agricultural
|
$
|
11,994
|
|
Lease financing
|
—
|
|
|
Real estate – construction
|
840
|
|
|
Real estate – 1-4 family mortgage
|
71,952
|
|
|
Real estate – commercial mortgage
|
184,987
|
|
|
Installment loans to individuals
|
1,985
|
|
|
Total
|
$
|
271,758
|
|
December 31, 2015
|
|
||
Commercial, financial, agricultural
|
$
|
16,489
|
|
Lease financing
|
—
|
|
|
Real estate – construction
|
2,749
|
|
|
Real estate – 1-4 family mortgage
|
91,649
|
|
|
Real estate – commercial mortgage
|
222,610
|
|
|
Installment loans to individuals
|
2,668
|
|
|
Total
|
$
|
336,165
|
|
|
Total Purchased Credit Deteriorated Loans
|
||
December 31, 2016
|
|
||
Contractually-required principal and interest
|
$
|
389,798
|
|
Nonaccretable difference
(1)
|
(81,714
|
)
|
|
Cash flows expected to be collected
|
308,084
|
|
|
Accretable yield
(2)
|
(36,326
|
)
|
|
Fair value
|
$
|
271,758
|
|
December 31, 2015
|
|
||
Contractually-required principal and interest
|
$
|
467,777
|
|
Nonaccretable difference
(1)
|
(83,320
|
)
|
|
Cash flows expected to be collected
|
384,457
|
|
|
Accretable yield
(2)
|
(48,292
|
)
|
|
Fair value
|
$
|
336,165
|
|
(1)
|
Represents contractual principal cash flows of
$81,673
and
$83,078
, respectively, and interest cash flows of
$41
and
$241
, respectively, not expected to be collected.
|
(2)
|
Represents contractual interest payments expected to be collected of
$1,776
and
$2,312
, respectively, and purchase discounts of
$34,550
and
$45,980
, respectively.
|
|
Total Purchased Credit Deteriorated Loans
|
||
Balance at January 1, 2015
|
$
|
(32,433
|
)
|
Additions through acquisition
|
(28,046
|
)
|
|
Reclasses from nonaccretable difference
|
(6,617
|
)
|
|
Accretion
|
17,212
|
|
|
Charge-off
|
1,592
|
|
|
Balance at December 31, 2015
|
$
|
(48,292
|
)
|
Additions through acquisition
|
(4,037
|
)
|
|
Reclasses from nonaccretable difference
|
(950
|
)
|
|
Accretion
|
14,711
|
|
|
Charge-off
|
2,242
|
|
|
Balance at December 31, 2016
|
$
|
(36,326
|
)
|
At acquisition date:
|
|
April 1, 2016
|
||
Contractually-required principal and interest
|
|
$
|
289,495
|
|
Nonaccretable difference
|
|
3,848
|
|
|
Cash flows expected to be collected
|
|
285,647
|
|
|
Accretable yield
|
|
13,317
|
|
|
Fair value
|
|
$
|
272,330
|
|
|
Commercial
|
|
Real Estate -
Construction
|
|
Real Estate -
1-4 Family
Mortgage
|
|
Real Estate -
Commercial
Mortgage
|
|
Installment
and Other
(1)
|
|
Total
|
||||||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Individually evaluated for impairment
|
$
|
487
|
|
|
$
|
145
|
|
|
$
|
1,496
|
|
|
$
|
2,275
|
|
|
$
|
135
|
|
|
$
|
4,538
|
|
Collectively evaluated for impairment
|
115,719
|
|
|
67,768
|
|
|
378,999
|
|
|
636,496
|
|
|
13,859
|
|
|
1,212,841
|
|
||||||
Acquired with deteriorated credit quality
|
11,994
|
|
|
840
|
|
|
71,952
|
|
|
184,987
|
|
|
1,985
|
|
|
271,758
|
|
||||||
Ending balance
|
$
|
128,200
|
|
|
$
|
68,753
|
|
|
$
|
452,447
|
|
|
$
|
823,758
|
|
|
$
|
15,979
|
|
|
$
|
1,489,137
|
|
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Individually evaluated for impairment
|
$
|
14
|
|
|
$
|
2,698
|
|
|
$
|
655
|
|
|
$
|
1,193
|
|
|
$
|
23
|
|
|
$
|
4,583
|
|
Collectively evaluated for impairment
|
134,927
|
|
|
60,517
|
|
|
438,791
|
|
|
580,877
|
|
|
27,168
|
|
|
1,242,280
|
|
||||||
Acquired with deteriorated credit quality
|
16,489
|
|
|
2,749
|
|
|
91,649
|
|
|
222,610
|
|
|
2,668
|
|
|
336,165
|
|
||||||
Ending balance
|
$
|
151,430
|
|
|
$
|
65,964
|
|
|
$
|
531,095
|
|
|
$
|
804,680
|
|
|
$
|
29,859
|
|
|
$
|
1,583,028
|
|
(1)
|
Includes lease financing receivables.
|
|
2016
|
|
2015
|
||||
Commercial, financial, agricultural
|
$
|
717,490
|
|
|
$
|
636,837
|
|
Lease financing
|
49,250
|
|
|
35,978
|
|
||
Real estate – construction
|
552,679
|
|
|
357,665
|
|
||
Real estate – 1-4 family mortgage
|
1,878,177
|
|
|
1,735,323
|
|
||
Real estate – commercial mortgage
|
2,898,895
|
|
|
2,533,729
|
|
||
Installment loans to individuals
|
108,627
|
|
|
115,093
|
|
||
Gross loans
|
6,205,118
|
|
|
5,414,625
|
|
||
Unearned income
|
(2,409
|
)
|
|
(1,163
|
)
|
||
Loans, net of unearned income
|
6,202,709
|
|
|
5,413,462
|
|
||
Allowance for loan losses
|
(42,737
|
)
|
|
(42,437
|
)
|
||
Net loans
|
$
|
6,159,972
|
|
|
$
|
5,371,025
|
|
|
Commercial
|
|
Real Estate -
Construction
|
|
Real Estate -
1-4 Family
Mortgage
|
|
Real Estate -
Commercial
Mortgage
|
|
Installment
and Other
(1)
|
|
Total
|
||||||||||||
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning balance
|
$
|
4,186
|
|
|
$
|
1,852
|
|
|
$
|
13,908
|
|
|
$
|
21,111
|
|
|
$
|
1,380
|
|
|
$
|
42,437
|
|
Charge-offs
|
(2,725
|
)
|
|
—
|
|
|
(3,906
|
)
|
|
(2,123
|
)
|
|
(717
|
)
|
|
(9,471
|
)
|
||||||
Recoveries
|
331
|
|
|
47
|
|
|
997
|
|
|
757
|
|
|
109
|
|
|
2,241
|
|
||||||
Net charge-offs
|
(2,394
|
)
|
|
47
|
|
|
(2,909
|
)
|
|
(1,366
|
)
|
|
(608
|
)
|
|
(7,230
|
)
|
||||||
Provision for loan losses
|
3,716
|
|
|
364
|
|
|
2,616
|
|
|
(879
|
)
|
|
787
|
|
|
6,604
|
|
||||||
Benefit attributable to FDIC loss share agreements
|
(61
|
)
|
|
—
|
|
|
(115
|
)
|
|
(48
|
)
|
|
(41
|
)
|
|
(265
|
)
|
||||||
Recoveries payable to FDIC
|
39
|
|
|
117
|
|
|
794
|
|
|
241
|
|
|
—
|
|
|
1,191
|
|
||||||
Provision for loan losses charged to operations
|
3,694
|
|
|
481
|
|
|
3,295
|
|
|
(686
|
)
|
|
746
|
|
|
7,530
|
|
||||||
Ending balance
|
$
|
5,486
|
|
|
$
|
2,380
|
|
|
$
|
14,294
|
|
|
$
|
19,059
|
|
|
$
|
1,518
|
|
|
$
|
42,737
|
|
Period-End Amount Allocated to:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Individually evaluated for impairment
|
$
|
446
|
|
|
$
|
1
|
|
|
$
|
1,134
|
|
|
$
|
2,445
|
|
|
$
|
115
|
|
|
$
|
4,141
|
|
Collectively evaluated for impairment
|
4,668
|
|
|
2,379
|
|
|
12,319
|
|
|
15,008
|
|
|
1,402
|
|
|
35,776
|
|
||||||
Acquired with deteriorated credit quality
|
372
|
|
|
—
|
|
|
841
|
|
|
1,606
|
|
|
1
|
|
|
2,820
|
|
||||||
Ending balance
|
$
|
5,486
|
|
|
$
|
2,380
|
|
|
$
|
14,294
|
|
|
$
|
19,059
|
|
|
$
|
1,518
|
|
|
$
|
42,737
|
|
|
Commercial
|
|
Real Estate -
Construction
|
|
Real Estate -
1-4 Family
Mortgage
|
|
Real Estate -
Commercial
Mortgage
|
|
Installment
and Other
(1)
|
|
Total
|
||||||||||||
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning balance
|
$
|
3,305
|
|
|
$
|
1,415
|
|
|
$
|
13,549
|
|
|
$
|
22,759
|
|
|
$
|
1,261
|
|
|
$
|
42,289
|
|
Charge-offs
|
(943
|
)
|
|
(26
|
)
|
|
(2,173
|
)
|
|
(2,613
|
)
|
|
(1,021
|
)
|
|
(6,776
|
)
|
||||||
Recoveries
|
361
|
|
|
26
|
|
|
1,064
|
|
|
614
|
|
|
109
|
|
|
2,174
|
|
||||||
Net charge-offs
|
(582
|
)
|
|
—
|
|
|
(1,109
|
)
|
|
(1,999
|
)
|
|
(912
|
)
|
|
(4,602
|
)
|
||||||
Provision for loan losses
|
1,489
|
|
|
435
|
|
|
650
|
|
|
312
|
|
|
1,027
|
|
|
3,913
|
|
||||||
Benefit attributable to FDIC loss share agreements
|
(64
|
)
|
|
—
|
|
|
(91
|
)
|
|
(717
|
)
|
|
—
|
|
|
(872
|
)
|
||||||
Recoveries payable to FDIC
|
38
|
|
|
2
|
|
|
909
|
|
|
756
|
|
|
4
|
|
|
1,709
|
|
||||||
Provision for loan losses charged to operations
|
1,463
|
|
|
437
|
|
|
1,468
|
|
|
351
|
|
|
1,031
|
|
|
4,750
|
|
||||||
Ending balance
|
$
|
4,186
|
|
|
$
|
1,852
|
|
|
$
|
13,908
|
|
|
$
|
21,111
|
|
|
$
|
1,380
|
|
|
$
|
42,437
|
|
Period-End Amount Allocated to:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Individually evaluated for impairment
|
$
|
6
|
|
|
$
|
20
|
|
|
$
|
4,475
|
|
|
$
|
3,099
|
|
|
$
|
—
|
|
|
$
|
7,600
|
|
Collectively evaluated for impairment
|
3,827
|
|
|
1,832
|
|
|
9,177
|
|
|
16,916
|
|
|
1,379
|
|
|
33,131
|
|
||||||
Acquired with deteriorated credit quality
|
353
|
|
|
—
|
|
|
256
|
|
|
1,096
|
|
|
1
|
|
|
1,706
|
|
||||||
Ending balance
|
$
|
4,186
|
|
|
$
|
1,852
|
|
|
$
|
13,908
|
|
|
$
|
21,111
|
|
|
$
|
1,380
|
|
|
$
|
42,437
|
|
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning balance
|
$
|
3,090
|
|
|
$
|
1,091
|
|
|
$
|
18,629
|
|
|
$
|
23,688
|
|
|
$
|
1,167
|
|
|
$
|
47,665
|
|
Charge-offs
|
(1,516
|
)
|
|
—
|
|
|
(5,662
|
)
|
|
(6,186
|
)
|
|
(495
|
)
|
|
(13,859
|
)
|
||||||
Recoveries
|
455
|
|
|
33
|
|
|
1,325
|
|
|
436
|
|
|
67
|
|
|
2,316
|
|
||||||
Net charge-offs
|
(1,061
|
)
|
|
33
|
|
|
(4,337
|
)
|
|
(5,750
|
)
|
|
(428
|
)
|
|
(11,543
|
)
|
||||||
Provision for loan losses
|
1,297
|
|
|
290
|
|
|
(452
|
)
|
|
9,260
|
|
|
522
|
|
|
10,917
|
|
||||||
Benefit attributable to FDIC loss share agreements
|
(204
|
)
|
|
—
|
|
|
(816
|
)
|
|
(5,258
|
)
|
|
—
|
|
|
(6,278
|
)
|
||||||
Recoveries payable to FDIC
|
183
|
|
|
1
|
|
|
525
|
|
|
819
|
|
|
—
|
|
|
1,528
|
|
||||||
Provision for loan losses charged to operations
|
$
|
1,276
|
|
|
$
|
291
|
|
|
$
|
(743
|
)
|
|
$
|
4,821
|
|
|
$
|
522
|
|
|
$
|
6,167
|
|
Ending balance
|
$
|
3,305
|
|
|
$
|
1,415
|
|
|
$
|
13,549
|
|
|
$
|
22,759
|
|
|
$
|
1,261
|
|
|
$
|
42,289
|
|
Period-End Amount Allocated to:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Individually evaluated for impairment
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
4,786
|
|
|
$
|
5,465
|
|
|
$
|
—
|
|
|
$
|
10,256
|
|
Collectively evaluated for impairment
|
3,020
|
|
|
1,415
|
|
|
8,483
|
|
|
16,130
|
|
|
1,260
|
|
|
30,308
|
|
||||||
Acquired with deteriorated credit quality
|
280
|
|
|
—
|
|
|
280
|
|
|
1,164
|
|
|
1
|
|
|
1,725
|
|
||||||
Ending balance
|
$
|
3,305
|
|
|
$
|
1,415
|
|
|
$
|
13,549
|
|
|
$
|
22,759
|
|
|
$
|
1,261
|
|
|
$
|
42,289
|
|
(1)
|
Includes lease financing receivables.
|
|
Commercial
|
|
Real Estate -
Construction
|
|
Real Estate -
1-4 Family
Mortgage
|
|
Real Estate -
Commercial
Mortgage
|
|
Installment
and Other
(1)
|
|
Total
|
||||||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Individually evaluated for impairment
|
$
|
1,886
|
|
|
$
|
662
|
|
|
$
|
12,088
|
|
|
$
|
13,079
|
|
|
$
|
277
|
|
|
$
|
27,992
|
|
Collectively evaluated for impairment
|
703,610
|
|
|
551,177
|
|
|
1,794,137
|
|
|
2,700,829
|
|
|
153,206
|
|
|
5,902,959
|
|
||||||
Acquired with deteriorated credit quality
|
11,994
|
|
|
840
|
|
|
71,952
|
|
|
184,987
|
|
|
1,985
|
|
|
271,758
|
|
||||||
Ending balance
|
$
|
717,490
|
|
|
$
|
552,679
|
|
|
$
|
1,878,177
|
|
|
$
|
2,898,895
|
|
|
$
|
155,468
|
|
|
$
|
6,202,709
|
|
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Individually evaluated for impairment
|
$
|
370
|
|
|
$
|
2,698
|
|
|
$
|
16,650
|
|
|
$
|
16,819
|
|
|
$
|
90
|
|
|
$
|
36,627
|
|
Collectively evaluated for impairment
|
619,978
|
|
|
352,218
|
|
|
1,627,024
|
|
|
2,294,300
|
|
|
147,150
|
|
|
5,040,670
|
|
||||||
Acquired with deteriorated credit quality
|
16,489
|
|
|
2,749
|
|
|
91,649
|
|
|
222,610
|
|
|
2,668
|
|
|
336,165
|
|
||||||
Ending balance
|
$
|
636,837
|
|
|
$
|
357,665
|
|
|
$
|
1,735,323
|
|
|
$
|
2,533,729
|
|
|
$
|
149,908
|
|
|
$
|
5,413,462
|
|
(1)
|
Includes lease financing receivables.
|
|
2016
|
|
2015
|
||||
Premises
|
$
|
183,957
|
|
|
$
|
170,624
|
|
Leasehold improvements
|
7,862
|
|
|
7,207
|
|
||
Furniture and equipment
|
42,166
|
|
|
38,003
|
|
||
Computer equipment
|
13,548
|
|
|
15,230
|
|
||
Autos
|
252
|
|
|
219
|
|
||
Total
|
247,785
|
|
|
231,283
|
|
||
Accumulated depreciation
|
(68,562
|
)
|
|
(62,155
|
)
|
||
Net
|
$
|
179,223
|
|
|
$
|
169,128
|
|
2017
|
$
|
4,526
|
|
2018
|
4,145
|
|
|
2019
|
3,440
|
|
|
2020
|
2,801
|
|
|
2021
|
1,713
|
|
|
Thereafter
|
5,634
|
|
|
Total
|
$
|
22,259
|
|
|
Purchased OREO
|
|
Non Purchased OREO
|
|
Total
OREO
|
||||||
December 31, 2016
|
|
|
|
|
|
||||||
Residential real estate
|
$
|
2,230
|
|
|
$
|
699
|
|
|
$
|
2,929
|
|
Commercial real estate
|
6,401
|
|
|
1,680
|
|
|
8,081
|
|
|||
Residential land development
|
2,344
|
|
|
1,688
|
|
|
4,032
|
|
|||
Commercial land development
|
6,395
|
|
|
1,862
|
|
|
8,257
|
|
|||
Total
|
$
|
17,370
|
|
|
$
|
5,929
|
|
|
$
|
23,299
|
|
December 31, 2015
|
|
|
|
|
|
||||||
Residential real estate
|
$
|
2,707
|
|
|
$
|
2,087
|
|
|
$
|
4,794
|
|
Commercial real estate
|
6,283
|
|
|
5,104
|
|
|
11,387
|
|
|||
Residential land development
|
1,717
|
|
|
2,879
|
|
|
4,596
|
|
|||
Commercial land development
|
11,709
|
|
|
2,916
|
|
|
14,625
|
|
|||
Total
|
$
|
22,416
|
|
|
$
|
12,986
|
|
|
$
|
35,402
|
|
|
Purchased OREO
|
|
Non Purchased OREO
|
|
Total
OREO
|
||||||
Balance at December 31, 2014
|
$
|
17,386
|
|
|
$
|
17,086
|
|
|
$
|
34,472
|
|
Purchased OREO
|
9,972
|
|
|
—
|
|
|
9,972
|
|
|||
Transfers of loans
|
11,642
|
|
|
3,293
|
|
|
14,935
|
|
|||
Impairments
(1)
|
(1,033
|
)
|
|
(1,486
|
)
|
|
(2,519
|
)
|
|||
Dispositions
|
(15,551
|
)
|
|
(5,873
|
)
|
|
(21,424
|
)
|
|||
Other
|
—
|
|
|
(34
|
)
|
|
(34
|
)
|
|||
Balance at December 31, 2015
|
$
|
22,416
|
|
|
$
|
12,986
|
|
|
$
|
35,402
|
|
Purchased OREO
|
—
|
|
|
—
|
|
|
—
|
|
|||
Transfers of loans
|
7,935
|
|
|
935
|
|
|
8,870
|
|
|||
Impairments
(1)
|
(1,631
|
)
|
|
(1,484
|
)
|
|
(3,115
|
)
|
|||
Dispositions
|
(11,071
|
)
|
|
(6,458
|
)
|
|
(17,529
|
)
|
|||
Other
|
(279
|
)
|
|
(50
|
)
|
|
(329
|
)
|
|||
Balance at December 31, 2016
|
$
|
17,370
|
|
|
$
|
5,929
|
|
|
$
|
23,299
|
|
(1)
|
Of the total impairment charges of
$2,519
recorded for OREO in
2015
,
$2,157
was included in the Consolidated Statements of Income for the year ended
December 31, 2015
, while the remaining
$362
increased the FDIC loss-share indemnification asset. Of the total impairment charges of
$3,115
recorded for OREO in
2016
,
$3,018
was included in the Consolidated Statements of Income for the year ended
December 31, 2016
, while the remaining
$97
increased the FDIC loss share indemnification asset prior to the termination of the Company's loss share agreements effective December 8, 2016.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Repairs and maintenance
|
$
|
962
|
|
|
$
|
840
|
|
|
$
|
2,129
|
|
Property taxes and insurance
|
1,374
|
|
|
809
|
|
|
372
|
|
|||
Impairments
|
3,018
|
|
|
2,157
|
|
|
2,434
|
|
|||
Net (gains) losses on OREO sales
|
590
|
|
|
(582
|
)
|
|
(151
|
)
|
|||
Rental income
|
(248
|
)
|
|
(179
|
)
|
|
(191
|
)
|
|||
Total
|
$
|
5,696
|
|
|
$
|
3,045
|
|
|
$
|
4,593
|
|
|
Community Banks
|
|
Insurance
|
|
Total
|
||||||
Balance at December 31, 2014
|
$
|
271,939
|
|
|
$
|
2,767
|
|
|
$
|
274,706
|
|
Addition to goodwill from Heritage acquisition
|
171,182
|
|
|
—
|
|
|
171,182
|
|
|||
Adjustment to previously recorded goodwill
|
(17
|
)
|
|
—
|
|
|
(17
|
)
|
|||
Balance at December 31, 2015
|
$
|
443,104
|
|
|
$
|
2,767
|
|
|
$
|
445,871
|
|
Addition to goodwill from KeyWorth acquisition
|
20,633
|
|
|
—
|
|
|
20,633
|
|
|||
Adjustment to previously recorded goodwill
|
4,030
|
|
|
—
|
|
|
4,030
|
|
|||
Balance at December 31, 2016
|
$
|
467,767
|
|
|
$
|
2,767
|
|
|
$
|
470,534
|
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying
Amount
|
||||||
December 31, 2016
|
|
|
|
|
|
||||||
Core deposit intangible
|
$
|
47,992
|
|
|
$
|
(25,188
|
)
|
|
$
|
22,804
|
|
Customer relationship intangible
|
1,970
|
|
|
(700
|
)
|
|
1,270
|
|
|||
Total finite-lived intangible assets
|
$
|
49,962
|
|
|
$
|
(25,888
|
)
|
|
$
|
24,074
|
|
December 31, 2015
|
|
|
|
|
|
||||||
Core deposit intangible
|
$
|
45,982
|
|
|
$
|
(18,572
|
)
|
|
$
|
27,410
|
|
Customer relationship intangible
|
1,970
|
|
|
(569
|
)
|
|
1,401
|
|
|||
Total finite-lived intangible assets
|
$
|
47,952
|
|
|
$
|
(19,141
|
)
|
|
$
|
28,811
|
|
|
Core Deposit Intangibles
|
|
Customer Relationship Intangible
|
|
Total
|
||||||
2017
|
$
|
5,723
|
|
|
$
|
131
|
|
|
$
|
5,854
|
|
2018
|
4,881
|
|
|
131
|
|
|
5,012
|
|
|||
2019
|
4,101
|
|
|
131
|
|
|
4,232
|
|
|||
2020
|
3,213
|
|
|
131
|
|
|
3,344
|
|
|||
2021
|
2,273
|
|
|
131
|
|
|
2,404
|
|
Carrying value at January 1, 2015
|
$
|
11,662
|
|
Additions through acquisition
|
10,429
|
|
|
Capitalization
|
10,793
|
|
|
Amortization
|
(3,242
|
)
|
|
Carrying value at December 31, 2015
|
$
|
29,642
|
|
Sale of MSRs
|
(18,477
|
)
|
|
Capitalization
|
18,061
|
|
|
Amortization
|
(2,884
|
)
|
|
Impairment
|
(40
|
)
|
|
Carrying value at December 31, 2016
|
$
|
26,302
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Unpaid principal balance
|
$
|
2,763,344
|
|
|
$
|
3,090,839
|
|
|
$
|
1,178,390
|
|
Weighted-average prepayment speed (CPR)
|
7.34
|
%
|
|
8.89
|
%
|
|
8.25
|
%
|
|||
Estimated impact of a 10% increase
|
$
|
(1,034
|
)
|
|
$
|
(1,203
|
)
|
|
$
|
(1,038
|
)
|
Estimated impact of a 20% increase
|
(2,010
|
)
|
|
(2,330
|
)
|
|
(1,441
|
)
|
|||
|
|
|
|
|
|
||||||
Discount rate
|
9.64
|
%
|
|
9.51
|
%
|
|
10.76
|
%
|
|||
Estimated impact of a 100bp increase
|
$
|
(1,368
|
)
|
|
$
|
(1,357
|
)
|
|
$
|
(1,010
|
)
|
Estimated impact of a 200bp increase
|
(2,629
|
)
|
|
(2,612
|
)
|
|
(1,378
|
)
|
|||
|
|
|
|
|
|
||||||
Weighted-average coupon interest rate
|
3.83
|
%
|
|
3.97
|
%
|
|
3.84
|
%
|
|||
Weighted-average servicing fee (basis points)
|
25.87
|
|
|
25.04
|
|
|
25.04
|
|
|||
Weighted-average remaining maturity (in years)
|
11.11
|
|
|
15.23
|
|
|
24.41
|
|
|
2016
|
|
2015
|
||||
Noninterest-bearing deposits
|
$
|
1,561,357
|
|
|
$
|
1,278,337
|
|
Interest-bearing demand deposits
|
3,333,896
|
|
|
2,945,438
|
|
||
Savings deposits
|
543,131
|
|
|
499,536
|
|
||
Time deposits
|
1,620,753
|
|
|
1,495,291
|
|
||
Total deposits
|
$
|
7,059,137
|
|
|
$
|
6,218,602
|
|
2017
|
$
|
734,286
|
|
2018
|
388,825
|
|
|
2019
|
326,032
|
|
|
2020
|
114,157
|
|
|
2021
|
45,278
|
|
|
Thereafter
|
12,175
|
|
|
Total
|
$
|
1,620,753
|
|
|
2016
|
|
2015
|
||||
Securities sold under agreements to repurchase
|
$
|
9,676
|
|
|
$
|
22,279
|
|
Federal Home Loan Bank short-term advances
|
100,000
|
|
|
400,000
|
|
||
Total short-term borrowings
|
$
|
109,676
|
|
|
$
|
422,279
|
|
|
Average Balances
|
|
Cost of Funds
|
|||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
|||||||||
Federal Home Loan Bank short-term advances
|
$
|
344,724
|
|
|
$
|
207,575
|
|
|
$
|
17,899
|
|
|
0.46
|
%
|
|
0.18
|
%
|
|
0.17
|
%
|
Securities sold under agreements to repurchase
|
12,205
|
|
|
15,515
|
|
|
4,334
|
|
|
0.20
|
|
|
0.21
|
|
|
0.15
|
|
|||
Total short-term borrowings
|
$
|
356,929
|
|
|
$
|
223,090
|
|
|
$
|
22,233
|
|
|
0.45
|
%
|
|
0.18
|
%
|
|
0.17
|
%
|
|
2016
|
|
2015
|
||||
Federal Home Loan Bank advances
|
$
|
8,542
|
|
|
$
|
52,930
|
|
Other long-term debt
|
147
|
|
|
192
|
|
||
Junior subordinated debentures
|
95,643
|
|
|
95,095
|
|
||
Subordinated notes
|
98,127
|
|
|
—
|
|
||
Total long-term debt
|
$
|
202,459
|
|
|
$
|
148,217
|
|
|
Principal
Amount
|
|
Interest Rate
|
|
Year of
Maturity
|
|
Amount
Included in
Tier 1 Capital
|
|||||
PHC Statutory Trust I
|
$
|
20,619
|
|
|
3.84
|
%
|
|
2033
|
|
$
|
20,000
|
|
PHC Statutory Trust II
|
31,959
|
|
|
2.83
|
|
|
2035
|
|
31,000
|
|
||
Heritage Financial Statutory Trust I
|
10,310
|
|
|
10.20
|
|
|
2031
|
|
10,000
|
|
||
Capital Bancorp Capital Trust I
|
12,372
|
|
|
2.50
|
|
|
2035
|
|
12,000
|
|
||
First M&F Statutory Trust I
|
30,928
|
|
|
2.29
|
|
|
2036
|
|
19,455
|
|
2017
|
$
|
—
|
|
2018
|
326
|
|
|
2019
|
147
|
|
|
2020
|
615
|
|
|
2021
|
—
|
|
|
Thereafter
|
201,371
|
|
|
Total
|
$
|
202,459
|
|
|
Pension Benefits Renasant
|
|
Pension Benefits HeritageBank
|
|
Other Benefits
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||
Change in benefit obligation
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit obligation at beginning of year
|
$
|
27,856
|
|
|
$
|
28,087
|
|
|
$
|
12,913
|
|
|
$
|
—
|
|
|
$
|
1,704
|
|
|
$
|
1,941
|
|
Service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
17
|
|
||||||
Interest cost
|
1,216
|
|
|
1,095
|
|
|
172
|
|
|
305
|
|
|
58
|
|
|
60
|
|
||||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
76
|
|
|
82
|
|
||||||
Actuarial loss (gain)
|
(115
|
)
|
|
605
|
|
|
(481
|
)
|
|
(685
|
)
|
|
(56
|
)
|
|
(37
|
)
|
||||||
Benefits paid
|
(2,018
|
)
|
|
(1,931
|
)
|
|
(22
|
)
|
|
(15
|
)
|
|
(228
|
)
|
|
(359
|
)
|
||||||
Settlements
(1)
|
—
|
|
|
—
|
|
|
(11,509
|
)
|
|
(2,187
|
)
|
|
—
|
|
|
—
|
|
||||||
Transfer from HeritageBank Pension Plan
|
1,073
|
|
|
—
|
|
|
(1,073
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Addition from business combination
|
—
|
|
|
—
|
|
|
—
|
|
|
15,495
|
|
|
—
|
|
|
—
|
|
||||||
Benefit obligation at end of year
|
$
|
28,012
|
|
|
$
|
27,856
|
|
|
$
|
—
|
|
|
$
|
12,913
|
|
|
$
|
1,566
|
|
|
$
|
1,704
|
|
Change in fair value of plan assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets at beginning of year
|
$
|
24,434
|
|
|
$
|
26,532
|
|
|
$
|
12,458
|
|
|
$
|
—
|
|
|
|
|
|
||||
Actual return on plan assets
|
1,752
|
|
|
(167
|
)
|
|
29
|
|
|
(21
|
)
|
|
|
|
|
||||||||
Contribution by employer
|
—
|
|
|
—
|
|
|
142
|
|
|
—
|
|
|
|
|
|
||||||||
Benefits paid
|
(2,018
|
)
|
|
(1,931
|
)
|
|
(22
|
)
|
|
(15
|
)
|
|
|
|
|
||||||||
Settlements
|
—
|
|
|
—
|
|
|
(11,509
|
)
|
|
(2,187
|
)
|
|
|
|
|
||||||||
Expenses paid from plan trust
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
|
|
|
||||||||
Transfer from HeritageBank Pension Plan
|
1,073
|
|
|
—
|
|
|
(1,073
|
)
|
|
—
|
|
|
|
|
|
||||||||
Addition from business combination
|
—
|
|
|
—
|
|
|
—
|
|
|
14,681
|
|
|
|
|
|
||||||||
Fair value of plan assets at end of year
|
$
|
25,241
|
|
|
$
|
24,434
|
|
|
$
|
—
|
|
|
$
|
12,458
|
|
|
|
|
|
||||
Funded status at end of year
|
$
|
(2,771
|
)
|
|
$
|
(3,422
|
)
|
|
$
|
—
|
|
|
$
|
(455
|
)
|
|
$
|
(1,566
|
)
|
|
$
|
(1,704
|
)
|
Weighted-average assumptions as of December 31
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Discount rate used to determine the benefit obligation
|
4.35
|
%
|
|
4.56
|
%
|
|
—
|
%
|
|
4.27
|
%
|
|
3.57
|
%
|
|
3.63
|
%
|
(1)
|
Settlements from the HeritageBank defined benefit pension plan represent the lump sum payments made to participants upon final distribution of benefits as a result of the plan's termination.
|
|
Pension Benefits Renasant
|
|
Pension Benefits HeritageBank
(1)
|
|
Other Benefits
|
||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
17
|
|
|
$
|
14
|
|
Interest cost
|
1,216
|
|
|
1,095
|
|
|
1,292
|
|
|
172
|
|
|
305
|
|
|
58
|
|
|
60
|
|
|
84
|
|
||||||||
Expected return on plan assets
|
(1,872
|
)
|
|
(2,040
|
)
|
|
(2,160
|
)
|
|
(113
|
)
|
|
(216
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Prior service cost recognized
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Recognized actuarial loss
|
404
|
|
|
331
|
|
|
207
|
|
|
—
|
|
|
—
|
|
|
76
|
|
|
101
|
|
|
89
|
|
||||||||
Settlement/curtailment/termination losses
|
—
|
|
|
—
|
|
|
453
|
|
|
(780
|
)
|
|
(65
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net periodic benefit cost
|
(252
|
)
|
|
(614
|
)
|
|
(208
|
)
|
|
(721
|
)
|
|
24
|
|
|
146
|
|
|
178
|
|
|
187
|
|
||||||||
Net actuarial loss/(gain) arising during the period
|
5
|
|
|
2,812
|
|
|
3,047
|
|
|
(397
|
)
|
|
(448
|
)
|
|
(56
|
)
|
|
(37
|
)
|
|
(118
|
)
|
||||||||
Net Settlement/curtailment/termination losses
|
—
|
|
|
—
|
|
|
(453
|
)
|
|
780
|
|
|
65
|
|
|
|
|
|
|
|
|||||||||||
Amortization of net actuarial loss recognized in net periodic pension cost
|
(404
|
)
|
|
(331
|
)
|
|
(207
|
)
|
|
—
|
|
|
—
|
|
|
(76
|
)
|
|
(101
|
)
|
|
(89
|
)
|
||||||||
Total recognized in other comprehensive income
|
(399
|
)
|
|
2,481
|
|
|
2,387
|
|
|
383
|
|
|
(383
|
)
|
|
(132
|
)
|
|
(138
|
)
|
|
(207
|
)
|
||||||||
Total recognized in net periodic benefit cost and other comprehensive income
|
$
|
(651
|
)
|
|
$
|
1,867
|
|
|
$
|
2,179
|
|
|
$
|
(338
|
)
|
|
$
|
(359
|
)
|
|
$
|
14
|
|
|
$
|
40
|
|
|
$
|
(20
|
)
|
Weighted-average assumptions as of December 31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Discount rate used to determine net periodic pension cost
|
4.56
|
%
|
|
4.00
|
%
|
|
4.83
|
%
|
|
4.27
|
%
|
|
4.00
|
%
|
|
3.63
|
%
|
|
3.22
|
%
|
|
4.66
|
%
|
||||||||
Expected return on plan assets
|
8.00
|
%
|
|
8.00
|
%
|
|
8.00
|
%
|
|
3.00
|
%
|
|
3.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
Pension Benefits Renasant
|
|
Other
Benefits
|
||||
2017
|
$
|
2,050
|
|
|
$
|
247
|
|
2018
|
2,073
|
|
|
241
|
|
||
2019
|
2,080
|
|
|
203
|
|
||
2020
|
2,080
|
|
|
184
|
|
||
2021
|
2,084
|
|
|
180
|
|
||
2022 - 2026
|
9,983
|
|
|
616
|
|
|
Pension Benefits Renasant
|
|
Other
Benefits
|
||||
Prior service cost
|
$
|
—
|
|
|
$
|
—
|
|
Actuarial loss
|
11,515
|
|
|
418
|
|
||
Total
|
$
|
11,515
|
|
|
$
|
418
|
|
|
Pension Benefits Renasant
|
|
Other
Benefits
|
||||
Prior service cost
|
$
|
—
|
|
|
$
|
—
|
|
Actuarial loss
|
400
|
|
|
50
|
|
||
Total
|
$
|
400
|
|
|
$
|
50
|
|
|
Quoted Prices In
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Totals
|
||||||||
December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
1,639
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,639
|
|
U.S. government securities
|
—
|
|
|
2,270
|
|
|
—
|
|
|
2,270
|
|
||||
Corporate debt
|
—
|
|
|
1,991
|
|
|
—
|
|
|
1,991
|
|
||||
Corporate stocks
|
17,823
|
|
|
—
|
|
|
—
|
|
|
17,823
|
|
||||
Investments in registered investment companies
|
871
|
|
|
—
|
|
|
—
|
|
|
871
|
|
||||
Foreign obligations
|
—
|
|
|
647
|
|
|
—
|
|
|
647
|
|
||||
Municipal obligations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
20,333
|
|
|
$
|
4,908
|
|
|
$
|
—
|
|
|
$
|
25,241
|
|
|
Quoted Prices In
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Totals
|
||||||||
December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
13,927
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,927
|
|
U.S. government securities
|
—
|
|
|
1,883
|
|
|
—
|
|
|
1,883
|
|
||||
Corporate debt
|
—
|
|
|
2,442
|
|
|
—
|
|
|
2,442
|
|
||||
Corporate stocks
|
17,383
|
|
|
—
|
|
|
—
|
|
|
17,383
|
|
||||
Investments in registered investment companies
|
848
|
|
|
—
|
|
|
—
|
|
|
848
|
|
||||
Foreign obligations
|
—
|
|
|
308
|
|
|
—
|
|
|
308
|
|
||||
Municipal obligations
|
—
|
|
|
101
|
|
|
—
|
|
|
101
|
|
||||
|
$
|
32,158
|
|
|
$
|
4,734
|
|
|
$
|
—
|
|
|
$
|
36,892
|
|
|
|
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Life
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding at January 1, 2014
|
1,060,348
|
|
|
$
|
18.64
|
|
|
|
|
|
||
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
(227,499
|
)
|
|
18.39
|
|
|
|
|
|
|||
Forfeited
|
(1,899
|
)
|
|
20.77
|
|
|
|
|
|
|||
Outstanding at December 31, 2014
|
830,950
|
|
|
$
|
18.70
|
|
|
4.48
|
|
$
|
8,680
|
|
Exercisable at December 31, 2014
|
745,949
|
|
|
$
|
18.95
|
|
|
4.15
|
|
$
|
7,628
|
|
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
(201,371
|
)
|
|
20.82
|
|
|
|
|
|
|||
Forfeited
|
(8,133
|
)
|
|
29.45
|
|
|
|
|
|
|||
Outstanding at December 31, 2015
|
621,446
|
|
|
$
|
17.88
|
|
|
3.91
|
|
$
|
10,274
|
|
Exercisable at December 31, 2015
|
606,027
|
|
|
$
|
17.85
|
|
|
3.83
|
|
$
|
10,038
|
|
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
(435,177
|
)
|
|
18.67
|
|
|
|
|
|
|||
Forfeited
|
(644
|
)
|
|
29.67
|
|
|
|
|
|
|||
Outstanding at December 31, 2016
|
185,625
|
|
|
$
|
15.97
|
|
|
3.91
|
|
$
|
4,872
|
|
Exercisable at December 31, 2016
|
185,625
|
|
|
$
|
15.97
|
|
|
3.91
|
|
$
|
4,872
|
|
|
Performance-
Based
Restricted
Stock
(1)
|
|
Weighted
Average
Grant-Date
Fair Value
|
|
Time-
Based
Restricted
Stock
|
|
Weighted
Average
Grant-Date
Fair Value
|
||||||
Nonvested at beginning of year
|
—
|
|
|
$
|
—
|
|
|
105,438
|
|
|
$
|
31.04
|
|
Granted
|
61,700
|
|
|
31.12
|
|
|
52,005
|
|
|
31.74
|
|
||
Vested
|
(52,045
|
)
|
|
31.12
|
|
|
(21,138
|
)
|
|
27.53
|
|
||
Cancelled
|
(9,655
|
)
|
|
31.12
|
|
|
(18,960
|
)
|
|
32.40
|
|
||
Nonvested at end of year
|
—
|
|
|
$
|
—
|
|
|
117,345
|
|
|
$
|
31.76
|
|
|
|
|
Fair Value
|
||||||
|
Balance Sheet
|
December 31,
|
|||||||
|
Location
|
2016
|
|
2015
|
|||||
Derivative assets:
|
|
|
|
|
|
||||
Not designated as hedging instruments:
|
|
|
|
|
|
||||
Interest rate contracts
|
Other Assets
|
|
$
|
1,985
|
|
|
$
|
2,544
|
|
Interest rate lock commitments
|
Other Assets
|
|
2,643
|
|
|
4,508
|
|
||
Forward commitments
|
Other Assets
|
|
4,480
|
|
|
446
|
|
||
Totals
|
|
|
$
|
9,108
|
|
|
$
|
7,498
|
|
Derivative liabilities:
|
|
|
|
|
|
||||
Designated as hedging instruments:
|
|
|
|
|
|
||||
Interest rate swap
|
Other Liabilities
|
|
$
|
3,410
|
|
|
$
|
4,266
|
|
Totals
|
|
|
$
|
3,410
|
|
|
$
|
4,266
|
|
Not designated as hedging instruments:
|
|
|
|
|
|
||||
Interest rate contracts
|
Other Liabilities
|
|
$
|
1,985
|
|
|
$
|
2,544
|
|
Interest rate lock commitments
|
Other Liabilities
|
|
246
|
|
|
—
|
|
||
Forward commitments
|
Other Liabilities
|
|
269
|
|
|
509
|
|
||
Totals
|
|
|
$
|
2,500
|
|
|
$
|
3,053
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
||||||
Interest rate contracts:
|
|
|
|
|
|
||||||
Included in interest income on loans
|
$
|
2,402
|
|
|
$
|
2,200
|
|
|
$
|
2,961
|
|
Interest rate lock commitments:
|
|
|
|
|
|
||||||
Included in mortgage banking income
|
(2,111
|
)
|
|
(530
|
)
|
|
1,171
|
|
|||
Forward commitments
|
|
|
|
|
|
||||||
Included in mortgage banking income
|
4,275
|
|
|
(1,917
|
)
|
|
(609
|
)
|
|||
Total
|
$
|
4,566
|
|
|
$
|
(247
|
)
|
|
$
|
3,523
|
|
|
Offsetting Derivative Assets
|
|
Offsetting Derivative Liabilities
|
||||||||||||
|
December 31,
2016 |
|
December 31,
2015 |
|
December 31,
2016 |
|
December 31,
2015 |
||||||||
Gross amounts recognized
|
$
|
4,778
|
|
|
$
|
446
|
|
|
$
|
4,893
|
|
|
$
|
6,454
|
|
Gross amounts offset in the consolidated balance sheets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net amounts presented in the consolidated balance sheets
|
4,778
|
|
|
446
|
|
|
4,893
|
|
|
6,454
|
|
||||
Gross amounts not offset in the consolidated balance sheets
|
|
|
|
|
|
|
|
||||||||
Financial instruments
|
567
|
|
|
282
|
|
|
567
|
|
|
282
|
|
||||
Financial collateral pledged
|
—
|
|
|
—
|
|
|
4,326
|
|
|
6,020
|
|
||||
Net amounts
|
$
|
4,211
|
|
|
$
|
164
|
|
|
$
|
—
|
|
|
$
|
152
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
31,679
|
|
|
$
|
17,004
|
|
|
$
|
16,474
|
|
State
|
2,131
|
|
|
995
|
|
|
540
|
|
|||
|
33,810
|
|
|
17,999
|
|
|
17,014
|
|
|||
Deferred
|
|
|
|
|
|
||||||
Federal
|
10,480
|
|
|
12,625
|
|
|
8,649
|
|
|||
State
|
557
|
|
|
1,126
|
|
|
642
|
|
|||
|
11,037
|
|
|
13,751
|
|
|
9,291
|
|
|||
|
$
|
44,847
|
|
|
$
|
31,750
|
|
|
$
|
26,305
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Tax at U.S. statutory rate
|
$
|
47,522
|
|
|
$
|
34,918
|
|
|
$
|
30,061
|
|
Increase (decrease) in taxes resulting from:
|
|
|
|
|
|
||||||
Tax-exempt interest income
|
(3,467
|
)
|
|
(3,377
|
)
|
|
(3,215
|
)
|
|||
BOLI income
|
(1,622
|
)
|
|
(1,264
|
)
|
|
(1,045
|
)
|
|||
Investment tax credits
|
(1,390
|
)
|
|
(1,390
|
)
|
|
(1,390
|
)
|
|||
Amortization of investment in low-income housing tax credits
|
1,742
|
|
|
1,734
|
|
|
1,594
|
|
|||
State income tax expense, net of federal benefit
|
1,747
|
|
|
1,378
|
|
|
921
|
|
|||
Decrease to valuation allowance
|
—
|
|
|
—
|
|
|
(152
|
)
|
|||
Other items, net
|
315
|
|
|
(249
|
)
|
|
(469
|
)
|
|||
|
$
|
44,847
|
|
|
$
|
31,750
|
|
|
$
|
26,305
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Deferred tax assets
|
|
|
|
||||
Allowance for loan losses
|
$
|
19,934
|
|
|
$
|
17,430
|
|
Loans
|
23,240
|
|
|
26,239
|
|
||
Deferred compensation
|
11,254
|
|
|
17,060
|
|
||
Net unrealized losses on securities
|
10,096
|
|
|
6,065
|
|
||
Impairment of assets
|
2,512
|
|
|
3,271
|
|
||
Net operating loss carryforwards
|
2,867
|
|
|
3,681
|
|
||
Other
|
7,149
|
|
|
7,499
|
|
||
Gross deferred tax assets
|
77,052
|
|
|
81,245
|
|
||
Valuation allowance on state net operating loss carryforwards
|
—
|
|
|
—
|
|
||
Total deferred tax assets
|
77,052
|
|
|
81,245
|
|
||
Deferred tax liabilities
|
|
|
|
||||
FDIC indemnification asset
|
—
|
|
|
1,927
|
|
||
Investment in partnerships
|
1,556
|
|
|
2,507
|
|
||
Core deposit intangible
|
—
|
|
|
3,386
|
|
||
Depreciation
|
2,517
|
|
|
673
|
|
||
Mortgage servicing rights
|
3,360
|
|
|
4,032
|
|
||
Subordinated debt
|
4,111
|
|
|
4,287
|
|
||
Other
|
2,876
|
|
|
2,364
|
|
||
Total deferred tax liabilities
|
14,420
|
|
|
19,176
|
|
||
Net deferred tax assets
|
$
|
62,632
|
|
|
$
|
62,069
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at January 1
|
$
|
1,485
|
|
|
$
|
2,653
|
|
|
$
|
2,178
|
|
Additions based on positions related to current period
|
25
|
|
|
367
|
|
|
475
|
|
|||
Additions based on positions related to prior period
|
—
|
|
|
—
|
|
|
—
|
|
|||
Reductions based on positions related to prior period
|
—
|
|
|
(201
|
)
|
|
—
|
|
|||
Settlements
|
—
|
|
|
(1,334
|
)
|
|
—
|
|
|||
Reductions due to lapse of statute of limitations
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance at December 31
|
$
|
1,510
|
|
|
$
|
1,485
|
|
|
$
|
2,653
|
|
|
Year Ended
|
||||||
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Investment amortization
|
$
|
1,335
|
|
|
$
|
1,328
|
|
Tax credits and other benefits
|
(1,927
|
)
|
|
(1,883
|
)
|
||
Total
|
$
|
(592
|
)
|
|
$
|
(555
|
)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Totals
|
||||||||
December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Financial assets:
|
|
|
|
|
|
|
|
||||||||
Securities available for sale:
|
|
|
|
|
|
|
|
||||||||
Obligations of other U.S. Government agencies and corporations
|
$
|
—
|
|
|
$
|
2,158
|
|
|
$
|
—
|
|
|
$
|
2,158
|
|
Residential mortgage-backed securities:
|
|
|
|
|
|
|
|
||||||||
Government agency-mortgage backed securities
|
—
|
|
|
409,317
|
|
|
—
|
|
|
409,317
|
|
||||
Government agency collateralized mortgage obligations
|
—
|
|
|
168,826
|
|
|
—
|
|
|
168,826
|
|
||||
Commercial mortgage-backed securities:
|
|
|
|
|
|
|
|
||||||||
Government agency-mortgage backed securities
|
—
|
|
|
50,863
|
|
|
—
|
|
|
50,863
|
|
||||
Government agency collateralized mortgage obligations
|
—
|
|
|
2,550
|
|
|
—
|
|
|
2,550
|
|
||||
Trust preferred securities
|
—
|
|
|
—
|
|
|
18,389
|
|
|
18,389
|
|
||||
Other debt securities
|
—
|
|
|
22,145
|
|
|
—
|
|
|
22,145
|
|
||||
Total securities available for sale
|
—
|
|
|
655,859
|
|
|
18,389
|
|
|
674,248
|
|
||||
Derivative instruments:
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
—
|
|
|
1,985
|
|
|
—
|
|
|
1,985
|
|
||||
Interest rate lock commitments
|
—
|
|
|
2,643
|
|
|
—
|
|
|
2,643
|
|
||||
Forward commitments
|
—
|
|
|
4,480
|
|
|
—
|
|
|
4,480
|
|
||||
Total derivative instruments
|
—
|
|
|
9,108
|
|
|
—
|
|
|
9,108
|
|
||||
Mortgage loans held for sale
|
—
|
|
|
177,866
|
|
|
—
|
|
|
177,866
|
|
||||
Total financial assets
|
$
|
—
|
|
|
$
|
842,833
|
|
|
$
|
18,389
|
|
|
$
|
861,222
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative instruments:
|
|
|
|
|
|
|
|
||||||||
Interest rate swap
|
$
|
—
|
|
|
$
|
3,410
|
|
|
$
|
—
|
|
|
$
|
3,410
|
|
Interest rate contracts
|
—
|
|
|
1,985
|
|
|
—
|
|
|
1,985
|
|
||||
Interest rate lock commitments
|
—
|
|
|
246
|
|
|
—
|
|
|
246
|
|
||||
Forward commitments
|
—
|
|
|
269
|
|
|
—
|
|
|
269
|
|
||||
Total derivative instruments
|
—
|
|
|
5,910
|
|
|
—
|
|
|
5,910
|
|
||||
Total financial liabilities
|
$
|
—
|
|
|
$
|
5,910
|
|
|
$
|
—
|
|
|
$
|
5,910
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Totals
|
||||||||
December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Financial assets:
|
|
|
|
|
|
|
|
||||||||
Securities available for sale:
|
|
|
|
|
|
|
|
||||||||
Obligations of other U.S. Government agencies and corporations
|
$
|
—
|
|
|
$
|
6,200
|
|
|
$
|
—
|
|
|
$
|
6,200
|
|
Residential mortgage-backed securities:
|
|
|
|
|
|
|
|
||||||||
Government agency mortgage-backed securities
|
—
|
|
|
364,540
|
|
|
—
|
|
|
364,540
|
|
||||
Government agency collateralized mortgage obligations
|
—
|
|
|
168,060
|
|
|
—
|
|
|
168,060
|
|
||||
Commercial mortgage-backed securities:
|
|
|
|
|
|
|
|
||||||||
Government agency-mortgage backed securities
|
—
|
|
|
59,759
|
|
|
—
|
|
|
59,759
|
|
||||
Government agency collateralized mortgage obligations
|
—
|
|
|
5,104
|
|
|
—
|
|
|
5,104
|
|
||||
Trust preferred securities
|
—
|
|
|
—
|
|
|
19,469
|
|
|
19,469
|
|
||||
Other debt securities
|
—
|
|
|
19,333
|
|
|
—
|
|
|
19,333
|
|
||||
Other equity securities
|
—
|
|
|
4,340
|
|
|
—
|
|
|
4,340
|
|
||||
Total securities available for sale
|
—
|
|
|
627,336
|
|
|
19,469
|
|
|
646,805
|
|
||||
Derivative instruments:
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
—
|
|
|
2,544
|
|
|
—
|
|
|
2,544
|
|
||||
Interest rate lock commitments
|
—
|
|
|
4,508
|
|
|
—
|
|
|
4,508
|
|
||||
Forward commitments
|
—
|
|
|
446
|
|
|
—
|
|
|
446
|
|
||||
Total derivative instruments
|
—
|
|
|
7,498
|
|
|
—
|
|
|
7,498
|
|
||||
Mortgage loans held for sale
|
—
|
|
|
225,254
|
|
|
—
|
|
|
225,254
|
|
||||
Total financial assets
|
$
|
—
|
|
|
$
|
860,088
|
|
|
$
|
19,469
|
|
|
$
|
879,557
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative instruments:
|
|
|
|
|
|
|
|
||||||||
Interest rate swap
|
$
|
—
|
|
|
$
|
4,266
|
|
|
$
|
—
|
|
|
$
|
4,266
|
|
Interest rate contracts
|
—
|
|
|
2,544
|
|
|
—
|
|
|
2,544
|
|
||||
Forward commitments
|
—
|
|
|
509
|
|
|
—
|
|
|
509
|
|
||||
Total derivative instruments
|
—
|
|
|
7,319
|
|
|
—
|
|
|
7,319
|
|
||||
Total financial liabilities
|
$
|
—
|
|
|
$
|
7,319
|
|
|
$
|
—
|
|
|
$
|
7,319
|
|
|
Securities available for sale
|
||
|
Trust preferred
securities
|
||
Balance at January 1, 2015
|
$
|
19,756
|
|
Realized (gains) losses included in net income, net of premium amortization
|
(62
|
)
|
|
Unrealized gains included in other comprehensive income
|
1,439
|
|
|
Sales
|
(1,117
|
)
|
|
Issues
|
—
|
|
|
Settlements
|
(547
|
)
|
|
Transfers into Level 3
|
—
|
|
|
Transfers out of Level 3
|
—
|
|
|
Balance at December 31, 2015
|
$
|
19,469
|
|
Realized (gains) losses included in net income, net of premium amortization
|
33
|
|
|
Unrealized gains included in other comprehensive income
|
(59
|
)
|
|
Sales
|
—
|
|
|
Issues
|
—
|
|
|
Settlements
|
(1,054
|
)
|
|
Transfers into Level 3
|
—
|
|
|
Transfers out of Level 3
|
—
|
|
|
Balance at December 31, 2016
|
$
|
18,389
|
|
Financial instrument
|
|
Fair
Value
|
|
Valuation Technique
|
|
Significant
Unobservable Inputs
|
|
Range of Inputs
|
||
Trust preferred securities
|
|
$
|
18,389
|
|
|
Discounted cash flows
|
|
Default rate
|
|
0-100%
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Totals
|
||||||||
December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Impaired loans
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,101
|
|
|
$
|
4,101
|
|
OREO
|
—
|
|
|
—
|
|
|
6,741
|
|
|
6,741
|
|
||||
Mortgage servicing rights
|
—
|
|
|
—
|
|
|
26,302
|
|
|
26,302
|
|
||||
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
37,144
|
|
|
$
|
37,144
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Totals
|
||||||||
December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Impaired loans
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,508
|
|
|
$
|
6,508
|
|
OREO
|
—
|
|
|
—
|
|
|
12,839
|
|
|
12,839
|
|
||||
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19,347
|
|
|
$
|
19,347
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Carrying amount prior to remeasurement
|
$
|
8,290
|
|
|
$
|
14,726
|
|
Impairment recognized in results of operations
|
(1,549
|
)
|
|
(1,887
|
)
|
||
Fair value
|
$
|
6,741
|
|
|
$
|
12,839
|
|
Financial instrument
|
|
Fair
Value
|
|
Valuation Technique
|
|
Significant
Unobservable Inputs
|
|
Range of Inputs
|
||
Impaired loans
|
|
$
|
4,101
|
|
|
Appraised value of collateral less estimated costs to sell
|
|
Estimated costs to sell
|
|
4-10%
|
OREO
|
|
$
|
6,741
|
|
|
Appraised value of property less estimated costs to sell
|
|
Estimated costs to sell
|
|
4-10%
|
|
Aggregate
Fair Value
|
|
Aggregate
Unpaid
Principal
Balance
|
|
Difference
|
||||||
Mortgage loans held for sale
|
$
|
177,866
|
|
|
$
|
175,964
|
|
|
$
|
1,902
|
|
Past due loans of 90 days or more
|
—
|
|
|
—
|
|
|
—
|
|
|||
Nonaccrual loans
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
Fair Value
|
||||||||||||||||
|
Carrying
Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
306,224
|
|
|
$
|
306,224
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
306,224
|
|
Securities held to maturity
|
356,282
|
|
|
—
|
|
|
362,893
|
|
|
—
|
|
|
362,893
|
|
|||||
Securities available for sale
|
674,248
|
|
|
—
|
|
|
655,859
|
|
|
18,389
|
|
|
674,248
|
|
|||||
Mortgage loans held for sale
|
177,866
|
|
|
—
|
|
|
177,866
|
|
|
—
|
|
|
177,866
|
|
|||||
Loans, net
|
6,159,972
|
|
|
—
|
|
|
—
|
|
|
5,989,790
|
|
|
5,989,790
|
|
|||||
Mortgage servicing rights
|
26,302
|
|
|
—
|
|
|
—
|
|
|
32,064
|
|
|
32,064
|
|
|||||
Derivative instruments
|
9,108
|
|
|
—
|
|
|
9,108
|
|
|
—
|
|
|
9,108
|
|
|||||
Financial liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits
|
$
|
7,059,137
|
|
|
$
|
5,438,384
|
|
|
$
|
1,631,027
|
|
|
$
|
—
|
|
|
$
|
7,069,411
|
|
Short-term borrowings
|
109,676
|
|
|
109,676
|
|
|
—
|
|
|
—
|
|
|
109,676
|
|
|||||
Other long-term borrowings
|
147
|
|
|
147
|
|
|
—
|
|
|
—
|
|
|
147
|
|
|||||
Federal Home Loan Bank advances
|
8,542
|
|
|
—
|
|
|
8,777
|
|
|
—
|
|
|
8,777
|
|
|||||
Junior subordinated debentures
|
95,643
|
|
|
—
|
|
|
73,301
|
|
|
—
|
|
|
73,301
|
|
|||||
Subordinated notes
|
98,127
|
|
|
—
|
|
|
101,000
|
|
|
—
|
|
|
101,000
|
|
|||||
Derivative instruments
|
5,910
|
|
|
—
|
|
|
5,910
|
|
|
—
|
|
|
5,910
|
|
|
|
|
Fair Value
|
||||||||||||||||
|
Carrying
Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||
December 31, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
211,571
|
|
|
$
|
211,571
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
211,571
|
|
Securities held to maturity
|
458,400
|
|
|
—
|
|
|
473,753
|
|
|
—
|
|
|
473,753
|
|
|||||
Securities available for sale
|
646,805
|
|
|
—
|
|
|
627,336
|
|
|
19,469
|
|
|
646,805
|
|
|||||
Mortgage loans held for sale
|
225,254
|
|
|
—
|
|
|
225,254
|
|
|
—
|
|
|
225,254
|
|
|||||
Loans covered under loss-share agreements
|
93,142
|
|
|
—
|
|
|
—
|
|
|
92,528
|
|
|
92,528
|
|
|||||
Loans not covered under loss-share agreements, net
|
5,277,883
|
|
|
—
|
|
|
—
|
|
|
5,208,630
|
|
|
5,208,630
|
|
|||||
Mortgage servicing rights
|
29,642
|
|
|
—
|
|
|
—
|
|
|
33,283
|
|
|
33,283
|
|
|||||
FDIC loss-share indemnification asset
|
7,149
|
|
|
—
|
|
|
—
|
|
|
7,149
|
|
|
7,149
|
|
|||||
Derivative instruments
|
7,498
|
|
|
—
|
|
|
7,498
|
|
|
—
|
|
|
7,498
|
|
|||||
Financial liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits
|
$
|
6,218,602
|
|
|
$
|
4,723,312
|
|
|
$
|
1,502,202
|
|
|
$
|
—
|
|
|
$
|
6,225,514
|
|
Short-term borrowings
|
422,279
|
|
|
422,279
|
|
|
—
|
|
|
—
|
|
|
422,279
|
|
|||||
Other long-term borrowings
|
192
|
|
|
192
|
|
|
—
|
|
|
—
|
|
|
192
|
|
|||||
Federal Home Loan Bank advances
|
52,930
|
|
|
—
|
|
|
56,101
|
|
|
—
|
|
|
56,101
|
|
|||||
Junior subordinated debentures
|
95,095
|
|
|
—
|
|
|
78,095
|
|
|
—
|
|
|
78,095
|
|
|||||
Derivative instruments
|
7,319
|
|
|
—
|
|
|
7,319
|
|
|
—
|
|
|
7,319
|
|
|
Pre-Tax
|
|
Tax Expense
(Benefit)
|
|
Net of Tax
|
||||||
Year Ended December 31, 2016
|
|
|
|
|
|
||||||
Securities available for sale:
|
|
|
|
|
|
||||||
Unrealized holding losses on securities
|
$
|
(10,119
|
)
|
|
$
|
(3,913
|
)
|
|
$
|
(6,206
|
)
|
Reclassification adjustment for gains realized in net income
(1)
|
(1,186
|
)
|
|
(459
|
)
|
|
(727
|
)
|
|||
Amortization of unrealized holding gains on securities transferred to the held to maturity category
|
(99
|
)
|
|
(38
|
)
|
|
(61
|
)
|
|||
Total securities available for sale
|
(11,404
|
)
|
|
(4,410
|
)
|
|
(6,994
|
)
|
|||
Derivative instruments:
|
|
|
|
|
|
||||||
Unrealized holding gains on derivative instruments
|
856
|
|
|
329
|
|
|
527
|
|
|||
Total derivative instruments
|
856
|
|
|
329
|
|
|
527
|
|
|||
Defined benefit pension and post-retirement benefit plans:
|
|
|
|
|
|
||||||
Net gain arising during the period
|
51
|
|
|
20
|
|
|
31
|
|
|||
Amortization of net actuarial loss recognized in net periodic pension cost
(2)
|
480
|
|
|
178
|
|
|
302
|
|
|||
Reclassification adjustment for net settlement gain realized in net income
(2)
|
(383
|
)
|
|
(148
|
)
|
|
(235
|
)
|
|||
Total defined benefit pension and post-retirement benefit plans
|
148
|
|
|
50
|
|
|
98
|
|
|||
Total other comprehensive loss
|
$
|
(10,400
|
)
|
|
$
|
(4,031
|
)
|
|
$
|
(6,369
|
)
|
Year Ended December 31, 2015
|
|
|
|
|
|
||||||
Securities available for sale:
|
|
|
|
|
|
||||||
Unrealized holding losses on securities
|
$
|
(571
|
)
|
|
$
|
(220
|
)
|
|
$
|
(351
|
)
|
Reclassification adjustment for gains realized in net income
(1)
|
(96
|
)
|
|
(37
|
)
|
|
(59
|
)
|
|||
Amortization of unrealized holding gains on securities transferred to the held to maturity category
|
(178
|
)
|
|
(68
|
)
|
|
(110
|
)
|
|||
Total securities available for sale
|
(845
|
)
|
|
(325
|
)
|
|
(520
|
)
|
|||
Derivative instruments:
|
|
|
|
|
|
||||||
Unrealized holding losses on derivative instruments
|
(420
|
)
|
|
(171
|
)
|
|
(249
|
)
|
|||
Total derivative instruments
|
(420
|
)
|
|
(171
|
)
|
|
(249
|
)
|
|||
Defined benefit pension and post-retirement benefit plans:
|
|
|
|
|
|
|
|
|
|||
Net loss arising during the period
|
(2,393
|
)
|
|
(958
|
)
|
|
(1,435
|
)
|
|||
Amortization of net actuarial loss recognized in net periodic pension cost
(2)
|
432
|
|
|
165
|
|
|
267
|
|
|||
Total defined benefit pension and post-retirement benefit plans
|
(1,961
|
)
|
|
(793
|
)
|
|
(1,168
|
)
|
|||
Total other comprehensive loss
|
$
|
(3,226
|
)
|
|
$
|
(1,289
|
)
|
|
$
|
(1,937
|
)
|
|
Pre-Tax
|
|
Tax Expense
(Benefit)
|
|
Net of Tax
|
||||||
Year Ended December 31, 2014
|
|
|
|
|
|
||||||
Securities available for sale:
|
|
|
|
|
|
||||||
Unrealized holding gains on securities
|
$
|
12,520
|
|
|
$
|
4,789
|
|
|
$
|
7,731
|
|
Reclassification adjustment for gains realized in net income
(1)
|
(375
|
)
|
|
(143
|
)
|
|
(232
|
)
|
|||
Amortization of unrealized holding gains on securities transferred to the held to maturity category
|
(253
|
)
|
|
(97
|
)
|
|
(156
|
)
|
|||
Total securities available for sale
|
11,892
|
|
|
4,549
|
|
|
7,343
|
|
|||
Derivative instruments:
|
|
|
|
|
|
||||||
Unrealized holding losses on derivative instruments
|
(2,627
|
)
|
|
(1,005
|
)
|
|
(1,622
|
)
|
|||
Total derivative instruments
|
(2,627
|
)
|
|
(1,005
|
)
|
|
(1,622
|
)
|
|||
Defined benefit pension and post-retirement benefit plans:
|
|
|
|
|
|
||||||
Net loss arising during the period
|
(2,476
|
)
|
|
(947
|
)
|
|
(1,529
|
)
|
|||
Amortization of net actuarial loss recognized in net periodic pension cost
(2)
|
296
|
|
|
113
|
|
|
183
|
|
|||
Total defined benefit pension and post-retirement benefit plans
|
(2,180
|
)
|
|
(834
|
)
|
|
(1,346
|
)
|
|||
Total other comprehensive income
|
$
|
7,085
|
|
|
$
|
2,710
|
|
|
$
|
4,375
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Unrealized gains on securities
|
$
|
9,490
|
|
|
$
|
16,500
|
|
|
$
|
17,759
|
|
Non-credit related portion of other-than-temporary impairment on securities
|
(16,719
|
)
|
|
(16,735
|
)
|
|
(17,474
|
)
|
|||
Unrealized losses on derivative instruments
|
(1,355
|
)
|
|
(1,882
|
)
|
|
(1,633
|
)
|
|||
Unrecognized losses on defined benefit pension and post-retirement benefit plans obligations
|
(7,320
|
)
|
|
(7,418
|
)
|
|
(6,250
|
)
|
|||
Total accumulated other comprehensive loss
|
$
|
(15,904
|
)
|
|
$
|
(9,535
|
)
|
|
$
|
(7,598
|
)
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
2016
|
|
|
|
|
|
|
|
||||||||
Interest income
|
$
|
76,259
|
|
|
$
|
84,008
|
|
|
$
|
83,032
|
|
|
$
|
85,840
|
|
Interest expense
|
6,205
|
|
|
6,851
|
|
|
7,301
|
|
|
7,791
|
|
||||
Net interest income
|
70,054
|
|
|
77,157
|
|
|
75,731
|
|
|
78,049
|
|
||||
Provision for loan losses
|
1,800
|
|
|
1,430
|
|
|
2,650
|
|
|
1,650
|
|
||||
Noninterest income
|
33,302
|
|
|
35,586
|
|
|
38,272
|
|
|
30,071
|
|
||||
Noninterest expense
|
69,814
|
|
|
77,259
|
|
|
76,468
|
|
|
71,374
|
|
||||
Income before income taxes
|
31,742
|
|
|
34,054
|
|
|
34,885
|
|
|
35,096
|
|
||||
Income taxes
|
10,526
|
|
|
11,154
|
|
|
11,706
|
|
|
11,461
|
|
||||
Net income
|
$
|
21,216
|
|
|
$
|
22,900
|
|
|
$
|
23,179
|
|
|
$
|
23,635
|
|
Basic earnings per share
|
$
|
0.53
|
|
|
$
|
0.54
|
|
|
$
|
0.55
|
|
|
$
|
0.56
|
|
Diluted earnings per share
|
$
|
0.52
|
|
|
$
|
0.54
|
|
|
$
|
0.55
|
|
|
$
|
0.55
|
|
|
|
|
|
|
|
|
|
||||||||
2015
|
|
|
|
|
|
|
|
||||||||
Interest income
|
$
|
54,166
|
|
|
$
|
56,769
|
|
|
$
|
74,300
|
|
|
$
|
77,788
|
|
Interest expense
|
5,385
|
|
|
5,155
|
|
|
5,688
|
|
|
5,437
|
|
||||
Net interest income
|
48,781
|
|
|
51,614
|
|
|
68,612
|
|
|
72,351
|
|
||||
Provision for loan losses
|
1,075
|
|
|
1,175
|
|
|
750
|
|
|
1,750
|
|
||||
Noninterest income
|
21,870
|
|
|
22,879
|
|
|
32,079
|
|
|
31,442
|
|
||||
Noninterest expense
|
47,319
|
|
|
51,082
|
|
|
75,979
|
|
|
70,734
|
|
||||
Income before income taxes
|
22,257
|
|
|
22,236
|
|
|
23,962
|
|
|
31,309
|
|
||||
Income taxes
|
7,017
|
|
|
6,842
|
|
|
7,742
|
|
|
10,149
|
|
||||
Net income
|
$
|
15,240
|
|
|
$
|
15,394
|
|
|
$
|
16,220
|
|
|
$
|
21,160
|
|
Basic earnings per share
|
$
|
0.48
|
|
|
$
|
0.49
|
|
|
$
|
0.40
|
|
|
$
|
0.53
|
|
Diluted earnings per share
|
$
|
0.48
|
|
|
$
|
0.48
|
|
|
$
|
0.40
|
|
|
$
|
0.52
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Basic
|
|
|
|
|
|
||||||
Net income applicable to common stock
|
$
|
90,930
|
|
|
$
|
68,014
|
|
|
$
|
59,582
|
|
Average common shares outstanding
|
41,737,636
|
|
|
35,971,877
|
|
|
31,499,498
|
|
|||
Net income per common share—basic
|
$
|
2.18
|
|
|
$
|
1.89
|
|
|
$
|
1.89
|
|
Diluted
|
|
|
|
|
|
||||||
Net income applicable to common stock
|
$
|
90,930
|
|
|
$
|
68,014
|
|
|
$
|
59,582
|
|
Average common shares outstanding
|
41,737,636
|
|
|
35,971,877
|
|
|
31,499,498
|
|
|||
Effect of dilutive stock-based compensation
|
251,819
|
|
|
255,562
|
|
|
260,149
|
|
|||
Average common shares outstanding—diluted
|
41,989,455
|
|
|
36,227,439
|
|
|
31,759,647
|
|
|||
Net income per common share—diluted
|
$
|
2.17
|
|
|
$
|
1.88
|
|
|
$
|
1.88
|
|
|
Year Ended
|
||||
|
December 31,
|
||||
|
2016
|
|
2015
|
|
2014
|
Number of shares
|
—
|
|
—
|
|
109,068
|
Range of exercise prices
|
—
|
|
—
|
|
$29.57 - $30.63
|
|
2016
|
|
2015
|
||||||||||
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
||||||
Renasant Corporation
|
|
|
|
|
|
|
|
||||||
Tier 1 Capital to Average Assets (Leverage)
|
$
|
858,850
|
|
|
10.59
|
%
|
|
$
|
681,731
|
|
|
9.16
|
%
|
Common Equity Tier 1 Capital to Risk-Weighted Assets
|
766,560
|
|
|
11.47
|
%
|
|
591,356
|
|
|
9.99
|
%
|
||
Tier 1 Capital to Risk-Weighted Assets
|
858,850
|
|
|
12.86
|
%
|
|
681,731
|
|
|
11.51
|
%
|
||
Total Capital to Risk-Weighted Assets
|
1,004,038
|
|
|
15.03
|
%
|
|
729,321
|
|
|
12.32
|
%
|
||
Renasant Bank
|
|
|
|
|
|
|
|
||||||
Tier 1 Capital to Average Assets (Leverage)
|
$
|
824,850
|
|
|
10.20
|
%
|
|
$
|
654,830
|
|
|
8.82
|
%
|
Common Equity Tier 1 Capital to Risk-Weighted Assets
|
824,850
|
|
|
12.38
|
%
|
|
654,830
|
|
|
11.09
|
%
|
||
Tier 1 Capital to Risk-Weighted Assets
|
824,850
|
|
|
12.38
|
%
|
|
654,830
|
|
|
11.09
|
%
|
||
Total Capital to Risk-Weighted Assets
|
871,911
|
|
|
13.09
|
%
|
|
701,591
|
|
|
11.89
|
%
|
•
|
The Community Banks segment delivers a complete range of banking and financial services to individuals and small to medium-size businesses including checking and savings accounts, business and personal loans, equipment leasing, as well as safe deposit and night depository facilities.
|
•
|
The Insurance segment includes a full service insurance agency offering all lines of commercial and personal insurance through major carriers.
|
•
|
The Wealth Management segment offers a broad range of fiduciary services which includes the administration and management of trust accounts including personal and corporate benefit accounts, self-directed IRA’s, and custodial accounts. In addition, the Wealth Management segment offers annuities, mutual funds and other investment services through a third party broker-dealer.
|
|
Community
Banks
|
|
Insurance
|
|
Wealth
Management
|
|
Other
|
|
Consolidated
|
||||||||||
2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Net interest income
|
$
|
305,583
|
|
|
$
|
350
|
|
|
$
|
1,846
|
|
|
$
|
(6,788
|
)
|
|
$
|
300,991
|
|
Provision for loan losses
|
7,530
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,530
|
|
|||||
Noninterest income
|
114,615
|
|
|
10,074
|
|
|
12,354
|
|
|
372
|
|
|
137,415
|
|
|||||
Noninterest expense
|
276,260
|
|
|
6,873
|
|
|
11,099
|
|
|
867
|
|
|
295,099
|
|
|||||
Income before income taxes
|
136,408
|
|
|
3,551
|
|
|
3,101
|
|
|
(7,283
|
)
|
|
135,777
|
|
|||||
Income taxes
|
46,352
|
|
|
1,385
|
|
|
—
|
|
|
(2,890
|
)
|
|
44,847
|
|
|||||
Net income (loss)
|
$
|
90,056
|
|
|
$
|
2,166
|
|
|
$
|
3,101
|
|
|
$
|
(4,393
|
)
|
|
$
|
90,930
|
|
Total assets
|
$
|
8,602,022
|
|
|
$
|
23,693
|
|
|
$
|
54,857
|
|
|
$
|
19,279
|
|
|
$
|
8,699,851
|
|
Goodwill
|
467,767
|
|
|
2,767
|
|
|
—
|
|
|
—
|
|
|
470,534
|
|
|||||
2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Net interest income
|
$
|
244,242
|
|
|
$
|
311
|
|
|
$
|
1,688
|
|
|
$
|
(4,883
|
)
|
|
$
|
241,358
|
|
Provision for loan losses
|
4,752
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
4,750
|
|
|||||
Noninterest income
|
88,498
|
|
|
9,340
|
|
|
10,559
|
|
|
(127
|
)
|
|
108,270
|
|
|||||
Noninterest expense
|
228,248
|
|
|
6,900
|
|
|
9,130
|
|
|
836
|
|
|
245,114
|
|
|||||
Income before income taxes
|
99,740
|
|
|
2,751
|
|
|
3,119
|
|
|
(5,846
|
)
|
|
99,764
|
|
|||||
Income taxes
|
32,941
|
|
|
1,078
|
|
|
—
|
|
|
(2,269
|
)
|
|
31,750
|
|
|||||
Net income (loss)
|
$
|
66,799
|
|
|
$
|
1,673
|
|
|
$
|
3,119
|
|
|
$
|
(3,577
|
)
|
|
$
|
68,014
|
|
Total assets
|
$
|
7,833,084
|
|
|
$
|
22,550
|
|
|
$
|
46,035
|
|
|
$
|
24,827
|
|
|
$
|
7,926,496
|
|
Goodwill
|
443,104
|
|
|
2,767
|
|
|
—
|
|
|
—
|
|
|
445,871
|
|
|||||
2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Net interest income
|
$
|
205,353
|
|
|
$
|
237
|
|
|
$
|
1,332
|
|
|
$
|
(4,440
|
)
|
|
$
|
202,482
|
|
Provision for loan losses
|
6,249
|
|
|
—
|
|
|
(82
|
)
|
|
—
|
|
|
6,167
|
|
|||||
Noninterest income
|
61,973
|
|
|
9,055
|
|
|
8,997
|
|
|
484
|
|
|
80,509
|
|
|||||
Noninterest expense
|
175,660
|
|
|
6,441
|
|
|
8,111
|
|
|
725
|
|
|
190,937
|
|
|||||
Income before income taxes
|
85,417
|
|
|
2,851
|
|
|
2,300
|
|
|
(4,681
|
)
|
|
85,887
|
|
|||||
Income taxes
|
27,037
|
|
|
1,114
|
|
|
—
|
|
|
(1,846
|
)
|
|
26,305
|
|
|||||
Net income (loss)
|
$
|
58,380
|
|
|
$
|
1,737
|
|
|
$
|
2,300
|
|
|
$
|
(2,835
|
)
|
|
$
|
59,582
|
|
Total assets
|
$
|
5,720,995
|
|
|
$
|
20,472
|
|
|
$
|
44,275
|
|
|
$
|
19,387
|
|
|
$
|
5,805,129
|
|
Goodwill
|
271,939
|
|
|
2,767
|
|
|
—
|
|
|
—
|
|
|
274,706
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
(1)
|
$
|
121,233
|
|
|
$
|
11,107
|
|
Investments
|
4,327
|
|
|
9,711
|
|
||
Investment in bank subsidiary
(2)
|
1,291,686
|
|
|
1,101,580
|
|
||
Accrued interest receivable on bank balances
(2)
|
5
|
|
|
5
|
|
||
Intercompany receivable
(2)
|
2,771
|
|
|
2,450
|
|
||
Other assets
|
11,508
|
|
|
10,560
|
|
||
Total assets
|
$
|
1,431,530
|
|
|
$
|
1,135,413
|
|
Liabilities and shareholders’ equity
|
|
|
|
||||
Junior subordinated debentures
|
$
|
95,643
|
|
|
$
|
95,095
|
|
Subordinated notes
|
98,127
|
|
|
—
|
|
||
Other liabilities
|
4,877
|
|
|
3,500
|
|
||
Shareholders’ equity
|
1,232,883
|
|
|
1,036,818
|
|
||
Total liabilities and shareholders’ equity
|
$
|
1,431,530
|
|
|
$
|
1,135,413
|
|
(1)
|
Eliminates in consolidation, with the exception of
$1,970
pledged for collateral and held at non-subsidiary bank in 2015
|
(2)
|
Eliminates in consolidation
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Income
|
|
|
|
|
|
||||||
Dividends from bank subsidiary
(1)
|
$
|
29,733
|
|
|
$
|
24,557
|
|
|
$
|
21,518
|
|
Interest income from bank subsidiary
(1)
|
8
|
|
|
7
|
|
|
8
|
|
|||
Other dividends
|
469
|
|
|
266
|
|
|
749
|
|
|||
Other income
|
1,275
|
|
|
58
|
|
|
71
|
|
|||
Total income
|
31,485
|
|
|
24,888
|
|
|
22,346
|
|
|||
Expenses
|
9,036
|
|
|
6,823
|
|
|
5,513
|
|
|||
Income before income tax benefit and equity in undistributed net income of bank subsidiary
|
22,449
|
|
|
18,065
|
|
|
16,833
|
|
|||
Income tax benefit
|
(2,890
|
)
|
|
(2,521
|
)
|
|
(1,846
|
)
|
|||
Equity in undistributed net income of bank subsidiary
(1)
|
65,591
|
|
|
47,428
|
|
|
40,903
|
|
|||
Net income
|
$
|
90,930
|
|
|
$
|
68,014
|
|
|
$
|
59,582
|
|
(1)
|
Eliminates in consolidation
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Operating activities
|
|
|
|
|
|
||||||
Net income
|
$
|
90,930
|
|
|
$
|
68,014
|
|
|
$
|
59,582
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Gain on sale of securities
|
(1,186
|
)
|
|
—
|
|
|
(375
|
)
|
|||
Equity in undistributed net income of bank subsidiary
|
(65,591
|
)
|
|
(47,428
|
)
|
|
(40,903
|
)
|
|||
Amortization/depreciation/accretion
|
560
|
|
|
579
|
|
|
385
|
|
|||
(Increase) decrease in other assets
|
(556
|
)
|
|
(1,377
|
)
|
|
1,345
|
|
|||
Increase in other liabilities
|
564
|
|
|
1,088
|
|
|
2,591
|
|
|||
Net cash provided by operating activities
|
24,721
|
|
|
20,876
|
|
|
22,625
|
|
|||
Investing activities
|
|
|
|
|
|
||||||
Purchases of securities held to maturity and available for sale
|
(1,380
|
)
|
|
(2,183
|
)
|
|
(1,781
|
)
|
|||
Sales and maturities of securities held to maturity and available for sale
|
6,101
|
|
|
1,089
|
|
|
1,142
|
|
|||
Investment in subsidiaries
|
(75,000
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash received in acquisition
|
—
|
|
|
5,292
|
|
|
—
|
|
|||
Other investing activities
|
—
|
|
|
—
|
|
|
(64
|
)
|
|||
Net cash (used in) provided by investing activities
|
(70,279
|
)
|
|
4,198
|
|
|
(703
|
)
|
|||
Financing activities
|
|
|
|
|
|
||||||
Cash paid for dividends
|
(29,734
|
)
|
|
(24,557
|
)
|
|
(21,518
|
)
|
|||
Cash received on exercise of stock-based compensation
|
415
|
|
|
102
|
|
|
401
|
|
|||
Excess tax benefits from exercise of stock options
|
2,771
|
|
|
520
|
|
|
940
|
|
|||
Repayments of advances from bank subsidiary
|
—
|
|
|
—
|
|
|
(1,500
|
)
|
|||
Proceeds from issuance of long-term debt
|
98,127
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from equity offering
|
84,105
|
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
155,684
|
|
|
(23,935
|
)
|
|
(21,677
|
)
|
|||
Increase in cash and cash equivalents
|
110,126
|
|
|
1,139
|
|
|
245
|
|
|||
Cash and cash equivalents at beginning of year
|
11,107
|
|
|
9,968
|
|
|
9,723
|
|
|||
Cash and cash equivalents at end of year
|
$
|
121,233
|
|
|
$
|
11,107
|
|
|
$
|
9,968
|
|
•
|
Renasant Corporation 2011 Long-Term Incentive Compensation Plan. Under this plan, a total of 1,737,600 shares of Company common stock are reserved for issuance; as of
December 31, 2016
, an aggregate of
1,183,232
shares of common stock remained available; and options to purchase an aggregate of
80,875
shares of common stock were outstanding.
|
•
|
Renasant Corporation 2001 Long-Term Incentive Plan. This plan expired on October 8, 2011, and no further grants or other awards may be made under the plan. As of
December 31, 2016
, options to purchase an aggregate of
104,750
shares of Company common stock remained outstanding.
|
•
|
Under the Company’s Deferred Stock Unit Plan, an aggregate of 317,500 shares of Company common stock were reserved for issuance under the plan; as of
December 31, 2016
, units representing an aggregate of
228,647
shares of common stock were allocated to accounts, some of which has been distributed in the form of common stock.
|
|
|
|
|
|
|
|
||||
Equity Compensation Plan Information at December 31, 2016
|
||||||||||
Plan category
|
|
(a)
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
|
|
(b)
Weighted-average
exercise price of
outstanding
options,
warrants and rights
(1)
|
|
(c)
Number of securities
remaining available for
future issuance under
equity
compensation
plans
|
||||
Equity compensation plans approved by security holders
|
|
185,625
|
|
|
$
|
15.97
|
|
|
1,183,232
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
88,853
|
|
|
Total
|
|
185,625
|
|
|
$
|
15.97
|
|
|
1,272,085
|
|
(101)
|
|
The following materials from Renasant Corporation’s Annual Report on Form 10-K for the year ended December 31, 2016 were formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2016 and December 31, 2015, (ii) Consolidated Statements of Income for the years ended December 31, 2016, 2015 and 2014, (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2016, 2015 and 2014, (iv) Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2016, 2015 and 2014, (v) Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014 and (vi) Notes to Consolidated Financial Statements.
|
*
|
Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K pursuant to Item 15(b) of Form 10-K.
|
(1)
|
Filed as exhibit 2.1 to the Form 8-K of the Company filed with the Securities and Exchange Commission on February 11, 2013 and incorporated herein by reference.
|
(2)
|
Filed as exhibit 2.1 to the Form 8-K of the Company filed with the Securities and Exchange Commission on December 15, 2014 and incorporated herein by reference.
|
(3)
|
Filed as exhibit 2.1 to the Form 8-K of the Company filed with the Securities and Exchange Commission on October 23, 2015 and incorporated herein by reference.
|
(4)
|
Filed as exhibit 2.1 to the Form 8-K of the Company filed with the Securities and Exchange Commission on January 19, 2017 and incorporated herein by reference.
|
(5)
|
Filed as exhibit 3.1 to the Form 10-Q of the Company filed with the Securities and Exchange Commission on May 10, 2016 and incorporated herein by reference.
|
(6)
|
Filed as exhibit 3.2 to the Pre-Effective Amendment No. 1 to Form S-4 Registration Statement of the Company (File No. 333-208753) filed with the Securities and Exchange Commission on January 29, 2016 and incorporated herein by reference.
|
(7)
|
Filed as exhibit 4.1 to the Form 8-K of the Company filed with the Securities and Exchange Commission on August 22, 2016 and incorporated herein by reference.
|
(8)
|
Filed as exhibit 4.2 to the Form 8-K of the Company filed with the Securities and Exchange Commission on August 22, 2016 and incorporated herein by reference.
|
(9)
|
Filed as exhibit 4.3 to the Form 8-K of the Company filed with the Securities and Exchange Commission on August 22, 2016 and incorporated herein by reference.
|
(10)
|
Filed as exhibits 4.1 and 4.2 to the Form S-8 Registration Statement of the Company (File No. 333-102152) filed with the Securities and Exchange Commission on December 23, 2002 and, as to Amendment No. 1 to the plan, as Appendix B to the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 14, 2005, and, as to Amendment No. 2 to the plan, as Exhibit 99.1 to the Form 8-K of the Company filed with the Securities and Exchange Commission on July 19, 2006, each of which is incorporated herein by reference.
|
(11)
|
Filed as exhibits 4.3 and 4.4 to the Form S-8 Registration Statement of the Company (File No. 333-102152) filed with the Securities and Exchange Commission on December 23, 2002, and, as to the amendment and restatement of the plan, as exhibit 99.2 to the Form 8-K of the Company filed with the Securities and Exchange Commission on July 19, 2006, and, as to the amendments to the amended and restated plan, as exhibit 99.1 to the Form S-8 Registration Statement of the Company (File No. 333-141185) filed with the Securities and Exchange Commission on June 29, 2007, as exhibit 10.2 to the Form 8-K of the Company filed with the Securities and Exchange Commission on February 17, 2009, and as exhibit 99.1 to the Form 8-K of the Company filed with the Securities and Exchange Commission on January 23, 2012, each of which is incorporated herein by reference.
|
(12)
|
Filed under Item 1.01 of the Form 8-K of the Company filed with the Securities and Exchange Commission on February 3, 2005 and incorporated herein by reference.
|
(13)
|
Filed as exhibit 99.1 to the Form 8-K of the Company filed with the Securities and Exchange Commission on January 5, 2007, and, as to the first amendment of the plan, as exhibit 10.3 to the Form 8-K of the Company filed with the Securities and Exchange Commission on February 17, 2009, each of which is incorporated herein by reference, and, as to the subsequent amendment of the plan, as exhibit 10.1 attached hereto.
|
(14)
|
Filed as exhibit 99.2 to the Form 8-K of the Company filed with the Securities and Exchange Commission on January 5, 2007, and, as to the first amendment of the plan, as exhibit 10.4 to the Form 8-K of the Company filed with the Securities and Exchange Commission on February 17, 2009, each of which is incorporated herein by reference, and, as to the subsequent amendment of the plan, as exhibit 10.2 attached hereto.
|
(15)
|
Filed as exhibit 10.1 to the Form 8-K of the Company filed with the Securities and Exchange Commission on July 6, 2007, and, as to the amendment to the employment agreement, as exhibit 10.1 to the Form 8-K of the Company filed with the Securities and Exchange Commission on March 7, 2012, each of which is incorporated herein by reference.
|
(16)
|
Filed as exhibit 10.2 to the Form 8-K of the Company filed with the Securities and Exchange Commission on July 6, 2007 and incorporated herein by reference.
|
(17)
|
Filed as exhibit 10.5 to the Form 8-K of the Company filed with the Securities and Exchange Commission on July 6, 2007 and incorporated herein by reference.
|
(18)
|
Filed as exhibit 10.6 to the Form 8-K of the Company filed with the Securities and Exchange Commission on July 6, 2007 and incorporated herein by reference.
|
(19)
|
Filed as exhibit 10.9 to the Form 8-K of the Company filed with the Securities and Exchange Commission on July 6, 2007 and incorporated herein by reference.
|
(20)
|
Filed as exhibit 99.1 to the Form S-8 Registration Statement of the Company (File No. 333-144694) filed with the Securities and Exchange Commission on July 19, 2007 and incorporated herein by reference.
|
(21)
|
Filed as exhibit 99.2 to the Form S-8 Registration Statement of the Company (File No. 333-144694) filed with the Securities and Exchange Commission on July 19, 2007 and incorporated herein by reference.
|
(22)
|
Filed as exhibit 10.1 to the Form 8-K of the Company filed with the Securities and Exchange Commission on March 7, 2008 and incorporated herein by reference.
|
(23)
|
Filed as exhibit 10.5 to the Form 8-K of the Company filed with the Securities and Exchange Commission on February 17, 2009 and incorporated herein by reference.
|
(24)
|
Filed as Exhibit A to the Definitive Proxy Statement of the Company (File No. 001-13253) filed with the Securities and Exchange Commission on March 17, 2016 and incorporated herein by reference and , as to the subsequent amendment of the plan, attached as exhibit 10.3 hereto.
|
(25)
|
Filed as exhibit 10(i) to the Form 10-Q of the Company filed with the Securities and Exchange Commission on November 8, 2013 and incorporated herein by reference.
|
(26)
|
Filed as exhibits 10(i) and 10(ii), respectively, to the Form 10-Q of the Company filed with the Securities and Exchange Commission on August 7, 2015 and incorporated herein by reference.
|
(27)
|
Filed as exhibit 10.1 to the Form 8-K of the Company filed with the Securities and Exchange Commission on January 13, 2016 and incorporated herein by reference.
|
(28)
|
Filed as exhibit 10.2 to the Form 8-K of the Company filed with the Securities and Exchange Commission on January 13, 2016 and incorporated herein by reference.
|
(29)
|
Filed as exhibit 10.3 to the Form 8-K of the Company filed with the Securities and Exchange Commission on January 13, 2016 and incorporated herein by reference.
|
(30)
|
Filed as exhibit 10.1 to the Form 8-K of the Company filed with the Securities and Exchange Commission on December 9, 2016 and incorporated herein by reference.
|
(31)
|
Filed as exhibit 10.1 to the Form 8-K/A of the Company filed with the Securities and Exchange Commission on February 8, 2017 and incorporated herein by reference.
|
|
|
RENASANT CORPORATION
|
|
||
|
|
|
|
|
|
Date:
|
February 27, 2017
|
by:
|
|
/s/ E. Robinson McGraw
|
|
|
|
|
|
E. Robinson McGraw
|
|
|
|
|
|
Chairman and
|
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
|
|||||
|
|
|
|
|
|
Date:
|
February 27, 2017
|
by:
|
|
/s/ George H. Booth, II
|
|
|
|
|
|
George H. Booth, II
|
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
Date:
|
February 27, 2017
|
by:
|
|
/s/ Frank B. Brooks
|
|
|
|
|
|
Frank B. Brooks
|
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
Date:
|
February 27, 2017
|
by:
|
|
/s/ Kevin D. Chapman
|
|
|
|
|
|
Kevin D. Chapman
|
|
|
|
|
|
Executive Vice President and
|
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
Date:
|
February 27, 2017
|
by:
|
|
/s/ Hollis C. Cheek
|
|
|
|
|
|
Hollis C. Cheek
|
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
Date:
|
February 27, 2017
|
by:
|
|
/s/ John M. Creekmore
|
|
|
|
|
|
John M. Creekmore
|
|
|
|
|
|
Vice Chairman of the Board and Director
|
|
|
|
|
|
|
|
Date:
|
February 27, 2017
|
by:
|
|
/s/ Albert J. Dale, III
|
|
|
|
|
|
Albert J. Dale, III
|
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
Date:
|
February 27, 2017
|
by:
|
|
/s/ Jill V. Deer
|
|
|
|
|
|
Jill V. Deer
|
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
Date:
|
February 27, 2017
|
by:
|
|
/s/ Marshall H. Dickerson
|
|
|
|
|
|
Marshall H. Dickerson
|
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
February 27, 2017
|
by:
|
|
/s/ John T. Foy
|
|
|
|
|
|
John T. Foy
|
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
Date:
|
February 27, 2017
|
by:
|
|
/s/ R. Rick Hart
|
|
|
|
|
|
R. Rick Hart
|
|
|
|
|
|
Executive Vice President and Director
|
|
|
|
|
|
|
|
Date:
|
February 27, 2017
|
by:
|
|
/s/ Richard L. Heyer, Jr.
|
|
|
|
|
|
Richard L. Heyer, Jr.
|
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
Date:
|
February 27, 2017
|
by:
|
|
/s/ Neal A. Holland, Jr.
|
|
|
|
|
|
Neal A. Holland, Jr.
|
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
Date:
|
February 27, 2017
|
by:
|
|
/s/ E. Robinson McGraw
|
|
|
|
|
|
E. Robinson McGraw
|
|
|
|
|
|
Chairman of the Board, Director,
|
|
|
|
|
|
and Chief Executive Officer
|
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
Date:
|
February 27, 2017
|
by:
|
|
/s/ J. Niles McNeel
|
|
|
|
|
|
J. Niles McNeel
|
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
Date:
|
February 27, 2017
|
by:
|
|
/s/ Hugh S. Potts, Jr.
|
|
|
|
|
|
Hugh S. Potts, Jr.
|
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
Date:
|
February 27, 2017
|
by:
|
|
/s/ Fred F. Sharpe
|
|
|
|
|
|
Fred F. Sharpe
|
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
Date:
|
February 27, 2017
|
by:
|
|
/s/ Michael D. Shmerling
|
|
|
|
|
|
Michael D. Shmerling
|
|
|
|
|
|
Director
|
|
Exhibit
Number
|
|
Description
|
|
|
|
(10.1)
|
|
Amendment to Renasant Corporation Executive Deferred Income Plan dated as of December 22, 2016
|
|
|
|
(10.2)
|
|
Amendment to Renasant Corporation Directors’ Deferred Fee Plan dated as of December 22, 2016
|
|
|
|
(10.3)
|
|
Amendment No. 3 to Renasant Corporation Long-Term Incentive Compensation Plan dated as of December 20, 2016
|
|
|
|
(12)
|
|
Ratio of Earnings to Fixed Charges
|
|
|
|
(21)
|
|
Subsidiaries of the Registrant
|
|
|
|
(23)
|
|
Consent of Independent Registered Public Accounting Firm
|
|
|
|
(31)(i)
|
|
Certification of the Principal Executive Officer, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
(31)(ii)
|
|
Certification of the Principal Financial Officer, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
(32)(i)
|
|
Certification of the Principal Executive Officer, as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
(32)(ii)
|
|
Certification of the Principal Financial Officer, as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
(101)
|
|
The following materials from Renasant Corporation’s Annual Report on Form 10-K for the year ended December 31, 2016 were formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2016 and December 31, 2015, (ii) Consolidated Statements of Income for the years ended December 31, 2016, 2015 and 2014, (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2016, 2015 and 2014, (iv) Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2016, 2015 and 2014, (v) Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014 and (vi) Notes to Consolidated Financial Statements.
|
a.
|
An Account credited with Deferrals made on or before December 31, 1988, including earnings on such amounts (‘Retirement Account A’);
|
b.
|
An Account credited with Deferrals made between January 1, 1989, and December 31, 2006, including earnings on such amounts (‘Retirement Account B’);
|
c.
|
An Account credited with Deferrals made between January 1, 2007, and December 31, 2016, including earnings on such amounts (‘Retirement Account C’);
|
d.
|
An Account credited with Deferrals made on or after January 1, 2017, including earnings on such amounts (‘Retirement Account D’).
|
a.
|
Disability:
In the event a Participant shall Separate From Service on account of his or her Disability, the balances of Retirement Accounts A, B and C shall be aggregated and distributed in the form of a lump-sum as of the Payment Date that coincides with or immediately follows the date of such separation (in accordance with provisions of Section 6.6 of the Plan).
|
b.
|
Death Before Retirement or Disability:
Subject to the provisions of paragraph 3.3 hereof, in the event a Participant shall Separate From Service on account of his or her death before Retirement or Disability, the balances of Retirement Accounts A, B and C shall be aggregated and distributed to his or her Beneficiary or Beneficiaries in accordance with the payment election timely submitted by such Participant or, if no such timely election has been submitted, in the form of a lump-sum. Either such benefit shall be paid or commence as of the Payment Date that coincides with or immediately follows such Participant’s date of death (in accordance with Section 6.7(d) of the Plan), unless a later commencement date is allowable under paragraph 5 hereof.
|
c.
|
Retirement:
In the event a Participant shall Retire, the balances of Retirement Accounts A, B and C shall be aggregated and distributed in accordance with the payment election timely submitted by such Participant or, if no such timely election has been submitted, in the form of a lump-sum (all in accordance with provisions of Section 6.3 of the Plan). Payment shall be made or commence as of the Payment Date that coincides with or immediately follows the first day of the seventh month following the Participant’s Separation From Service. In the event such Participant shall thereafter die, his or her remaining installment payments, if any, shall continue to be paid to his or her Beneficiary or Beneficiaries after the date of his or her death.
|
d.
|
Other Separation:
Unless a Modified Payment Election (as defined in paragraph 3.2 hereof) is then in effect, if a Participant Separates From Service before his or her Retirement (other than on account of death or Disability), the balances of Retirement Accounts A, B and C shall be aggregated and distributed in the form of a lump-sum on the Payment Date that coincides with or immediately follows the first day of the seventh month following the Participant’s Separation From Service (in accordance with Section 6.5 of the Plan).
|
a.
|
Such election shall apply, if at all, only in the event a Participant shall Separate From Service before Retirement (other than on account of death or Disability).
|
b.
|
With respect to a Modified Payment Election hereunder: (i) each such election shall be made and delivered to the Administrator not less than 12 months prior to such Participant’s Separation From Service; and (ii) payments thereunder shall commence on the Payment Date that is at least five years after such Participant’s Separation From Service.
|
c.
|
For avoidance of doubt, a Participant may make a separate Modified Payment Election, or no such election, in respect of each of Retirement Account A, B or C.
|
d.
|
If a Participant dies while receiving installment payments under a Modified Payment Election, the remaining installment payments, if any, shall continue to be paid to his or her Beneficiary or Beneficiaries after the date of his or her death.
|
a.
|
Payment of a preretirement benefit described herein shall be made only if such Participant has made Deferrals in an amount not less than the ‘Annual Deferral Amount’ specified on Annex 1 hereto during the period commencing as of January 1, 2007, and ending as of the date of his or her death, and no such Deferrals have not been earmarked for in-service payment.
|
b.
|
The amount of any preretirement death benefit payable hereunder shall be the greater of (i) the amount specified on Annex 1 as a preretirement benefit; or (ii) the aggregate amount credited to his or her Retirement Accounts A and B as of the date of his or her death.
|
c.
|
The preretirement death benefit shall be paid in the form of 180 monthly payments commencing as of the first day of the month following the date of a Participant’s death.
|
d.
|
If the amount of a Participant’s preretirement death benefit is determined under Annex 1 hereto, such Participant shall forfeit to the Bank the amounts credited to his or her Retirement Accounts A and B.
|
a.
|
Disability:
In the event a Participant shall Separate From Service on account of his or her Disability, Retirement Account D shall be distributed in in the form of a lump-sum as of the Payment Date that coincides with or immediately follows the date of such Disability.
|
b.
|
Death Before Retirement:
In the event a Participant shall Separate From Service on account of his or her death, the provisions of his or her Payment Election - D (as defined in paragraph 4.2 hereof) shall be given effect. If no Payment Election - D is then in effect, such adjusted balance shall be paid to his or her Beneficiary or Beneficiaries in the form of five annual installment payments. Payment hereunder
|
c.
|
Other Separation:
In the event a Participant shall Separate From Service for any other reason, including his or her Retirement, the balance of Retirement Account D shall be paid in the manner determined in accordance with his or her Payment Election – D; in the event no such election is then in effect, his or her balance shall be paid in the form of a lump-sum. Payment hereunder shall be made or commence on the Payment Date that coincides with or immediately follows the first day of the seventh calendar month following the Participant’s Separation From Service. If such Participant shall thereafter die, his or her remaining installment payments, if any, shall continue to be paid to his or her Beneficiary or Beneficiaries after the date of his or her death.
|
|
|
RENASANT BANK:
|
|
|
|
|
|
|
|
By:
|
/s/ Hollis Ray Smith
|
|
|
|
Hollis Ray Smith
|
Eligible Participant
|
Annual Deferral Amount
|
Preretirement Benefit
|
||||
Brown, Edwin L.
|
|
$2,400
|
|
|
$179,379
|
|
Brown, Michael J.
|
2,300
|
|
230,587
|
|
||
Cochran, Scott
|
4,000
|
|
356,388
|
|
||
Coggin, Larry W.
|
1,950
|
|
388,342
|
|
||
Corban, Stephen
|
5,000
|
|
227,025
|
|
||
Daniels, Barbara
|
5,580
|
|
493,155
|
|
||
Dixon, Karen
|
4,550
|
|
500,411
|
|
||
Drope, Phyllis C.
|
4,400
|
|
320,285
|
|
||
Fitzpatrick, Catherine B.
|
4,300
|
|
315,093
|
|
||
Goldberg, Greg
|
12,000
|
|
846,628
|
|
||
Gray, Jim
|
2,400
|
|
336,270
|
|
||
Green, Ben P.
|
11,600
|
|
1,741,615
|
|
||
Hosch, B.B.
|
13,000
|
|
290,676
|
|
||
Johnson, Stuart R.
|
6,500
|
|
904,995
|
|
||
Retirement Account A
|
|
132,316
|
|
|||
Jones, Tommy
|
2,300
|
|
767,309
|
|
||
Lyle, III, Will H.
|
1,200
|
|
333,165
|
|
||
Retirement Account A
|
|
84,463
|
|
|||
Maxwell, Jr., Edward Allen
|
6,000
|
|
332,056
|
|
||
Maynard, Rick
|
5,850
|
|
282,306
|
|
||
McGraw, Edward R.
|
4,200
|
|
743,830
|
|
||
Retirement Account A
|
|
258,106
|
|
|||
Robbins, Jerry Q.
|
3,750
|
|
524,147
|
|
||
Retirement Account A
|
|
108,666
|
|
|||
Robinson, John M.
|
13,000
|
|
295,515
|
|
||
Boone, Suzanne M.
|
5,908
|
|
466,162
|
|
||
Smith, Ray
|
2,300
|
|
188,593
|
|
||
Trice, Walter
|
6,000
|
|
494,998
|
|
||
Underwood, Marlene N.
|
3,310
|
|
500,009
|
|
||
Vanlandingham, Wayne A.
|
7,656
|
|
1,608,514
|
|
||
Waycaster, Claude M.
|
600
|
|
337,725
|
|
||
Williams, William Mark
|
13,000
|
|
1,231,483
|
|
||
Witt, Mary John
|
5,800
|
|
742,725
|
|
a.
|
An Account credited with Deferrals made on or before December 31, 1988, including earnings on such amounts (‘Retirement Account A’);
|
b.
|
An Account credited with Deferrals made between January 1, 1989, and December 31, 2004, including earnings on such amounts (‘Retirement Account B’);
|
c.
|
An Account credited with Deferrals made between January 1, 2005, and December 31, 2016, including earnings on such amounts (‘Retirement Account C’);
|
d.
|
An Account credited with Deferrals made on or after January 1, 2017, including earnings on such amounts (‘Retirement Account D’).
|
a.
|
Payment of a preretirement benefit shall be made hereunder, provided such Participant has made Deferrals in an amount not less than the ‘Annual Deferral Amount’ specified on Annex 1 hereto during the period commencing as of January 1, 2005, and ending as of the date of his or her death and no such deferrals have been earmarked for in-service payment (for avoidance of doubt, Deferrals made on or after January 1, 2005, shall be credited to Retirement Accounts C or D, as the case may be).
|
b.
|
His or her Beneficiary or Beneficiaries shall receive a preretirement death benefit in an amount equal to the greater of: (i) the ‘Preretirement Benefit’ specified on Annex 1 hereto; or (ii) the amount credited to his or her Retirement Accounts A and B and SubAccount C-1 (as defined below) as of the date of his or her death. In the event a Participant’s Beneficiary or Beneficiaries shall receive the Preretirement Benefit specified on Annex 1 hereto, the amount then credited to such Participant’s Retirement Accounts A and B and SubAccount C-1 shall be forfeited to the Bank.
|
c.
|
The benefit payable hereunder shall be made in the form of 180 monthly payments commencing as of the first day of the month following the date of his or her death.
|
a.
|
Disability:
In the event a Participant shall Separate From Service as a member of the Board of Directors on account of his or her Disability, the balance of Retirement Account C shall be distributed in the form of a lump-sum as of the Payment Date that coincides with or immediately follows the date of such Disability (in accordance with provisions of Section 6.6 of the Plan).
|
b.
|
Death Before Retirement:
In the event a Participant shall Separate From Service as a member of the Board of Directors on account of his or her death before Retirement or Disability, the balance of Retirement Account C (excluding SubAccount C-1 to the extent provided in paragraph 3.2 hereof) shall be distributed to his or her Beneficiary or Beneficiaries in the form timely elected by such Participant, either a lump-sum or not more than 15 annual installments, or if no such timely election has been made, in the form of a lump-sum (all in accordance with Section 6.7 of the Plan). Payment hereunder shall commence as of the Payment Date that coincides with or immediately follows the Participant’s date of death, unless a later commencement date is allowable under paragraph 6 hereof.
|
c.
|
Retirement:
In the event a Participant shall Retire from service as a member of the Board of Directors, the balance of Retirement Account C shall be distributed in accordance with the payment election timely submitted by such Participant or, if no such timely election has been submitted, in the form of a lump-sum (all in accordance with provisions of Section 6.3 of the Plan). Payment hereunder shall be made or commence as of the Payment Date that coincides with or immediately follows the Participant’s Separation From Service. In the event such Participant shall thereafter die, his or her remaining installment payments, if any, shall continue to be paid to his or her Beneficiary or Beneficiaries after the date of his or her death.
|
d.
|
Other Separation:
Unless a Modified Payment Election (as defined in paragraph 4.2 hereof) is then in effect, if a Participant Separates From Service as a member of the Board of Directors before his or her Retirement (other than on account of death or Disability), the balance of Retirement Account C shall be distributed in the form of a lump-sum on the Payment Date that coincides with or immediately follows such separation (in accordance with Section 6.5 of the Plan).
|
a.
|
Such election shall apply, if at all, only in the event a Participant shall Separate From Service as a member of the Board of Directors before his or her Retirement (other than on account of death or Disability).
|
b.
|
With respect to a Modified Payment Election hereunder: (i) each such election shall be made and delivered to the Administrator not less than 12 months prior to such Participant’s Separation From Service; and (ii) payments thereunder shall commence on the Payment Date that is at least five years after such Participant’s Separation From Service.
|
c.
|
If a Participant dies while receiving installment payments under a Modified Payment Election, the remaining installment payments, if any, shall continue to be paid to his or her Beneficiary or Beneficiaries.
|
a.
|
Disability:
In the event a Participant shall Separate From Service as a member of the Board of Directors on account of his or her Disability, Retirement Account D shall be distributed in the form of a lump-sum as of the Payment Date that coincides with or immediately follows the date of such Disability.
|
b.
|
Death Before Separation:
In the event a Participant shall Separate From Service as a member of the Board of Directors on account of his or her death, the provisions of his or her Payment Election - D (as defined in paragraph 5.2 hereof) shall be given effect. If no Payment Election - D is then in effect, Retirement Account D shall be paid to his or her Beneficiary or Beneficiaries in the form of five annual installment payments. Payment hereunder shall be made or commence as of the Payment Date that coincides with or immediately follows such Participant’s date of death, unless a later commencement date is allowable under paragraph 6 hereof.
|
c.
|
Other Separation:
In the event a Participant shall Separate From Service as a member of the Board of Directors for any other reason, including his or her Retirement, the balance of Retirement Account D shall be paid in the manner determined in accordance with his or her timely made Payment Election – D; if no such timely election is then in effect, his or her balance shall be paid in the form of a lump-sum. Payment hereunder shall be made or commence on the Payment Date that coincides with or immediately follows such Participant’s Separation From Service. If such Participant shall thereafter die, his or her remaining installments, if any, shall be paid to the Beneficiary or Beneficiaries designated by such Participant.
|
|
|
RENASANT BANK:
|
|
|
|
|
|
|
|
By:
|
/s/ Hollis Ray Smith
|
|
|
|
Hollis Ray Smith
|
Eligible Participant
|
Annual
Deferral Amount
|
Preretirement Benefit
|
||||
Booth, II, George
|
|
$10,200
|
|
|
$1,482,465
|
|
Brooks, Frank
|
6,600
|
|
692,670
|
|
||
Creekmore, John
|
10,200
|
|
1,343,119
|
|
||
Dickerson, Marshall
|
6,600
|
|
595,485
|
|
||
Heyer, Jr., Richard
|
7,800
|
|
967,380
|
|
a.
|
If such Incentive is Restricted Stock, such shares shall vest, be delivered and settled upon the earlier of: (i) the lapse of the applicable Forfeiture Period; or (ii) the date on which a Permitted Separation (as defined below) occurs.
|
b.
|
If such Incentive is Options, such Options shall vest and be exercisable upon the earlier of: (i) the date or dates specified in the applicable Incentive Agreement; or (ii) upon the occurrence of a Permitted Separation. Options vested hereunder shall remain exercisable in accordance with their terms, provided that in no event shall the exercise period be less than six months (unless such Options would otherwise expire in accordance with their terms
|
c.
|
If any such Incentive is subject to Performance Objectives, such objectives shall be deemed satisfied at the target level; any additional shares or rights shall be deemed forfeited to and cancelled by the Company.
|
d.
|
Any Further Holding Period imposed under Section 9.15 hereof shall be deemed satisfied and lapsed.
|
a.
|
Such period shall earlier lapse in the event of death or Disability or the consummation of a Change in Control; and
|
b.
|
Such limitations shall be applicable as to one-half of a Participant’s Net Shares if such Participant is not subject to Section 16 of the Exchange Act at the time such shares are delivered. For avoidance of doubt, all Net Shares shall be subject to the period described herein if a Participant is subject to the provisions of such act.
|
|
|
RENASANT CORPORATION
|
|
|
|
|
|
|
|
By:
|
/s/ E. Robinson McGraw
|
|
|
|
E. Robinson McGraw
|
|
|
Its:
|
Chief Executive Officer
|
|
|
Date:
|
December 20, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
Years Ended December 31,
|
||||||||||||||||||||||
|
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income before income taxes
|
|
$
|
135,777
|
|
|
$
|
99,764
|
|
|
$
|
85,887
|
|
|
$
|
45,746
|
|
|
$
|
33,465
|
|
|
$
|
34,675
|
|
|
Fixed charges (see below)
|
|
26,554
|
|
|
19,722
|
|
|
23,051
|
|
|
23,683
|
|
|
26,975
|
|
|
42,388
|
|
|||||||
Total earnings
|
|
|
$
|
162,331
|
|
|
$
|
119,486
|
|
|
$
|
108,938
|
|
|
$
|
69,429
|
|
|
$
|
60,440
|
|
|
$
|
77,063
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Interest expensed and capitalized on deposits
|
|
$
|
17,856
|
|
|
$
|
13,715
|
|
|
$
|
16,216
|
|
|
$
|
17,118
|
|
|
$
|
19,030
|
|
|
$
|
31,729
|
|
|
Interest expensed and capitalized on other debt
|
|
10,291
|
|
|
7,950
|
|
|
7,711
|
|
|
6,353
|
|
|
6,945
|
|
|
9,672
|
|
|||||||
Amortized premiums and discounts related to deposits
|
|
(2,484
|
)
|
|
(2,611
|
)
|
|
(1,425
|
)
|
|
(632
|
)
|
|
—
|
|
|
—
|
|
|||||||
Amortized premiums and discounts related to other indebtedness
|
|
(548
|
)
|
|
(521
|
)
|
|
(387
|
)
|
|
(21
|
)
|
|
161
|
|
|
161
|
|
|||||||
Estimate of the interest expense within rental expense
|
|
1,439
|
|
|
1,189
|
|
|
936
|
|
|
865
|
|
|
839
|
|
|
826
|
|
|||||||
Total fixed charges
|
|
|
$
|
26,554
|
|
|
$
|
19,722
|
|
|
$
|
23,051
|
|
|
$
|
23,683
|
|
|
$
|
26,975
|
|
|
$
|
42,388
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Ratio of Earnings to Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Excluding Interest on Deposits
|
|
13.14
|
|
|
12.58
|
|
|
11.40
|
|
|
7.36
|
|
|
5.21
|
|
|
4.25
|
|
|||||||
Including Interest on Deposits
|
|
6.11
|
|
|
6.06
|
|
|
4.73
|
|
|
2.93
|
|
|
2.24
|
|
|
1.82
|
|
•
|
fixed charges, including interest on deposits, includes all interest expense, amortized premiums and discounts related to deposits and other indebtedness, and the estimated portion of rental expense attributable to interest, net of income from subleases; and
|
•
|
fixed charges, excluding interest on deposits, includes interest expense (other than on deposits), amortized premiums and discounts related to indebtedness (but not deposits), and the estimated portion of rental expense attributable to interest, net of income from subleases.
|
Name
|
|
Jurisdiction of
Incorporation/Organization
|
|
Holder of
Outstanding Equity Interests
|
|
|
|
|
|
Renasant Bank
|
|
Mississippi
|
|
Renasant Corporation
|
Primeco, Inc.
|
|
Delaware
|
|
Renasant Bank
|
Renasant Leasing Corp. II
|
|
Tennessee
|
|
Renasant Bank
|
Renasant Investment Corp.
|
|
Delaware
|
|
Renasant Leasing Corp. II
|
Renasant Capital Corp. II
|
|
Maryland
|
|
Renasant Investment Corp.
|
Renasant Insurance, Inc.
|
|
Mississippi
|
|
Renasant Bank
|
American Trust, LLC
|
|
Georgia
|
|
Renasant Bank
|
ATB Alpharetta, LLC
|
|
Georgia
|
|
Renasant Bank
|
PHC Statutory Trust I
|
|
Connecticut
|
|
Renasant Corporation
(1)
|
PHC Statutory Trust II
|
|
Delaware
|
|
Renasant Corporation
(1)
|
Capital Bancorp Capital Trust I
|
|
Delaware
|
|
Renasant Corporation
(1)
|
First M&F Statutory Trust I
|
|
Mississippi
|
|
Renasant Corporation
(1)
|
M&F Business Credit, Inc.
|
|
Mississippi
|
|
Renasant Bank
|
Merchants & Farmers Bank Securities Corp.
|
|
Mississippi
|
|
Renasant Bank
|
M&F Step Up, LLC
|
|
Mississippi
|
|
Renasant Bank
|
Date:
|
|
February 27, 2017
|
|
by:
|
|
/s/ E. Robinson McGraw
|
|
|
|
|
|
|
E. Robinson McGraw
|
|
|
|
|
|
|
Chairman of the Board, Director,
|
|
|
|
|
|
|
and Chief Executive Officer
|
|
|
|
|
|
|
(Principal Executive Officer)
|
Date:
|
|
February 27, 2017
|
|
by:
|
|
/s/ Kevin D. Chapman
|
|
|
|
|
|
|
Kevin D. Chapman
|
|
|
|
|
|
|
Executive Vice President and
|
|
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
(Principal Financial Officer)
|
Date:
|
|
February 27, 2017
|
|
by:
|
|
/s/ E. Robinson McGraw
|
|
|
|
|
|
|
E. Robinson McGraw
|
|
|
|
|
|
|
Chairman of the Board, Director,
|
|
|
|
|
|
|
and Chief Executive Officer
|
|
|
|
|
|
|
(Principal Executive Officer)
|
Date:
|
|
February 27, 2017
|
|
by:
|
|
/s/ Kevin D. Chapman
|
|
|
|
|
|
|
Kevin D. Chapman
|
|
|
|
|
|
|
Executive Vice President and
|
|
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
(Principal Financial Officer)
|