RENASANT CORPORATION
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(Exact name of registrant as specified in its charter)
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Mississippi
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64-0676974
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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209 Troy Street, Tupelo, Mississippi
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38804-4827
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code
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(662) 680-1001
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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Common Stock, $5.00 par value
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The NASDAQ Global Select Market
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Large accelerated filer
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þ
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Emerging growth company
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¨
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Page
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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Item 16.
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Form 10-K Summary
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•
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the Company’s ability to efficiently integrate acquisitions into its operations, retain the customers of these businesses, grow the acquired operations and realize the cost savings expected from an acquisition to the extent and in the timeframe anticipated by management;
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•
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the effect of economic conditions and interest rates on a national, regional or international basis;
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•
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timing and success of the implementation of changes in operations to achieve enhanced earnings or effect cost savings;
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•
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competitive pressures in the consumer finance, commercial finance, insurance, financial services, asset management, retail banking, mortgage lending and auto lending industries;
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•
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the financial resources of, and products available to, competitors;
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•
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changes in laws and regulations as well as changes in accounting standards;
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•
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changes in policy by regulatory agencies;
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•
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changes in the securities and foreign exchange markets;
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•
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the Company’s potential growth, including its entrance or expansion into new markets, and the need for sufficient capital to support that growth;
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•
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changes in the quality or composition of the Company’s loan or investment portfolios, including adverse developments in borrower industries or in the repayment ability of individual borrowers;
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•
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an insufficient allowance for loan losses as a result of inaccurate assumptions;
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•
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general economic, market or business conditions, including the impact of inflation;
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•
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changes in demand for loan products and financial services;
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•
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concentration of credit exposure;
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•
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changes or the lack of changes in interest rates, yield curves and interest rate spread relationships;
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•
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increased cybersecurity risk, including potential network breaches, business disruptions or financial losses;
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•
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natural disasters and other catastrophic events in the Company’s geographic area;
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•
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uncertainties in the Company’s preliminary review of, and additional analysis with respect to, the impact of H.R. 1, commonly known as the Tax Cuts and Jobs Act, enacted on December 22, 2017, including, among other things, the expected impact of this legislation on the Company’s net deferred tax assets and the impact of the revaluation of such deferred tax assets by the Company in the fourth quarter of 2017;
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•
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the impact, extent and timing of technological changes; and
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•
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other circumstances, many of which are beyond management’s control.
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Market
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Available Deposits (in billions)
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Deposit
Share
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Mississippi
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Tupelo
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$
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2.3
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46.9
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%
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DeSoto County
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2.5
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8.3
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%
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Oxford
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1.2
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11.1
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%
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Columbus
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1.0
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10.3
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%
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Starkville
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1.0
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29.0
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%
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Jackson
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12.6
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3.1
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%
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Tennessee
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Memphis
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24.5
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1.1
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%
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Nashville
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45.4
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0.9
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%
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Maryville
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2.0
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2.7
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%
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Alabama
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Birmingham
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35.0
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0.8
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%
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Decatur
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1.9
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17.5
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%
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Huntsville/Madison
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7.1
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1.6
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%
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Montgomery
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6.6
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0.9
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%
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Tuscaloosa
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3.4
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1.1
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%
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Florida
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Columbia
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1.1
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2.2
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%
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Gainesville
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4.1
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2.2
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%
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Ocala
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6.0
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2.0
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%
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Georgia
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Alpharetta/Roswell
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8.5
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2.1
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%
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Canton/Woodstock
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3.0
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4.8
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%
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Cartersville/Cumming
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3.7
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4.6
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%
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Gwinnett
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16.1
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0.7
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%
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Lowndes
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1.9
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2.5
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%
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-
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Created the Public Company Accounting Oversight Board, which 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;
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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;
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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;
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Imposed a number of new corporate disclosure requirements; and
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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.
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be required to perform annual stress tests as described above in “Stress Testing;”
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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 include as a member at least one risk management expert; and
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be examined for compliance with federal consumer protection laws primarily by the CFPB.
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For residential mortgages, the former 50% risk weight for performing residential first-lien mortgages and 100% risk-weight for all other mortgages has been replaced 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.
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For commercial mortgages, a 150% risk weight for certain high volatility commercial real estate acquisition, development and construction loans has been substituted for the former 100% risk weight.
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The former 100% risk weight is now a 150% risk weight for loans, other than residential mortgages, that are 90 days past due or on nonaccrual status.
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acquiring or retaining a majority interest in a subsidiary;
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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;
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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
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acquiring or retaining the voting shares of a depository institution if certain requirements are met.
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2017
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2016
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2015
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|||||||||||||||||||||||||||
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Average
Balance
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Interest
Income/
Expense
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Yield/
Rate
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Average
Balance
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Interest
Income/
Expense
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Yield/
Rate
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Average
Balance
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Interest
Income/
Expense
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Yield/
Rate
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|||||||||||||||
Assets
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|||||||||||||||
Interest-earning assets:
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Loans:
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Not purchased
(1)
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$
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5,060,496
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$
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226,524
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4.48
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%
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$
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4,294,032
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$
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187,055
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4.36
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%
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$
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3,444,455
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$
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153,917
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4.47
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%
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Purchased
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1,795,306
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114,043
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6.35
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%
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1,555,502
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|
104,983
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6.75
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%
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1,045,324
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68,141
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6.52
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%
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||||||
Purchased and covered
(2)
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—
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—
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—
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%
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46,438
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3,295
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|
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7.10
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%
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143,855
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7,732
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5.37
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%
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||||||
Total Loans
|
6,855,802
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340,567
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4.97
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%
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5,895,972
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|
|
295,333
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|
|
5.01
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%
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4,633,634
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229,790
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4.96
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%
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||||||
Mortgage loans held for sale
|
174,369
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|
7,469
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4.28
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237,199
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8,497
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|
|
3.58
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|
|
202,368
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|
|
7,618
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|
|
3.76
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||||||
Securities:
|
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|||||||||||||||
Taxable
(3)
|
746,557
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|
|
17,408
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|
|
2.33
|
|
|
721,661
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|
|
15,305
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|
|
2.12
|
|
|
732,016
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|
|
15,946
|
|
|
2.18
|
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||||||
Tax-exempt
|
329,430
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|
|
15,838
|
|
|
4.81
|
|
|
351,950
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|
|
16,555
|
|
|
4.70
|
|
|
331,206
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|
|
16,709
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|
|
5.04
|
|
||||||
Total securities
|
1,075,987
|
|
|
33,246
|
|
|
3.09
|
|
|
1,073,611
|
|
|
31,860
|
|
|
2.97
|
|
|
1,063,222
|
|
|
32,655
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|
|
3.07
|
|
||||||
Interest-bearing balances with banks
|
195,072
|
|
|
2,314
|
|
|
1.19
|
|
|
89,514
|
|
|
459
|
|
|
0.51
|
|
|
74,776
|
|
|
215
|
|
|
0.29
|
|
||||||
Total interest-earning assets
|
8,301,230
|
|
|
383,596
|
|
|
4.62
|
|
|
7,296,296
|
|
|
336,149
|
|
|
4.61
|
|
|
5,974,000
|
|
|
270,278
|
|
|
4.52
|
|
||||||
Cash and due from banks
|
140,742
|
|
|
|
|
|
|
130,360
|
|
|
|
|
|
|
102,417
|
|
|
|
|
|
||||||||||||
Intangible assets
|
565,507
|
|
|
|
|
|
|
491,530
|
|
|
|
|
|
|
379,469
|
|
|
|
|
|
||||||||||||
FDIC loss share indemnification asset
|
—
|
|
|
|
|
|
|
4,961
|
|
|
|
|
|
|
8,928
|
|
|
|
|
|
||||||||||||
Other assets
|
501,829
|
|
|
|
|
|
|
493,363
|
|
|
|
|
|
|
410,168
|
|
|
|
|
|
||||||||||||
Total assets
|
$
|
9,509,308
|
|
|
|
|
|
|
$
|
8,416,510
|
|
|
|
|
|
|
$
|
6,874,982
|
|
|
|
|
|
|||||||||
Liabilities and shareholders’ equity
|
|
|
|
|
|
|
|
|
|
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|
|
|
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|
|
|||||||||||||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|||||||||||||||
Deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-bearing demand
(4)
|
3,609,567
|
|
|
9,559
|
|
|
0.26
|
|
|
3,090,495
|
|
|
5,874
|
|
|
0.19
|
|
|
2,596,362
|
|
|
4,721
|
|
|
0.18
|
|
||||||
Savings deposits
|
567,723
|
|
|
394
|
|
|
0.07
|
|
|
525,498
|
|
|
372
|
|
|
0.07
|
|
|
433,838
|
|
|
321
|
|
|
0.07
|
|
||||||
Time deposits
|
1,715,828
|
|
|
14,667
|
|
|
0.85
|
|
|
1,587,444
|
|
|
11,610
|
|
|
0.73
|
|
|
1,392,171
|
|
|
8,673
|
|
|
0.62
|
|
||||||
Total interest-bearing deposits
|
5,893,118
|
|
|
24,620
|
|
|
0.42
|
|
|
5,203,437
|
|
|
17,856
|
|
|
0.34
|
|
|
4,422,371
|
|
|
13,715
|
|
|
0.31
|
|
||||||
Borrowed funds
|
419,070
|
|
|
13,233
|
|
|
3.16
|
|
|
523,812
|
|
|
10,291
|
|
|
1.96
|
|
|
376,208
|
|
|
7,950
|
|
|
2.11
|
|
||||||
Total interest-bearing liabilities
|
6,312,188
|
|
|
37,853
|
|
|
0.60
|
|
|
5,727,249
|
|
|
28,147
|
|
|
0.49
|
|
|
4,798,579
|
|
|
21,665
|
|
|
0.45
|
|
||||||
Noninterest-bearing deposits
|
1,724,834
|
|
|
|
|
|
|
1,467,881
|
|
|
|
|
|
|
1,125,969
|
|
|
|
|
|
||||||||||||
Other liabilities
|
91,336
|
|
|
|
|
|
|
105,342
|
|
|
|
|
|
|
73,519
|
|
|
|
|
|
||||||||||||
Shareholders’ equity
|
1,380,950
|
|
|
|
|
|
|
1,116,038
|
|
|
|
|
|
|
876,915
|
|
|
|
|
|
||||||||||||
Total liabilities and shareholders’ equity
|
$
|
9,509,308
|
|
|
|
|
|
|
$
|
8,416,510
|
|
|
|
|
|
|
$
|
6,874,982
|
|
|
|
|
|
|||||||||
Net interest income/ net interest margin
|
|
|
$
|
345,743
|
|
|
4.16
|
%
|
|
|
|
$
|
308,002
|
|
|
4.22
|
%
|
|
|
|
$
|
248,613
|
|
|
4.16
|
%
|
(2)
|
Represents information associated with purchased loans covered under loss sharing agreements prior to the termination of such agreements on December 8, 2016.
|
|
2017 Compared to 2016
|
|
2016 Compared to 2015
|
||||||||||||||||||||
|
Volume
|
|
Rate
|
|
Net
|
|
Volume
|
|
Rate
|
|
Net
|
||||||||||||
Interest income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Not purchased
|
$
|
34,309
|
|
|
$
|
5,160
|
|
|
$
|
39,469
|
|
|
$
|
37,009
|
|
|
$
|
(3,871
|
)
|
|
$
|
33,138
|
|
Purchased
|
15,278
|
|
|
(6,218
|
)
|
|
9,060
|
|
|
34,433
|
|
|
2,409
|
|
|
36,842
|
|
||||||
Purchased and covered
(1)
|
(3,295
|
)
|
|
—
|
|
|
(3,295
|
)
|
|
(6,912
|
)
|
|
2,475
|
|
|
(4,437
|
)
|
||||||
Mortgage loans held for sale
|
(2,691
|
)
|
|
1,663
|
|
|
(1,028
|
)
|
|
1,248
|
|
|
(369
|
)
|
|
879
|
|
||||||
Securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Taxable
|
581
|
|
|
1,522
|
|
|
2,103
|
|
|
(220
|
)
|
|
(421
|
)
|
|
(641
|
)
|
||||||
Tax-exempt
|
(1,082
|
)
|
|
365
|
|
|
(717
|
)
|
|
976
|
|
|
(1,130
|
)
|
|
(154
|
)
|
||||||
Interest-bearing balances with banks
|
1,252
|
|
|
603
|
|
|
1,855
|
|
|
75
|
|
|
169
|
|
|
244
|
|
||||||
Total interest-earning assets
|
44,352
|
|
|
3,095
|
|
|
47,447
|
|
|
66,609
|
|
|
(738
|
)
|
|
65,871
|
|
||||||
Interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest-bearing demand deposits
|
1,375
|
|
|
2,310
|
|
|
3,685
|
|
|
939
|
|
|
214
|
|
|
1,153
|
|
||||||
Savings deposits
|
29
|
|
|
(7
|
)
|
|
22
|
|
|
64
|
|
|
(13
|
)
|
|
51
|
|
||||||
Time deposits
|
1,098
|
|
|
1,959
|
|
|
3,057
|
|
|
1,428
|
|
|
1,509
|
|
|
2,937
|
|
||||||
Borrowed funds
|
(3,307
|
)
|
|
6,249
|
|
|
2,942
|
|
|
2,900
|
|
|
(559
|
)
|
|
2,341
|
|
||||||
Total interest-bearing liabilities
|
(805
|
)
|
|
10,511
|
|
|
9,706
|
|
|
5,331
|
|
|
1,151
|
|
|
6,482
|
|
||||||
Change in net interest income
|
$
|
45,157
|
|
|
$
|
(7,416
|
)
|
|
$
|
37,741
|
|
|
$
|
61,278
|
|
|
$
|
(1,889
|
)
|
|
$
|
59,389
|
|
(1)
|
Represents information associated with purchased loans covered under loss sharing agreements prior to the termination of such agreements on December 8, 2016.
|
|
Amount
|
|
Yield
|
|||
Available for Sale:
|
|
|
|
|||
Obligations of other U.S. Government agencies and corporations
|
|
|
|
|||
Maturing within one year
|
$
|
1,000
|
|
|
1.34
|
%
|
Maturing after one year through five years
|
2,554
|
|
|
2.41
|
%
|
|
Obligations of states and political subdivisions
|
|
|
|
|||
Maturing within one year
|
22,584
|
|
|
4.96
|
%
|
|
Maturing after one year through five years
|
68,876
|
|
|
5.14
|
%
|
|
Maturing after five years through ten years
|
74,161
|
|
|
4.06
|
%
|
|
Maturing after ten years
|
62,968
|
|
|
5.01
|
%
|
|
Trust preferred securities
|
|
|
|
|||
Maturing after ten years
|
12,442
|
|
|
2.19
|
%
|
|
Other debt securities - corporate debt
|
|
|
|
|||
Maturing after five years through ten years
|
7,141
|
|
|
4.96
|
%
|
|
Residential mortgage backed securities:
|
|
|
|
|||
Government agency MBS
|
196,121
|
|
|
2.19
|
%
|
|
Government agency CMO
|
180,258
|
|
|
2.33
|
%
|
|
Commercial mortgage backed securities:
|
|
|
|
|||
Government agency MBS
|
31,015
|
|
|
3.10
|
%
|
|
Government agency CMO
|
5,019
|
|
|
3.11
|
%
|
|
Other debt securities
|
9,965
|
|
|
1.87
|
%
|
|
|
$
|
674,104
|
|
|
3.09
|
%
|
|
One Year or Less
|
|
After One Year
Through Five Years
|
|
After Five Years
|
|
Total
|
||||||||
Commercial, financial, agricultural
|
$
|
513,506
|
|
|
$
|
437,691
|
|
|
$
|
88,196
|
|
|
$
|
1,039,393
|
|
Lease financing
|
5,077
|
|
|
41,218
|
|
|
7,718
|
|
|
54,013
|
|
||||
Real estate – construction
|
459,036
|
|
|
85,179
|
|
|
89,174
|
|
|
633,389
|
|
||||
Real estate – 1-4 family mortgage
|
831,932
|
|
|
585,670
|
|
|
926,119
|
|
|
2,343,721
|
|
||||
Real estate – commercial mortgage
|
1,089,151
|
|
|
1,628,762
|
|
|
709,617
|
|
|
3,427,530
|
|
||||
Installment loans to individuals
|
46,921
|
|
|
68,500
|
|
|
6,855
|
|
|
122,276
|
|
||||
|
$
|
2,945,623
|
|
|
$
|
2,847,020
|
|
|
$
|
1,827,679
|
|
|
$
|
7,620,322
|
|
|
Interest Sensitivity
|
||||||
|
Fixed
Rate
|
|
Variable
Rate
|
||||
Due after one year through five years
|
$
|
2,363,096
|
|
|
$
|
483,924
|
|
Due after five years
|
982,976
|
|
|
844,703
|
|
||
|
$
|
3,346,072
|
|
|
$
|
1,328,627
|
|
|
Certificates of
Deposit
|
|
Other
|
||||
Three Months or Less
|
$
|
118,472
|
|
|
$
|
30,635
|
|
Over Three through Six Months
|
87,387
|
|
|
23,065
|
|
||
Over Six through Twelve Months
|
214,132
|
|
|
30,308
|
|
||
Over 12 Months
|
495,172
|
|
|
5,002
|
|
||
|
$
|
915,163
|
|
|
$
|
89,010
|
|
(thousands)
|
December 31, 2017
|
||
|
Commercial Real Estate
|
||
Owner-occupied
|
$
|
1,374,455
|
|
Non-owner occupied
|
1,873,692
|
|
|
Construction
|
633,389
|
|
|
Land Development:
|
|
||
1-4 family mortgage
|
99,225
|
|
|
Commercial mortgage
|
179,383
|
|
|
Total Commercial real estate loans
|
$
|
4,160,144
|
|
—
|
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, while similarly-intense pricing competition for deposits dictates that we raise our deposit rates in line with the general increase in market rates. 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
|
||||||||
2017
|
|
|
|
|
|
||||||
1st Quarter
|
$
|
0.18
|
|
|
$
|
43.15
|
|
|
$
|
37.78
|
|
2nd Quarter
|
0.18
|
|
|
45.16
|
|
|
38.87
|
|
|||
3rd Quarter
|
0.18
|
|
|
45.32
|
|
|
37.68
|
|
|||
4th Quarter
|
0.19
|
|
|
44.22
|
|
|
39.11
|
|
|||
|
|
|
|
|
|
||||||
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
|
|
|
|
|
|
|
|
|
|
|
|
Period Ending December 31,
|
||||||||||||||||||||||
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
||||||||||||
Renasant Corporation
|
$
|
100.00
|
|
|
$
|
168.87
|
|
|
$
|
159.02
|
|
|
$
|
193.20
|
|
|
$
|
241.80
|
|
|
$
|
238.39
|
|
NASDAQ Market Index
|
100.00
|
|
|
140.12
|
|
|
160.78
|
|
|
171.97
|
|
|
187.22
|
|
|
242.71
|
|
||||||
SNL Geographic Index, Southeast
(1)
|
100.00
|
|
|
135.52
|
|
|
152.63
|
|
|
150.24
|
|
|
199.45
|
|
|
246.72
|
|
(1)
|
The SNL Geographic Index, Southeast, is a peer group of
77
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,
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Interest income
|
$
|
374,750
|
|
|
$
|
329,138
|
|
|
$
|
263,023
|
|
|
$
|
226,409
|
|
|
$
|
180,604
|
|
Interest expense
|
37,853
|
|
|
28,147
|
|
|
21,665
|
|
|
23,927
|
|
|
23,471
|
|
|||||
Net interest income
|
336,897
|
|
|
300,991
|
|
|
241,358
|
|
|
202,482
|
|
|
157,133
|
|
|||||
Provision for loan losses
|
7,550
|
|
|
7,530
|
|
|
4,750
|
|
|
6,167
|
|
|
10,350
|
|
|||||
Noninterest income
|
132,140
|
|
|
137,415
|
|
|
108,270
|
|
|
80,509
|
|
|
71,891
|
|
|||||
Noninterest expense
|
301,618
|
|
|
295,099
|
|
|
245,114
|
|
|
190,937
|
|
|
172,928
|
|
|||||
Income before income taxes
|
159,869
|
|
|
135,777
|
|
|
99,764
|
|
|
85,887
|
|
|
45,746
|
|
|||||
Income taxes
|
67,681
|
|
|
44,847
|
|
|
31,750
|
|
|
26,305
|
|
|
12,259
|
|
|||||
Net income
|
$
|
92,188
|
|
|
$
|
90,930
|
|
|
$
|
68,014
|
|
|
$
|
59,582
|
|
|
$
|
33,487
|
|
Per Common Share
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income – Basic
|
$
|
1.97
|
|
|
$
|
2.18
|
|
|
$
|
1.89
|
|
|
$
|
1.89
|
|
|
$
|
1.23
|
|
Net income – Diluted
|
1.96
|
|
|
2.17
|
|
|
1.88
|
|
|
1.88
|
|
|
1.22
|
|
|||||
Book value at December 31
|
30.72
|
|
|
27.81
|
|
|
25.73
|
|
|
22.56
|
|
|
21.21
|
|
|||||
Closing price
(2)
|
40.89
|
|
|
42.22
|
|
|
34.41
|
|
|
28.93
|
|
|
31.46
|
|
|||||
Cash dividends declared and paid
|
0.73
|
|
|
0.71
|
|
|
0.68
|
|
|
0.68
|
|
|
0.68
|
|
|||||
Dividend payout
|
37.24
|
%
|
|
32.72
|
%
|
|
36.17
|
%
|
|
36.17
|
%
|
|
55.74
|
%
|
|||||
At December 31,
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets
|
$
|
9,829,981
|
|
|
$
|
8,699,851
|
|
|
$
|
7,926,496
|
|
|
$
|
5,805,129
|
|
|
$
|
5,746,270
|
|
Loans, net of unearned income
|
7,620,322
|
|
|
6,202,709
|
|
|
5,413,462
|
|
|
3,987,874
|
|
|
3,881,018
|
|
|||||
Securities
|
671,488
|
|
|
1,030,530
|
|
|
1,105,205
|
|
|
983,747
|
|
|
913,329
|
|
|||||
Deposits
|
7,921,075
|
|
|
7,059,137
|
|
|
6,218,602
|
|
|
4,838,418
|
|
|
4,841,912
|
|
|||||
Borrowings
|
297,360
|
|
|
312,135
|
|
|
570,496
|
|
|
188,825
|
|
|
171,875
|
|
|||||
Shareholders’ equity
|
1,514,983
|
|
|
1,232,883
|
|
|
1,036,818
|
|
|
711,651
|
|
|
665,652
|
|
|||||
Selected Ratios
|
|
|
|
|
|
|
|
|
|
||||||||||
Return on average:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
0.97
|
%
|
|
1.08
|
%
|
|
0.99
|
%
|
|
1.02
|
%
|
|
0.71
|
%
|
|||||
Shareholders’ equity
|
6.68
|
%
|
|
8.15
|
%
|
|
7.76
|
%
|
|
8.61
|
%
|
|
6.01
|
%
|
|||||
Average shareholders’ equity to average assets
|
14.52
|
%
|
|
13.26
|
%
|
|
12.76
|
%
|
|
11.89
|
%
|
|
11.78
|
%
|
|||||
At December 31,
|
|
|
|
|
|
|
|
|
|
||||||||||
Shareholders’ equity to assets
|
15.41
|
%
|
|
14.17
|
%
|
|
13.08
|
%
|
|
12.26
|
%
|
|
11.58
|
%
|
|||||
Allowance for loan losses to total loans, net of unearned income
(3)
|
0.83
|
%
|
|
0.91
|
%
|
|
1.11
|
%
|
|
1.29
|
%
|
|
1.65
|
%
|
|||||
Allowance for loan losses to nonperforming loans
(3)
|
348.37
|
%
|
|
320.08
|
%
|
|
283.46
|
%
|
|
209.49
|
%
|
|
248.90
|
%
|
|||||
Nonperforming loans to total loans, net of unearned income
(3)
|
0.24
|
%
|
|
0.28
|
%
|
|
0.39
|
%
|
|
0.62
|
%
|
|
0.66
|
%
|
(1)
|
Selected consolidated financial data includes the effect of mergers and other acquisition transactions from the date of each merger or other transaction. On July 1, 2017, Renasant Corporation acquired Metropolitan BancGroup, Inc., a Delaware corporation ("Metropolitan"), headquartered in Ridgeland, Mississippi. On April 1, 2016, Renasant Bank, Renasnat Corporation's wholly-owned subsidiary, acquired KeyWorth Bank, a Georgia banking 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. For additional information about the Metropolitan and KeyWorth acquisitions, please 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, in this Annual Report on Form 10-K. For additional information about the Heritage acquisition, please 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 in Renasant’s
|
(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 Metropolitan, KeyWorth, Heritage and First M&F and assets covered under loss share agreements with the FDIC. Effective December 8, 2016, Renasant Bank entered into an agreement with the FDIC that terminated all of the loss share agreements.
|
—
|
The Tax Cuts and Jobs Act, enacted on December 22, 2017, among other things, permanently lowered the federal corporate tax rate, effective for tax years including or beginning January 1, 2018. United States generally accepted accounting principles required the Company to revalue its net deferred tax assets on the date of enactment based on the reduction in the overall future tax benefit expected to be realized at the lower tax rate implemented by the new legislation. After reviewing the Company's inventory of deferred tax assets and liabilities on the date of enactment and giving consideration to the future impact of the lower corporate tax rates and other provisions of the new legislation, the Company's revaluation of its net deferred tax assets was $14,486. This write-down lowered our diluted EPS for 2017 by $0.31.
|
—
|
In order to delay the adverse impact of the Durbin Amendment to the Dodd-Frank Act, which, among other things, imposes limitations on the amount of debit card interchange fees certain banking institutions may collect, the Company successfully initiated several strategic initiatives, described in more detail later in this Item 7, to manage its consolidated assets below $10,000,000 at December 31, 2017, which is the threshold at which bank holding companies would be subject to the Durbin Amendment. The pre-tax cost of the overall initiative for the fourth quarter of 2017, which includes interest income foregone on the securities and mortgage loans sold, was approximately $450, which amount was slightly offset by a pre-tax gain of $91 resulting from the sale of certain investment securities.
|
—
|
Effective July 1, 2017, the Company completed its acquisition of Metropolitan BancGroup, Inc., a bank holding company headquartered in Ridgeland, Mississippi (“Metropolitan”), in a transaction valued at $219,461. The Company issued approximately 4.9 million shares of its common stock and paid $4,764 to Metropolitan stock option holders for 100% of the voting equity interest in Metropolitan. On July 1, 2017, Metropolitan operated eight banking locations in Nashville and Memphis, Tennessee and the Jackson, Mississippi Metropolitan Statistical 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 $1,350,881, including loans held for investment and loans held for sale with a fair value of $967,804, and assumed liabilities with a fair value of $1,137,291, including deposits with a fair value of $942,084. At the acquisition date, $140,512 of goodwill and $6,966 of core deposit intangible assets were recorded.
|
—
|
Effective April 1, 2016, the Company completed its acquisition of KeyWorth Bank, a Georgia banking corporation (“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 six banking locations in the Atlanta metropolitan area. Including the effect of purchase accounting adjustments, 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 of Heritage Financial Group, Inc., a bank holding company headquartered in Albany, Georgia (“Heritage”), in a transaction valued at approximately $295,444. Including the effect of purchase accounting adjustments, the Company acquired assets with a fair value of $2,019,977, and assumed liabilities with a fair value of $1,724,533, including deposits with a fair value of $1,375,354.
|
—
|
In December 2016, the Bank entered into an agreement with the Federal Deposit Insurance Corporation (the "FDIC") to terminate all of the Bank's loss share agreements. As part of this termination, we made a $4,849 payment to the FDIC. The Company incurred a one-time pre-tax charge of $2,053 in connection with the termination of the agreement, which impacted diluted EPS in 2016 by $0.04.
|
—
|
In December 2016, the Company completed the underwritten public offering of 2,135,000 shares of common stock at a public offering price of $41.50 per share resulting in net proceeds to the Company of $84,105.
|
—
|
In August 2016, the Company completed the public offering and sale of $60,000 of the Company's 5.00% fixed-to-floating rate subordinated notes due September 1, 2026, and $40,000 of its 5.50% fixed-to-floating rate subordinated notes due September 1, 2031 (collectively, the "Notes"). The sale of the Notes resulted in net proceeds to the Company of $98,167 and qualify as Tier 2 capital. A portion of the proceeds was used to prepay approximately $38,900 in borrowings from the FHLB resulting in a penalty charge of approximately $2,200. Together with other penalties incurred in the prepayment of other borrowings in 2016, the penalty had an impact to diluted EPS of $0.04.
|
—
|
Net interest income increased 11.93% to $336,897 for 2017 as compared to $300,991 for 2016; net interest income was $241,358 for 2015. Interest income on a tax equivalent basis increased 14.11% to $383,596 for 2017 from $336,149 for 2016. The increase since 2015 was due primarily to the increase in average earnings assets from the acquisitions of Metropolitan and KeyWorth, as well as the full-year impact of the earning assets acquired in connection with the Heritage acquisition completed in July 2015, 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. The increases to the target federal funds rate implemented by the Federal Reserve Board in each of December 2015, December 2016, and March, June and December 2017 resulted in higher yields on loans in our portfolio that earn a variable rate of interest. The Company was able to manage the cost of its deposits with these interest rate increases such that interest expense increased at a much lower rate during this time.
|
—
|
Net charge-offs as a percentage of average loans decreased to 0.06% in 2017 compared to 0.12% in 2016. Net charge-offs as a percentage of average loans was 0.10% in 2015. The provision for loan losses was $7,550 for 2017 compared to $7,530 for 2016 and $4,750 for 2015.
|
—
|
Noninterest income was $132,140 for 2017 compared to $137,415 for 2016 and $108,270 for 2015. The overall growth in noninterest income since 2015 is primarily attributable to the Metropolitan and KeyWorth acquisitions, as well as the twelve-month impact of the Heritage acquisition, and organic growth in our mortgage division. The decrease in noninterest income from 2016 to 2017 is primarily attributable to a year-over-year decrease in mortgage banking income, which was driven by lower mortgage loan originations.
|
—
|
Noninterest expense was $301,618, $295,099 and $245,114 for 2017, 2016 and 2015, respectively. The increase in noninterest expense and its related components since 2015 is primarily attributable to the Metropolitan and KeyWorth acquisitions, as well as the twelve-month impact of the Heritage acquisition. The Company recorded merger expense related to its recent acquisitions of $10,378, $4,023 and $11,614 in 2017, 2016 and 2015, respectively, which impacted diluted EPS in each year by $0.15, $0.06 and $0.23, respectively.
|
—
|
Loans, net of unearned income, were $7,620,322 at December 31, 2017 compared to $6,202,709 in 2016 and $5,413,462 in 2015. Excluding purchased loans of $2,031,766 at December 31, 2017, the portfolio increased by $874,984, or 18.56%, from December 31, 2016.
|
—
|
Deposits totaled $7,921,075 at December 31, 2017 compared to $7,059,137 at December 31, 2016 and $6,218,602 at December 31, 2015. The growth in deposits from 2016 to 2017 was partially attributable to the acquisition of Metropolitan, which added $942,084 in deposits at acquisition. Noninterest bearing deposits averaged $1,724,834, or 22.64% of average deposits, for 2017 compared to $1,467,881, or 22.00% of average deposits, for 2016 and $1,125,969, or 20.29% of average deposits, for 2015.
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Diluted EPS
|
$
|
1.96
|
|
|
$
|
2.17
|
|
|
$
|
1.88
|
|
|
$
|
1.88
|
|
|
$
|
1.22
|
|
Diluted EPS Growth
|
(9.68
|
)%
|
|
15.43
|
%
|
|
—
|
%
|
|
54.10
|
%
|
|
15.09
|
%
|
|||||
Shareholders’ equity to assets
|
15.41
|
%
|
|
14.17
|
%
|
|
13.08
|
%
|
|
12.26
|
%
|
|
11.58
|
%
|
|||||
Tangible shareholders’ equity to tangible assets
(1)
|
9.56
|
%
|
|
9.00
|
%
|
|
7.54
|
%
|
|
7.52
|
%
|
|
6.64
|
%
|
|||||
Return on Average Assets
|
0.97
|
%
|
|
1.08
|
%
|
|
0.99
|
%
|
|
1.02
|
%
|
|
0.71
|
%
|
|||||
Return on Average Tangible Assets
(1)
|
1.08
|
%
|
|
1.20
|
%
|
|
1.11
|
%
|
|
1.15
|
%
|
|
0.79
|
%
|
|||||
Return on Average Shareholders’ Equity
|
6.68
|
%
|
|
8.15
|
%
|
|
7.76
|
%
|
|
8.61
|
%
|
|
6.01
|
%
|
|||||
Return on Average Tangible Shareholders’ Equity
(1)
|
11.84
|
%
|
|
15.28
|
%
|
|
14.50
|
%
|
|
16.25
|
%
|
|
10.83
|
%
|
(1)
|
These performance indicators are non-GAAP financial measures. A reconciliation of these financial measures from GAAP to non-GAAP can be found under the “Non-GAAP Financial Measures” heading below.
|
Efficiency Ratio
|
||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Interest income (fully tax equivalent basis)
|
|
$
|
383,596
|
|
|
$
|
336,149
|
|
|
$
|
270,278
|
|
Interest expense
|
|
37,853
|
|
|
28,147
|
|
|
21,665
|
|
|||
Net interest income (fully tax equivalent basis)
|
|
345,743
|
|
|
308,002
|
|
|
248,613
|
|
|||
|
|
|
|
|
|
|
||||||
Total noninterest income
|
|
132,140
|
|
|
137,415
|
|
|
108,270
|
|
|||
Net gains on sales of securities
|
|
148
|
|
|
1,186
|
|
|
96
|
|
|||
Adjusted noninterest income
|
|
131,992
|
|
|
136,229
|
|
|
108,174
|
|
|||
|
|
|
|
|
|
|
||||||
Total noninterest expense
|
|
301,618
|
|
|
295,099
|
|
|
245,114
|
|
|||
Intangible amortization
|
|
6,530
|
|
|
6,747
|
|
|
6,069
|
|
|||
Merger and conversion related expenses
|
|
10,378
|
|
|
4,023
|
|
|
11,614
|
|
|||
Extinguishment of debt
|
|
205
|
|
|
2,539
|
|
|
—
|
|
|||
Loss share termination
|
|
—
|
|
|
2,053
|
|
|
—
|
|
|||
Adjusted noninterest expense
|
|
284,505
|
|
|
279,737
|
|
|
227,431
|
|
|||
|
|
|
|
|
|
|
||||||
Efficiency Ratio (GAAP)
|
|
63.12
|
%
|
|
66.25
|
%
|
|
68.68
|
%
|
|||
Adjusted Efficiency Ratio (non-GAAP)
|
|
59.55
|
%
|
|
62.97
|
%
|
|
63.74
|
%
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
|
Balance
|
|
% of
Portfolio
|
|
Balance
|
|
% of
Portfolio
|
|
Balance
|
|
% of
Portfolio
|
|||||||||
Obligations of other U.S. Government agencies and corporations
|
$
|
3,564
|
|
|
0.53
|
%
|
|
$
|
16,259
|
|
|
1.58
|
%
|
|
$
|
107,355
|
|
|
9.71
|
%
|
Obligations of states and political subdivisions
|
234,481
|
|
|
34.92
|
|
|
342,181
|
|
|
33.20
|
|
|
357,245
|
|
|
32.32
|
|
|||
Mortgage-backed securities
|
406,765
|
|
|
60.58
|
|
|
631,556
|
|
|
61.29
|
|
|
597,463
|
|
|
54.07
|
|
|||
Trust preferred securities
|
9,388
|
|
|
1.40
|
|
|
18,389
|
|
|
1.78
|
|
|
19,469
|
|
|
1.76
|
|
|||
Other debt securities
|
17,290
|
|
|
2.57
|
|
|
22,145
|
|
|
2.15
|
|
|
19,333
|
|
|
1.75
|
|
|||
Other equity securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,340
|
|
|
0.39
|
|
|||
|
$
|
671,488
|
|
|
100.00
|
%
|
|
$
|
1,030,530
|
|
|
100.00
|
%
|
|
$
|
1,105,205
|
|
|
100.00
|
%
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Commercial, financial, agricultural
|
$
|
1,039,393
|
|
|
$
|
717,490
|
|
|
$
|
636,837
|
|
|
$
|
483,283
|
|
|
$
|
468,963
|
|
Lease financing
|
54,013
|
|
|
46,841
|
|
|
34,815
|
|
|
10,114
|
|
|
52
|
|
|||||
Real estate – construction
|
633,389
|
|
|
552,679
|
|
|
357,665
|
|
|
212,061
|
|
|
161,436
|
|
|||||
Real estate – 1-4 family mortgage
|
2,343,721
|
|
|
1,878,177
|
|
|
1,735,323
|
|
|
1,236,360
|
|
|
1,208,233
|
|
|||||
Real estate – commercial mortgage
|
3,427,530
|
|
|
2,898,895
|
|
|
2,533,729
|
|
|
1,956,914
|
|
|
1,950,572
|
|
|||||
Installment loans to individuals
|
122,276
|
|
|
108,627
|
|
|
115,093
|
|
|
89,142
|
|
|
91,762
|
|
|||||
Total loans, net of unearned income
|
$
|
7,620,322
|
|
|
$
|
6,202,709
|
|
|
$
|
5,413,462
|
|
|
$
|
3,987,874
|
|
|
$
|
3,881,018
|
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|||||
Commercial, financial, agricultural
|
13.64
|
%
|
|
11.57
|
%
|
|
11.76
|
%
|
|
12.12
|
%
|
|
12.08
|
%
|
Lease financing
|
0.71
|
|
|
0.75
|
|
|
0.64
|
|
|
0.25
|
|
|
—
|
|
Real estate – construction
|
8.31
|
|
|
8.91
|
|
|
6.61
|
|
|
5.32
|
|
|
4.16
|
|
Real estate – 1-4 family mortgage
|
30.76
|
|
|
30.28
|
|
|
32.06
|
|
|
31.00
|
|
|
31.13
|
|
Real estate – commercial mortgage
|
44.98
|
|
|
46.74
|
|
|
46.80
|
|
|
49.07
|
|
|
50.26
|
|
Installment loans to individuals
|
1.60
|
|
|
1.75
|
|
|
2.13
|
|
|
2.24
|
|
|
2.37
|
|
Total
|
100.00
|
%
|
|
100.00
|
%
|
|
100.00
|
%
|
|
100.00
|
%
|
|
100.00
|
%
|
•
|
Crescent Bank and Trust Company (Jasper, GA), July 2010
|
•
|
American Trust Bank (Roswell, GA), February 2011
|
•
|
Citizens Bank of Effingham (Springfield, GA), February 2011
|
•
|
First Southern National Bank (Statesboro, GA), August 2011
|
|
December 31, 2017
|
||||||||||||||
|
Non Purchased
|
|
Purchased and Covered
|
|
Purchased
|
|
Total
Loans |
||||||||
Commercial, financial, agricultural
|
$
|
763,823
|
|
|
$
|
—
|
|
|
$
|
275,570
|
|
|
$
|
1,039,393
|
|
Lease financing
|
54,013
|
|
|
—
|
|
|
—
|
|
|
54,013
|
|
||||
Real estate – construction:
|
|
|
|
|
|
|
|
||||||||
Residential
|
178,400
|
|
|
—
|
|
|
25,041
|
|
|
203,441
|
|
||||
Commercial
|
361,345
|
|
|
—
|
|
|
55,734
|
|
|
417,079
|
|
||||
Condominiums
|
7,913
|
|
|
—
|
|
|
4,956
|
|
|
12,869
|
|
||||
Total real estate – construction
|
547,658
|
|
|
|
|
85,731
|
|
|
633,389
|
|
|||||
Real estate – 1-4 family mortgage:
|
|
|
|
|
|
|
|
||||||||
Primary
|
924,468
|
|
|
—
|
|
|
403,637
|
|
|
1,328,105
|
|
||||
Home equity
|
445,149
|
|
|
—
|
|
|
116,990
|
|
|
562,139
|
|
||||
Rental/investment
|
281,662
|
|
|
—
|
|
|
72,590
|
|
|
354,252
|
|
||||
Land development
|
78,255
|
|
|
—
|
|
|
20,970
|
|
|
99,225
|
|
||||
Total real estate – 1-4 family mortgage
|
1,729,534
|
|
|
|
|
614,187
|
|
|
2,343,721
|
|
|||||
Real estate – commercial mortgage:
|
|
|
|
|
|
|
|
||||||||
Owner-occupied
|
938,444
|
|
|
—
|
|
|
436,011
|
|
|
1,374,455
|
|
||||
Non-owner occupied
|
1,319,453
|
|
|
—
|
|
|
554,239
|
|
|
1,873,692
|
|
||||
Land development
|
132,179
|
|
|
—
|
|
|
47,204
|
|
|
179,383
|
|
||||
Total real estate – commercial mortgage
|
2,390,076
|
|
|
—
|
|
|
1,037,454
|
|
|
3,427,530
|
|
||||
Installment loans to individuals
|
103,452
|
|
|
—
|
|
|
18,824
|
|
|
122,276
|
|
||||
Total loans, net of unearned income
|
$
|
5,588,556
|
|
|
$
|
—
|
|
|
$
|
2,031,766
|
|
|
$
|
7,620,322
|
|
|
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 Loans
|
|
Purchased and Covered
|
|
Purchased Loans
|
|
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
|
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Real estate – construction:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential
|
$
|
203,441
|
|
|
$
|
216,311
|
|
|
$
|
168,615
|
|
|
$
|
93,273
|
|
|
$
|
72,132
|
|
Commercial
|
417,079
|
|
|
335,109
|
|
|
186,569
|
|
|
116,263
|
|
|
88,777
|
|
|||||
Condominiums
|
12,869
|
|
|
1,259
|
|
|
2,481
|
|
|
2,525
|
|
|
527
|
|
|||||
Total real estate – construction
|
633,389
|
|
|
552,679
|
|
|
357,665
|
|
|
212,061
|
|
|
161,436
|
|
|||||
Real estate – 1-4 family mortgage:
|
|
|
|
|
|
|
|
|
|
||||||||||
Primary
|
1,328,105
|
|
|
1,029,399
|
|
|
1,031,909
|
|
|
701,735
|
|
|
702,451
|
|
|||||
Home equity
|
562,139
|
|
|
486,599
|
|
|
382,255
|
|
|
296,036
|
|
|
244,036
|
|
|||||
Rental/investment
|
354,252
|
|
|
282,154
|
|
|
251,966
|
|
|
190,879
|
|
|
193,366
|
|
|||||
Land development
|
99,225
|
|
|
80,025
|
|
|
69,193
|
|
|
47,710
|
|
|
68,380
|
|
|||||
Total real estate – 1-4 family mortgage
|
2,343,721
|
|
|
1,878,177
|
|
|
1,735,323
|
|
|
1,236,360
|
|
|
1,208,233
|
|
|||||
Real estate – commercial mortgage:
|
|
|
|
|
|
|
|
|
|
||||||||||
Owner-occupied
|
1,374,455
|
|
|
1,212,265
|
|
|
1,082,554
|
|
|
865,361
|
|
|
789,918
|
|
|||||
Non-owner occupied
|
1,873,692
|
|
|
1,504,131
|
|
|
1,272,259
|
|
|
944,428
|
|
|
989,158
|
|
|||||
Land development
|
179,383
|
|
|
182,499
|
|
|
178,916
|
|
|
147,125
|
|
|
171,496
|
|
|||||
Total real estate – commercial mortgage
|
3,427,530
|
|
|
2,898,895
|
|
|
2,533,729
|
|
|
1,956,914
|
|
|
1,950,572
|
|
|||||
Total loans secured by real estate
|
$
|
6,404,640
|
|
|
$
|
5,329,751
|
|
|
$
|
4,626,717
|
|
|
$
|
3,405,335
|
|
|
$
|
3,320,241
|
|
Noninterest-Bearing Deposits to Total Deposits
|
||||
2017
|
|
2016
|
|
2015
|
23.23%
|
|
22.12%
|
|
20.56%
|
|
Twelve Months Ended December 31,
|
||||||||||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||||||||
|
Pre-tax
|
After-tax
|
Impact to Diluted EPS
|
|
Pre-tax
|
After-tax
|
Impact to Diluted EPS
|
|
Pre-tax
|
After-tax
|
Impact to Diluted EPS
|
||||||||||||||||||
Revaluation of net deferred tax assets
|
$
|
—
|
|
$
|
14,486
|
|
$
|
0.31
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Merger and Conversion expenses
|
10,378
|
|
6,925
|
|
0.15
|
|
|
4,023
|
|
2,694
|
|
0.06
|
|
|
11,614
|
|
7,918
|
|
0.23
|
|
|||||||||
Debt prepayment penalty
|
205
|
|
137
|
|
—
|
|
|
2,539
|
|
1,700
|
|
0.04
|
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Loss share termination
|
—
|
|
—
|
|
—
|
|
|
2,053
|
|
1,495
|
|
0.04
|
|
|
—
|
|
—
|
|
—
|
|
|
Twelve months ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Taxable equivalent net interest income, as reported
|
$
|
345,743
|
|
|
$
|
308,002
|
|
|
$
|
248,613
|
|
Interest income collected (foregone) on problem loans
|
8,807
|
|
|
4,581
|
|
|
1,971
|
|
|||
Accretable yield recognized on purchased loans
(1)
|
23,151
|
|
|
29,436
|
|
|
20,095
|
|
|||
Taxable equivalent net interest income, adjusted
|
$
|
313,785
|
|
|
$
|
273,985
|
|
|
$
|
226,547
|
|
|
|
|
|
|
|
||||||
Average earning assets
|
$
|
8,301,230
|
|
|
$
|
7,296,296
|
|
|
$
|
5,974,000
|
|
|
|
|
|
|
|
||||||
Net interest margin, as reported
|
4.16
|
%
|
|
4.22
|
%
|
|
4.16
|
%
|
|||
Net interest margin, adjusted
|
3.78
|
%
|
|
3.76
|
%
|
|
3.79
|
%
|
(1)
|
Includes additional interest income recognized in connection with the acceleration of paydowns and payoffs from purchased loans of $10,932, $14,555 and $9,201 for the
twelve months ended December 31, 2017
,
2016
and
2015
, respectively, which increased net interest margin by 13 basis points, 20 basis points and 15 basis points for the same periods, respectively.
|
|
Percentage of Total
|
|
Yield
|
||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||
Loans
|
82.59
|
%
|
|
80.81
|
%
|
|
77.56
|
%
|
|
4.97
|
%
|
|
5.01
|
%
|
|
4.96
|
%
|
Mortgage loans held for sale
|
2.10
|
|
|
3.25
|
|
|
3.39
|
|
|
4.28
|
|
|
3.58
|
|
|
3.76
|
|
Securities
|
12.96
|
|
|
14.71
|
|
|
17.80
|
|
|
3.09
|
|
|
2.97
|
|
|
3.07
|
|
Other
|
2.35
|
|
|
1.23
|
|
|
1.25
|
|
|
1.19
|
|
|
0.51
|
|
|
0.29
|
|
Total earning assets
|
100.00
|
%
|
|
100.00
|
%
|
|
100.00
|
%
|
|
4.62
|
%
|
|
4.61
|
%
|
|
4.52
|
%
|
|
Twelve months ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Taxable equivalent interest income on loans, as reported
|
$
|
340,567
|
|
|
$
|
295,333
|
|
|
$
|
229,790
|
|
Interest income collected (foregone) on problem loans
|
8,807
|
|
|
4,581
|
|
|
1,971
|
|
|||
Accretable yield recognized on purchased loans
(1)
|
23,151
|
|
|
29,436
|
|
|
20,095
|
|
|||
Taxable equivalent interest income on loans, adjusted
|
$
|
308,609
|
|
|
$
|
261,316
|
|
|
$
|
207,724
|
|
|
|
|
|
|
|
||||||
Average loans
|
$
|
6,855,802
|
|
|
$
|
5,895,972
|
|
|
$
|
4,633,634
|
|
|
|
|
|
|
|
||||||
Taxable equivalent loan yield, as reported
|
4.97
|
%
|
|
5.01
|
%
|
|
4.96
|
%
|
|||
Taxable equivalent loan yield, adjusted
|
4.50
|
%
|
|
4.43
|
%
|
|
4.48
|
%
|
(1)
|
Includes additional interest income recognized in connection with the acceleration of paydowns and payoffs from purchased loans of $10,932, $14,555 and $9,201 for the
twelve months ended December 31, 2017
,
2016
and
2015
, respectively, which increased loan yield by 16 basis points, 25 basis points and 20 basis points for the same periods, respectively.
|
|
Percentage of Total
|
|
Cost of Funds
|
||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||
Noninterest-bearing demand
|
21.46
|
%
|
|
20.40
|
%
|
|
19.01
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Interest-bearing demand
|
44.91
|
|
|
42.96
|
|
|
43.82
|
|
|
0.26
|
|
|
0.19
|
|
|
0.18
|
|
Savings
|
7.06
|
|
|
7.30
|
|
|
7.32
|
|
|
0.07
|
|
|
0.07
|
|
|
0.07
|
|
Time deposits
|
21.35
|
|
|
22.06
|
|
|
23.50
|
|
|
0.85
|
|
|
0.73
|
|
|
0.62
|
|
Short-term borrowings
|
2.71
|
|
|
4.96
|
|
|
3.77
|
|
|
1.22
|
|
|
0.45
|
|
|
0.18
|
|
Long-term Federal Home Loan Bank advances
|
0.10
|
|
|
0.50
|
|
|
0.98
|
|
|
3.40
|
|
|
4.02
|
|
|
4.14
|
|
Subordinated notes
|
1.32
|
|
|
0.49
|
|
|
—
|
|
|
5.59
|
|
|
5.45
|
|
|
—
|
|
Other long-term borrowed funds
|
1.09
|
|
|
1.33
|
|
|
1.60
|
|
|
5.01
|
|
|
5.56
|
|
|
5.40
|
|
Total deposits and borrowed funds
|
100.00
|
%
|
|
100.00
|
%
|
|
100.00
|
%
|
|
0.47
|
%
|
|
0.39
|
%
|
|
0.37
|
%
|
Noninterest Income to Average Assets
|
||||
(Excludes securities gains/losses)
|
||||
2017
|
|
2016
|
|
2015
|
1.39%
|
|
1.62%
|
|
1.57%
|
|
2017
|
|
2016
|
|
2015
|
||||||
Mortgage servicing income, net
|
$
|
1,796
|
|
|
$
|
268
|
|
|
$
|
127
|
|
Gain on sales of loans, net
|
19,675
|
|
|
31,654
|
|
|
25,292
|
|
|||
Fees, net
|
21,944
|
|
|
17,521
|
|
|
10,396
|
|
|||
Mortgage banking income, net
|
$
|
43,415
|
|
|
$
|
49,443
|
|
|
$
|
35,815
|
|
Noninterest Expense to Average Assets
|
||||
2017
|
|
2016
|
|
2015
|
3.17%
|
|
3.51%
|
|
3.57%
|
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
|
||||
|
2017
|
|
2016
|
|
2015
|
Efficiency ratio
|
63.12%
|
|
66.25%
|
|
68.68%
|
Impact on efficiency ratio from:
|
|
|
|
|
|
Net gains on sales of securities
|
0.02
|
|
0.17
|
|
0.02
|
Intangible amortization
|
(1.37)
|
|
(1.52)
|
|
(1.70)
|
Merger and conversion related expenses
|
(2.18)
|
|
(0.90)
|
|
(3.26)
|
Extinguishment of debt
|
(0.04)
|
|
(0.57)
|
|
—
|
Loss share termination
|
—
|
|
(0.46)
|
|
—
|
Adjusted efficiency ratio
|
59.55%
|
|
62.97%
|
|
63.74%
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Commercial, financial, agricultural
|
$
|
5,542
|
|
|
$
|
5,486
|
|
|
$
|
4,186
|
|
|
$
|
3,305
|
|
|
$
|
3,090
|
|
Real estate – construction
|
3,428
|
|
|
2,380
|
|
|
1,852
|
|
|
1,415
|
|
|
1,091
|
|
|||||
Real estate – 1-4 family mortgage
|
12,009
|
|
|
14,294
|
|
|
13,908
|
|
|
13,549
|
|
|
18,629
|
|
|||||
Real estate – commercial mortgage
|
23,384
|
|
|
19,059
|
|
|
21,111
|
|
|
22,759
|
|
|
23,688
|
|
|||||
Installment loans to individuals
(1)
|
1,848
|
|
|
1,518
|
|
|
1,380
|
|
|
1,261
|
|
|
1,167
|
|
|||||
Total
|
$
|
46,211
|
|
|
$
|
42,737
|
|
|
$
|
42,437
|
|
|
$
|
42,289
|
|
|
$
|
47,665
|
|
(1)
|
Includes lease financing receivables.
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Specific reserves for impaired loans
|
$
|
2,674
|
|
|
$
|
4,141
|
|
|
$
|
7,600
|
|
|
$
|
10,256
|
|
|
$
|
14,650
|
|
Allocated reserves for remaining portfolio
|
41,760
|
|
|
35,776
|
|
|
33,131
|
|
|
30,308
|
|
|
32,371
|
|
|||||
Acquired with deteriorated credit quality
|
1,777
|
|
|
2,820
|
|
|
1,706
|
|
|
1,725
|
|
|
644
|
|
|||||
Total
|
$
|
46,211
|
|
|
$
|
42,737
|
|
|
$
|
42,437
|
|
|
$
|
42,289
|
|
|
$
|
47,665
|
|
Provision for Loan Losses to Average Loans
|
||||
2017
|
|
2016
|
|
2015
|
0.11%
|
|
0.13%
|
|
0.10%
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Balance at beginning of year
|
$
|
42,737
|
|
|
$
|
42,437
|
|
|
$
|
42,289
|
|
|
$
|
47,665
|
|
|
$
|
44,347
|
|
Provision for loan losses
|
7,550
|
|
|
7,530
|
|
|
4,750
|
|
|
6,167
|
|
|
10,350
|
|
|||||
Charge-offs
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial, financial, agricultural
|
2,874
|
|
|
2,725
|
|
|
943
|
|
|
1,516
|
|
|
1,184
|
|
|||||
Lease financing
|
87
|
|
|
—
|
|
|
419
|
|
|
—
|
|
|
—
|
|
|||||
Real estate – construction
|
—
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|
—
|
|
|||||
Real estate – 1-4 family mortgage
|
1,713
|
|
|
3,906
|
|
|
2,173
|
|
|
5,662
|
|
|
3,093
|
|
|||||
Real estate – commercial mortgage
|
1,791
|
|
|
2,123
|
|
|
2,613
|
|
|
6,186
|
|
|
4,782
|
|
|||||
Installment loans to individuals
|
543
|
|
|
717
|
|
|
602
|
|
|
495
|
|
|
492
|
|
|||||
Total charge-offs
|
7,008
|
|
|
9,471
|
|
|
6,776
|
|
|
13,859
|
|
|
9,551
|
|
|||||
Recoveries
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial, financial, agricultural
|
422
|
|
|
331
|
|
|
361
|
|
|
455
|
|
|
356
|
|
|||||
Lease financing
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Real estate – construction
|
105
|
|
|
47
|
|
|
26
|
|
|
33
|
|
|
75
|
|
|||||
Real estate – 1-4 family mortgage
|
733
|
|
|
997
|
|
|
1,064
|
|
|
1,325
|
|
|
1,044
|
|
|||||
Real estate – commercial mortgage
|
1,565
|
|
|
757
|
|
|
614
|
|
|
436
|
|
|
980
|
|
|||||
Installment loans to individuals
|
107
|
|
|
109
|
|
|
109
|
|
|
67
|
|
|
64
|
|
|||||
Total recoveries
|
2,932
|
|
|
2,241
|
|
|
2,174
|
|
|
2,316
|
|
|
2,519
|
|
|||||
Net charge-offs
|
4,076
|
|
|
7,230
|
|
|
4,602
|
|
|
11,543
|
|
|
7,032
|
|
|||||
Balance at end of year
|
$
|
46,211
|
|
|
$
|
42,737
|
|
|
$
|
42,437
|
|
|
$
|
42,289
|
|
|
$
|
47,665
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net charge-offs to average loans
|
0.06
|
%
|
|
0.12
|
%
|
|
0.10
|
%
|
|
0.29
|
%
|
|
0.22
|
%
|
|||||
Net charge-offs to allowance for loan losses
|
8.82
|
%
|
|
16.92
|
%
|
|
10.84
|
%
|
|
27.30
|
%
|
|
14.75
|
%
|
|||||
Allowance for loan losses to loans
|
0.61
|
%
|
|
0.69
|
%
|
|
0.78
|
%
|
|
1.06
|
%
|
|
1.23
|
%
|
|||||
Allowance for loan losses to loans
(1)
|
0.83
|
%
|
|
0.91
|
%
|
|
1.11
|
%
|
|
1.29
|
%
|
|
1.65
|
%
|
|||||
Allowance for loan losses to nonperforming loans
(1)
|
348.37
|
%
|
|
320.08
|
%
|
|
283.46
|
%
|
|
209.49
|
%
|
|
248.90
|
%
|
(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).
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Real estate – construction:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential
|
$
|
(105
|
)
|
|
$
|
(45
|
)
|
|
$
|
5
|
|
|
$
|
(33
|
)
|
|
$
|
(75
|
)
|
Commercial
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Condominiums
|
—
|
|
|
(2
|
)
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|||||
Total real estate – construction
|
(105
|
)
|
|
(47
|
)
|
|
—
|
|
|
(33
|
)
|
|
(75
|
)
|
|||||
Real estate – 1-4 family mortgage:
|
|
|
|
|
|
|
|
|
|
||||||||||
Primary
|
1,058
|
|
|
941
|
|
|
1,141
|
|
|
953
|
|
|
469
|
|
|||||
Home equity
|
221
|
|
|
210
|
|
|
68
|
|
|
878
|
|
|
1,019
|
|
|||||
Rental/investment
|
(131
|
)
|
|
121
|
|
|
179
|
|
|
702
|
|
|
344
|
|
|||||
Land development
|
(168
|
)
|
|
1,637
|
|
|
(279
|
)
|
|
1,804
|
|
|
217
|
|
|||||
Total real estate – 1-4 family mortgage
|
980
|
|
|
2,909
|
|
|
1,109
|
|
|
4,337
|
|
|
2,049
|
|
|||||
Real estate – commercial mortgage:
|
|
|
|
|
|
|
|
|
|
||||||||||
Owner-occupied
|
335
|
|
|
522
|
|
|
1,976
|
|
|
1,649
|
|
|
802
|
|
|||||
Non-owner occupied
|
184
|
|
|
439
|
|
|
177
|
|
|
2,981
|
|
|
2,235
|
|
|||||
Land development
|
(293
|
)
|
|
405
|
|
|
(154
|
)
|
|
1,120
|
|
|
765
|
|
|||||
Total real estate – commercial mortgage
|
226
|
|
|
1,366
|
|
|
1,999
|
|
|
5,750
|
|
|
3,802
|
|
|||||
Total net charge-offs of loans secured by real estate
|
$
|
1,101
|
|
|
$
|
4,228
|
|
|
$
|
3,108
|
|
|
$
|
10,054
|
|
|
$
|
5,776
|
|
|
Non Purchased
|
|
Purchased and Covered
|
|
Purchased
|
|
Total
|
||||||||
December 31, 2017
|
|
|
|
|
|
|
|
||||||||
Nonaccruing loans
|
$
|
10,250
|
|
|
$
|
—
|
|
|
$
|
4,424
|
|
|
$
|
14,674
|
|
Accruing loans past due 90 days or more
|
3,015
|
|
|
—
|
|
|
5,731
|
|
|
8,746
|
|
||||
Total nonperforming loans
|
13,265
|
|
|
—
|
|
|
10,155
|
|
|
23,420
|
|
||||
Other real estate owned
|
4,410
|
|
|
—
|
|
|
11,524
|
|
|
15,934
|
|
||||
Total nonperforming loans and OREO
|
17,675
|
|
|
—
|
|
|
21,679
|
|
|
39,354
|
|
||||
Nonaccruing securities available-for-sale, at fair value
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total nonperforming assets
|
$
|
17,675
|
|
|
$
|
—
|
|
|
$
|
21,679
|
|
|
$
|
39,354
|
|
Nonperforming loans to total loans
|
|
|
|
|
|
|
0.31
|
%
|
|||||||
Nonperforming assets to total assets
|
|
|
|
|
|
|
0.40
|
%
|
|||||||
|
|
|
|
|
|
|
|
||||||||
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
|
%
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Commercial, financial, agricultural
|
$
|
2,921
|
|
|
$
|
3,709
|
|
|
$
|
1,504
|
|
|
$
|
1,838
|
|
|
$
|
3,375
|
|
Lease financing
|
159
|
|
|
138
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Real estate – construction:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential
|
—
|
|
|
466
|
|
|
176
|
|
|
201
|
|
|
1,648
|
|
|||||
Commercial
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Condominiums
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total real estate – construction
|
—
|
|
|
466
|
|
|
176
|
|
|
201
|
|
|
1,648
|
|
|||||
Real estate – 1-4 family mortgage:
|
|
|
|
|
|
|
|
|
|
||||||||||
Primary
|
6,221
|
|
|
6,179
|
|
|
9,764
|
|
|
7,535
|
|
|
6,769
|
|
|||||
Home equity
|
2,701
|
|
|
2,777
|
|
|
1,900
|
|
|
2,460
|
|
|
2,794
|
|
|||||
Rental/investment
|
395
|
|
|
2,292
|
|
|
5,142
|
|
|
4,600
|
|
|
4,360
|
|
|||||
Land development
|
1,078
|
|
|
1,656
|
|
|
2,091
|
|
|
1,153
|
|
|
4,439
|
|
|||||
Total real estate – 1-4 family mortgage
|
10,395
|
|
|
12,904
|
|
|
18,897
|
|
|
15,748
|
|
|
18,362
|
|
|||||
Real estate – commercial mortgage:
|
|
|
|
|
|
|
|
|
|
||||||||||
Owner-occupied
|
5,473
|
|
|
8,282
|
|
|
9,177
|
|
|
12,810
|
|
|
11,910
|
|
|||||
Non-owner occupied
|
3,087
|
|
|
6,821
|
|
|
8,372
|
|
|
12,025
|
|
|
17,481
|
|
|||||
Land development
|
1,090
|
|
|
2,757
|
|
|
7,139
|
|
|
12,397
|
|
|
23,566
|
|
|||||
Total real estate – commercial mortgage
|
9,650
|
|
|
17,860
|
|
|
24,688
|
|
|
37,232
|
|
|
52,957
|
|
|||||
Installment loans to individuals
|
295
|
|
|
437
|
|
|
162
|
|
|
91
|
|
|
176
|
|
|||||
Total nonperforming loans
|
$
|
23,420
|
|
|
$
|
35,514
|
|
|
$
|
45,427
|
|
|
$
|
55,110
|
|
|
$
|
76,518
|
|
|
2017
|
|
2016
|
||||
Commercial, financial, agricultural
|
$
|
331
|
|
|
$
|
17
|
|
Lease financing
|
—
|
|
|
—
|
|
||
Real estate – construction:
|
|
|
|
||||
Residential
|
—
|
|
|
518
|
|
||
Total real estate – construction
|
—
|
|
|
518
|
|
||
Real estate – 1-4 family mortgage:
|
|
|
|
||||
Primary
|
6,213
|
|
|
5,060
|
|
||
Home equity
|
282
|
|
|
246
|
|
||
Rental/investment
|
2,247
|
|
|
868
|
|
||
Land development
|
4
|
|
|
12
|
|
||
Total real estate – 1-4 family mortgage
|
8,746
|
|
|
6,186
|
|
||
Real estate – commercial mortgage:
|
|
|
|
||||
Owner-occupied
|
3,503
|
|
|
2,496
|
|
||
Non-owner occupied
|
1,466
|
|
|
1,589
|
|
||
Land development
|
440
|
|
|
603
|
|
||
Total real estate – commercial mortgage
|
5,409
|
|
|
4,688
|
|
||
Installment loans to individuals
|
67
|
|
|
66
|
|
||
Total restructured loans
|
$
|
14,553
|
|
|
$
|
11,475
|
|
|
2017
|
|
2016
|
||||
Balance as of January 1
|
$
|
11,475
|
|
|
$
|
13,453
|
|
Additional loans with concessions
|
7,156
|
|
|
4,508
|
|
||
Reclassified as performing
|
1,021
|
|
|
39
|
|
||
Reductions due to:
|
|
|
|
||||
Reclassified as nonperforming
|
(1,639
|
)
|
|
(1,622
|
)
|
||
Paid in full
|
(1,488
|
)
|
|
(3,530
|
)
|
||
Transfer to other real estate owned
|
—
|
|
|
(51
|
)
|
||
Charge-offs
|
(267
|
)
|
|
(275
|
)
|
||
Paydowns
|
(681
|
)
|
|
(1,047
|
)
|
||
Lapse of concession period
|
(1,024
|
)
|
|
—
|
|
||
Balance as of December 31
|
$
|
14,553
|
|
|
$
|
11,475
|
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Nonaccruing loans
|
$
|
14,674
|
|
|
$
|
22,620
|
|
|
$
|
29,034
|
|
|
$
|
44,396
|
|
|
$
|
72,331
|
|
Accruing loans past due 90 days or more
|
8,746
|
|
|
12,894
|
|
|
16,393
|
|
|
10,713
|
|
|
4,186
|
|
|||||
Total nonperforming loans
|
23,420
|
|
|
35,514
|
|
|
45,427
|
|
|
55,109
|
|
|
76,517
|
|
|||||
Restructured loans
|
14,553
|
|
|
11,475
|
|
|
13,453
|
|
|
14,337
|
|
|
21,478
|
|
|||||
Total nonperforming and restructured loans
|
$
|
37,973
|
|
|
$
|
46,989
|
|
|
$
|
58,880
|
|
|
$
|
69,446
|
|
|
$
|
97,995
|
|
Nonperforming loans to loans
|
0.31
|
%
|
|
0.57
|
%
|
|
0.84
|
%
|
|
1.38
|
%
|
|
1.97
|
%
|
|
2017
|
|
2016
|
||||
Residential real estate
|
$
|
2,441
|
|
|
$
|
2,929
|
|
Commercial real estate
|
5,938
|
|
|
8,081
|
|
||
Residential land development
|
1,881
|
|
|
4,032
|
|
||
Commercial land development
|
5,674
|
|
|
8,257
|
|
||
Total other real estate owned
|
$
|
15,934
|
|
|
$
|
23,299
|
|
|
2017
|
|
2016
|
||||
Balance as of January 1
|
$
|
23,299
|
|
|
$
|
35,402
|
|
Acquired OREO
|
1,203
|
|
|
—
|
|
||
Transfers of loans
|
6,699
|
|
|
8,870
|
|
||
Impairments
|
(1,893
|
)
|
|
(3,115
|
)
|
||
Dispositions
|
(13,465
|
)
|
|
(17,529
|
)
|
||
Other
|
91
|
|
|
(329
|
)
|
||
Balance as of December 31
|
$
|
15,934
|
|
|
$
|
23,299
|
|
|
|
Percentage Change In:
|
||||
Immediate Change in Rates of:
|
|
Economic Value Equity (EVE)
|
|
Earning at Risk (EAR) (Net Interest Income)
|
||
|
Static
|
|
1-12 Months
|
|
13-24 Months
|
|
+400
|
|
15.11%
|
|
17.45%
|
|
30.58%
|
+300
|
|
12.28%
|
|
13.13%
|
|
23.11%
|
+200
|
|
7.87%
|
|
9.04%
|
|
16.46%
|
+100
|
|
3.77%
|
|
4.27%
|
|
7.94%
|
-100
|
|
(6.99)%
|
|
(12.87)%
|
|
(16.54)%
|
|
Percentage of Total
|
|
Cost of Funds
|
||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||
Noninterest-bearing demand
|
21.46
|
%
|
|
20.40
|
%
|
|
19.01
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Interest-bearing demand
|
44.91
|
|
|
42.96
|
|
|
43.82
|
|
|
0.26
|
|
|
0.19
|
|
|
0.18
|
|
Savings
|
7.06
|
|
|
7.30
|
|
|
7.32
|
|
|
0.07
|
|
|
0.07
|
|
|
0.07
|
|
Time deposits
|
21.35
|
|
|
22.06
|
|
|
23.50
|
|
|
0.85
|
|
|
0.73
|
|
|
0.62
|
|
Short-term borrowings
|
2.71
|
|
|
4.96
|
|
|
3.77
|
|
|
1.22
|
|
|
0.45
|
|
|
0.18
|
|
Long-term Federal Home Loan Bank advances
|
0.10
|
|
|
0.50
|
|
|
0.98
|
|
|
3.40
|
|
|
4.02
|
|
|
4.14
|
|
Subordinated notes
|
1.32
|
|
|
0.49
|
|
|
—
|
|
|
5.59
|
|
|
5.45
|
|
|
—
|
|
Other long-term borrowings
|
1.09
|
|
|
1.33
|
|
|
1.60
|
|
|
5.01
|
|
|
5.56
|
|
|
5.40
|
|
Total deposits and borrowed funds
|
100.00
|
%
|
|
100.00
|
%
|
|
100.00
|
%
|
|
0.47
|
%
|
|
0.39
|
%
|
|
0.37
|
%
|
|
2017
|
|
2016
|
|
2015
|
||||||
Loan commitments
|
$
|
1,619,022
|
|
|
$
|
1,263,059
|
|
|
$
|
1,131,842
|
|
Standby letters of credit
|
68,946
|
|
|
44,086
|
|
|
37,063
|
|
|
|
|
Payments Due In:
|
||||||||||||||||||
|
Note
Reference
|
|
Less Than
One Year
|
|
One to
Three
Years
|
|
Three to
Five Years
|
|
Over Five
Years
|
|
Total
|
||||||||||
Operating leases
|
7
|
|
$
|
5,734
|
|
|
$
|
9,482
|
|
|
$
|
5,334
|
|
|
$
|
6,672
|
|
|
$
|
27,222
|
|
Deposits without a stated maturity
(1)
|
11
|
|
6,114,391
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,114,391
|
|
|||||
Time deposits
(1)
|
11
|
|
914,502
|
|
|
807,691
|
|
|
81,789
|
|
|
2,702
|
|
|
1,806,684
|
|
|||||
Short-term borrowings
|
12
|
|
89,814
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
89,814
|
|
|||||
Federal Home Loan Bank advances
|
13
|
|
26
|
|
|
2,319
|
|
|
768
|
|
|
4,380
|
|
|
7,493
|
|
|||||
Junior subordinated debentures
|
13
|
|
—
|
|
|
—
|
|
|
—
|
|
|
85,881
|
|
|
85,881
|
|
|||||
Subordinated notes
|
13
|
|
—
|
|
|
—
|
|
|
—
|
|
|
114,074
|
|
|
114,074
|
|
|||||
Other long-term debt
|
|
|
—
|
|
|
98
|
|
|
—
|
|
|
—
|
|
|
98
|
|
|||||
Total contractual obligations
|
|
|
$
|
7,124,467
|
|
|
$
|
819,590
|
|
|
$
|
87,891
|
|
|
$
|
213,709
|
|
|
$
|
8,245,657
|
|
(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, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Renasant Corporation:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Tier 1 leverage ratio
|
$
|
979,604
|
|
|
10.18
|
%
|
|
$
|
481,086
|
|
|
5.00
|
%
|
|
$
|
384,968
|
|
|
4.00
|
%
|
Common equity tier 1 capital ratio
|
896,733
|
|
|
11.34
|
%
|
|
513,827
|
|
|
6.50
|
%
|
|
454,539
|
|
|
5.75
|
%
|
|||
Tier 1 risk-based capital ratio
|
979,604
|
|
|
12.39
|
%
|
|
632,402
|
|
|
8.00
|
%
|
|
573,114
|
|
|
7.25
|
%
|
|||
Total risk-based capital ratio
|
1,142,926
|
|
|
14.46
|
%
|
|
790,503
|
|
|
10.00
|
%
|
|
731,215
|
|
|
9.25
|
%
|
|||
Renasant Bank:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Tier 1 leverage ratio
|
$
|
1,000,715
|
|
|
10.42
|
%
|
|
$
|
480,353
|
|
|
5.00
|
%
|
|
$
|
384,282
|
|
|
4.00
|
%
|
Common equity tier 1 capital ratio
|
1,000,715
|
|
|
12.69
|
%
|
|
512,570
|
|
|
6.50
|
%
|
|
453,427
|
|
|
5.75
|
%
|
|||
Tier 1 risk-based capital ratio
|
1,000,715
|
|
|
12.69
|
%
|
|
630,856
|
|
|
8.00
|
%
|
|
571,713
|
|
|
7.25
|
%
|
|||
Total risk-based capital ratio
|
1,050,751
|
|
|
13.32
|
%
|
|
788,569
|
|
|
10.00
|
%
|
|
729,427
|
|
|
9.25
|
%
|
|||
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
|
|
|
5.13
|
%
|
|||
Tier 1 risk-based capital ratio
|
858,850
|
|
|
12.86
|
%
|
|
534,483
|
|
|
8.00
|
%
|
|
442,619
|
|
|
6.63
|
%
|
|||
Total risk-based capital ratio
|
1,004,038
|
|
|
15.03
|
%
|
|
668,103
|
|
|
10.00
|
%
|
|
576,239
|
|
|
8.63
|
%
|
|||
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
|
|
|
5.13
|
%
|
|||
Tier 1 risk-based capital ratio
|
824,850
|
|
|
12.38
|
%
|
|
533,052
|
|
|
8.00
|
%
|
|
441,434
|
|
|
6.63
|
%
|
|||
Total risk-based capital ratio
|
871,911
|
|
|
13.09
|
%
|
|
666,315
|
|
|
10.00
|
%
|
|
574,697
|
|
|
8.63
|
%
|
|
Page
|
/s/ HORNE LLP
|
|
We have served as the Company's auditor since 2005.
|
|
Memphis, Tennessee
|
February 27, 2018
|
/s/ HORNE LLP
|
Memphis, Tennessee
|
February 27, 2018
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Assets
|
|
|
|
||||
Cash and due from banks
|
$
|
187,838
|
|
|
$
|
160,570
|
|
Interest-bearing balances with banks
|
93,615
|
|
|
145,654
|
|
||
Cash and cash equivalents
|
281,453
|
|
|
306,224
|
|
||
Securities held to maturity (fair value of $362,893 at December 31, 2016)
|
—
|
|
|
356,282
|
|
||
Securities available for sale, at fair value
|
671,488
|
|
|
674,248
|
|
||
Mortgage loans held for sale, at fair value
|
108,316
|
|
|
177,866
|
|
||
Loans, net of unearned income:
|
|
|
|
||||
Non purchased loans and leases
|
5,588,556
|
|
|
4,713,572
|
|
||
Purchased loans
|
2,031,766
|
|
|
1,489,137
|
|
||
Total loans, net of unearned income
|
7,620,322
|
|
|
6,202,709
|
|
||
Allowance for loan losses
|
(46,211
|
)
|
|
(42,737
|
)
|
||
Loans, net
|
7,574,111
|
|
|
6,159,972
|
|
||
Premises and equipment, net
|
183,254
|
|
|
179,223
|
|
||
Other real estate owned:
|
|
|
|
||||
Non purchased
|
4,410
|
|
|
5,929
|
|
||
Purchased
|
11,524
|
|
|
17,370
|
|
||
Total other real estate owned, net
|
15,934
|
|
|
23,299
|
|
||
Goodwill
|
611,046
|
|
|
470,534
|
|
||
Other intangible assets, net
|
24,510
|
|
|
24,074
|
|
||
Bank-owned life insurance
|
175,863
|
|
|
152,305
|
|
||
Mortgage servicing rights
|
39,339
|
|
|
26,302
|
|
||
Other assets
|
144,667
|
|
|
149,522
|
|
||
Total assets
|
$
|
9,829,981
|
|
|
$
|
8,699,851
|
|
Liabilities and shareholders’ equity
|
|
|
|
||||
Liabilities
|
|
|
|
||||
Deposits
|
|
|
|
||||
Noninterest-bearing
|
$
|
1,840,424
|
|
|
$
|
1,561,357
|
|
Interest-bearing
|
6,080,651
|
|
|
5,497,780
|
|
||
Total deposits
|
7,921,075
|
|
|
7,059,137
|
|
||
Short-term borrowings
|
89,814
|
|
|
109,676
|
|
||
Long-term debt
|
207,546
|
|
|
202,459
|
|
||
Other liabilities
|
96,563
|
|
|
95,696
|
|
||
Total liabilities
|
8,314,998
|
|
|
7,466,968
|
|
||
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 shares authorized; 49,990,248 and 45,107,066 shares issued, respectively; 49,321,231 and 44,332,273 shares outstanding, respectively
|
249,951
|
|
|
225,535
|
|
||
Treasury stock, at cost
|
(19,906
|
)
|
|
(21,692
|
)
|
||
Additional paid-in capital
|
898,095
|
|
|
707,408
|
|
||
Retained earnings
|
397,354
|
|
|
337,536
|
|
||
Accumulated other comprehensive loss, net of taxes
|
(10,511
|
)
|
|
(15,904
|
)
|
||
Total shareholders’ equity
|
1,514,983
|
|
|
1,232,883
|
|
||
Total liabilities and shareholders’ equity
|
$
|
9,829,981
|
|
|
$
|
8,699,851
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Interest income
|
|
|
|
|
|
||||||
Loans
|
$
|
344,472
|
|
|
$
|
302,314
|
|
|
$
|
236,262
|
|
Securities
|
|
|
|
|
|
||||||
Taxable
|
18,531
|
|
|
16,551
|
|
|
17,026
|
|
|||
Tax-exempt
|
9,433
|
|
|
9,814
|
|
|
9,520
|
|
|||
Other
|
2,314
|
|
|
459
|
|
|
215
|
|
|||
Total interest income
|
374,750
|
|
|
329,138
|
|
|
263,023
|
|
|||
Interest expense
|
|
|
|
|
|
||||||
Deposits
|
24,620
|
|
|
17,856
|
|
|
13,715
|
|
|||
Borrowings
|
13,233
|
|
|
10,291
|
|
|
7,950
|
|
|||
Total interest expense
|
37,853
|
|
|
28,147
|
|
|
21,665
|
|
|||
Net interest income
|
336,897
|
|
|
300,991
|
|
|
241,358
|
|
|||
Provision for loan losses
|
7,550
|
|
|
7,530
|
|
|
4,750
|
|
|||
Net interest income after provision for loan losses
|
329,347
|
|
|
293,461
|
|
|
236,608
|
|
|||
Noninterest income
|
|
|
|
|
|
||||||
Service charges on deposit accounts
|
33,224
|
|
|
31,875
|
|
|
29,269
|
|
|||
Fees and commissions
|
21,934
|
|
|
18,814
|
|
|
15,761
|
|
|||
Insurance commissions
|
8,361
|
|
|
8,508
|
|
|
8,423
|
|
|||
Wealth management revenue
|
11,884
|
|
|
11,652
|
|
|
9,808
|
|
|||
Mortgage banking income
|
43,415
|
|
|
49,443
|
|
|
35,815
|
|
|||
Net gains on sales of securities
|
148
|
|
|
1,186
|
|
|
96
|
|
|||
BOLI income
|
4,353
|
|
|
4,635
|
|
|
3,612
|
|
|||
Other
|
8,821
|
|
|
11,302
|
|
|
5,486
|
|
|||
Total noninterest income
|
132,140
|
|
|
137,415
|
|
|
108,270
|
|
|||
Noninterest expense
|
|
|
|
|
|
||||||
Salaries and employee benefits
|
184,540
|
|
|
172,448
|
|
|
145,111
|
|
|||
Data processing
|
16,474
|
|
|
17,723
|
|
|
14,251
|
|
|||
Net occupancy and equipment
|
37,756
|
|
|
34,394
|
|
|
26,987
|
|
|||
Other real estate owned
|
2,470
|
|
|
5,696
|
|
|
3,045
|
|
|||
Professional fees
|
7,150
|
|
|
7,970
|
|
|
4,422
|
|
|||
Advertising and public relations
|
8,248
|
|
|
7,080
|
|
|
6,112
|
|
|||
Intangible amortization
|
6,530
|
|
|
6,747
|
|
|
6,069
|
|
|||
Communications
|
7,578
|
|
|
8,329
|
|
|
7,278
|
|
|||
Merger and conversion related expenses
|
10,378
|
|
|
4,023
|
|
|
11,614
|
|
|||
Extinguishment of debt
|
205
|
|
|
2,539
|
|
|
—
|
|
|||
Loss share termination
|
—
|
|
|
2,053
|
|
|
—
|
|
|||
Other
|
20,289
|
|
|
26,097
|
|
|
20,225
|
|
|||
Total noninterest expense
|
301,618
|
|
|
295,099
|
|
|
245,114
|
|
|||
Income before income taxes
|
159,869
|
|
|
135,777
|
|
|
99,764
|
|
|||
Income taxes
|
67,681
|
|
|
44,847
|
|
|
31,750
|
|
|||
Net income
|
$
|
92,188
|
|
|
$
|
90,930
|
|
|
$
|
68,014
|
|
Basic earnings per share
|
$
|
1.97
|
|
|
$
|
2.18
|
|
|
$
|
1.89
|
|
Diluted earnings per share
|
$
|
1.96
|
|
|
$
|
2.17
|
|
|
$
|
1.88
|
|
Cash dividends per common share
|
$
|
0.73
|
|
|
$
|
0.71
|
|
|
$
|
0.68
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net income
|
$
|
92,188
|
|
|
$
|
90,930
|
|
|
$
|
68,014
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
||||||
Securities available for sale:
|
|
|
|
|
|
||||||
Unrealized holding losses on securities
|
(2,218
|
)
|
|
(6,206
|
)
|
|
(351
|
)
|
|||
Reclassification adjustment for gains realized in net income
|
(91
|
)
|
|
(727
|
)
|
|
(59
|
)
|
|||
Unrealized holding gains on securities transferred from held to maturity to available for sale
|
8,108
|
|
|
—
|
|
|
—
|
|
|||
Amortization of unrealized holding gains on securities transferred to the held to maturity category
|
(173
|
)
|
|
(61
|
)
|
|
(110
|
)
|
|||
Total securities available for sale
|
5,626
|
|
|
(6,994
|
)
|
|
(520
|
)
|
|||
Derivative instruments:
|
|
|
|
|
|
||||||
Unrealized holding gains (losses) on derivative instruments
|
536
|
|
|
527
|
|
|
(249
|
)
|
|||
Total derivative instruments
|
536
|
|
|
527
|
|
|
(249
|
)
|
|||
Defined benefit pension and post-retirement benefit plans:
|
|
|
|
|
|
||||||
Net gain (loss) arising during the period
|
1,028
|
|
|
31
|
|
|
(1,435
|
)
|
|||
Amortization of net actuarial loss recognized in net periodic pension cost
|
249
|
|
|
302
|
|
|
267
|
|
|||
Reclassification adjustment for net settlement gain realized in net income
|
—
|
|
|
(235
|
)
|
|
—
|
|
|||
Total defined benefit pension and post-retirement benefit plans
|
1,277
|
|
|
98
|
|
|
(1,168
|
)
|
|||
Other comprehensive income (loss), net of tax
|
7,439
|
|
|
(6,369
|
)
|
|
(1,937
|
)
|
|||
Comprehensive income
|
$
|
99,627
|
|
|
$
|
84,561
|
|
|
$
|
66,077
|
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
|
|||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|
Total
|
|||||||||||||||||
Balance at January 1, 2015
|
31,545,145
|
|
|
$
|
163,281
|
|
|
$
|
(22,128
|
)
|
|
$
|
345,213
|
|
|
$
|
232,883
|
|
|
$
|
(7,598
|
)
|
|
$
|
711,651
|
|
Net income
|
|
|
|
|
|
|
|
|
68,014
|
|
|
|
|
68,014
|
|
|||||||||||
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 an 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
|
|
|||||||||||
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
|
|
Net income
|
|
|
|
|
|
|
|
|
92,188
|
|
|
|
|
92,188
|
|
|||||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
7,439
|
|
|
7,439
|
|
|||||||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
99,627
|
|
||||||||||||
Reclassification of the income tax effects of the Tax Cuts and Jobs Act to Retained earnings
|
|
|
|
|
|
|
|
|
2,046
|
|
|
(2,046
|
)
|
|
—
|
|
||||||||||
Cash dividends ($0.73 per share)
|
|
|
|
|
|
|
|
|
(34,416
|
)
|
|
|
|
(34,416
|
)
|
|||||||||||
Common stock issued in connection with an acquisition
|
4,883,182
|
|
|
24,416
|
|
|
|
|
|
189,174
|
|
|
|
|
|
|
213,590
|
|
||||||||
Issuance of common stock for stock-based compensation awards
|
105,776
|
|
|
|
|
1,786
|
|
|
(3,976
|
)
|
|
|
|
|
|
(2,190
|
)
|
|||||||||
Stock-based compensation expense
|
|
|
|
|
|
|
5,293
|
|
|
|
|
|
|
5,293
|
|
|||||||||||
Shares vested through Heritage acquisition
|
|
|
|
|
|
|
196
|
|
|
|
|
|
|
196
|
|
|||||||||||
Balance at December 31, 2017
|
49,321,231
|
|
|
$
|
249,951
|
|
|
$
|
(19,906
|
)
|
|
$
|
898,095
|
|
|
$
|
397,354
|
|
|
$
|
(10,511
|
)
|
|
$
|
1,514,983
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Operating activities
|
|
|
|
|
|
||||||
Net income
|
$
|
92,188
|
|
|
$
|
90,930
|
|
|
$
|
68,014
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Provision for loan losses
|
7,550
|
|
|
7,530
|
|
|
4,750
|
|
|||
Depreciation, amortization and accretion
|
4,832
|
|
|
3,091
|
|
|
9,195
|
|
|||
Deferred income tax expense
|
23,461
|
|
|
11,037
|
|
|
13,751
|
|
|||
Revaluation of net deferred tax assets due to changes in tax law
|
14,486
|
|
|
—
|
|
|
—
|
|
|||
Funding of mortgage loans held for sale
|
(1,683,454
|
)
|
|
(1,951,144
|
)
|
|
(1,483,937
|
)
|
|||
Proceeds from sales of mortgage loans held for sale
|
1,775,450
|
|
|
2,031,036
|
|
|
1,647,648
|
|
|||
Gains on sales of mortgage loans held for sale
|
(19,675
|
)
|
|
(31,654
|
)
|
|
(25,292
|
)
|
|||
Gains on sales of securities
|
(148
|
)
|
|
(1,186
|
)
|
|
(96
|
)
|
|||
Loss on extinguishment of debt
|
205
|
|
|
2,539
|
|
|
—
|
|
|||
Losses on sales of premises and equipment
|
565
|
|
|
115
|
|
|
105
|
|
|||
Stock-based compensation
|
5,293
|
|
|
3,117
|
|
|
4,435
|
|
|||
Decrease in FDIC loss share indemnification asset, net of accretion and amortization
|
—
|
|
|
2,891
|
|
|
4,409
|
|
|||
Loss on termination of FDIC loss share agreements
|
—
|
|
|
2,053
|
|
|
—
|
|
|||
(Increase) decrease in other assets
|
(6,620
|
)
|
|
10,136
|
|
|
9,463
|
|
|||
(Decrease) increase in other liabilities
|
(12,572
|
)
|
|
(16,694
|
)
|
|
180
|
|
|||
Net cash provided by operating activities
|
201,561
|
|
|
163,797
|
|
|
252,625
|
|
|||
Investing activities
|
|
|
|
|
|
||||||
Purchases of securities available for sale
|
(210,190
|
)
|
|
(140,133
|
)
|
|
(72,114
|
)
|
|||
Proceeds from sales of securities available for sale
|
495,340
|
|
|
4,028
|
|
|
8,444
|
|
|||
Proceeds from call/maturities of securities available for sale
|
169,445
|
|
|
158,359
|
|
|
111,663
|
|
|||
Purchases of securities held to maturity
|
—
|
|
|
(15,267
|
)
|
|
(144,027
|
)
|
|||
Proceeds from sales of securities held to maturity
|
—
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from call/maturities of securities held to maturity
|
15,882
|
|
|
119,405
|
|
|
145,449
|
|
|||
Net increase in loans
|
(440,205
|
)
|
|
(504,640
|
)
|
|
(298,676
|
)
|
|||
Purchases of premises and equipment
|
(13,047
|
)
|
|
(13,560
|
)
|
|
(25,165
|
)
|
|||
Proceeds from sales of premises and equipment
|
2,101
|
|
|
2,462
|
|
|
2,219
|
|
|||
Proceeds from sales of other assets
|
14,131
|
|
|
16,939
|
|
|
—
|
|
|||
Payment made to FDIC to terminate loss share agreements
|
—
|
|
|
(4,849
|
)
|
|
—
|
|
|||
Net cash received in acquisition
|
41,685
|
|
|
25,263
|
|
|
24,776
|
|
|||
Net cash provided by (used in) investing activities
|
75,142
|
|
|
(351,993
|
)
|
|
(247,431
|
)
|
|||
Financing activities
|
|
|
|
|
|
||||||
Net increase in noninterest-bearing deposits
|
11,588
|
|
|
209,943
|
|
|
79,342
|
|
|||
Net (decrease) increase in interest-bearing deposits
|
(88,717
|
)
|
|
279,146
|
|
|
(77,124
|
)
|
|||
Net (decrease) increase in short-term borrowings
|
(19,862
|
)
|
|
(314,952
|
)
|
|
375,220
|
|
|||
Proceeds from long-term debt
|
—
|
|
|
98,385
|
|
|
40
|
|
|||
Repayment of long-term debt
|
(170,240
|
)
|
|
(47,230
|
)
|
|
(308,766
|
)
|
|||
Cash paid for dividends
|
(34,416
|
)
|
|
(29,734
|
)
|
|
(24,557
|
)
|
|||
Cash received on exercise of stock options
|
173
|
|
|
415
|
|
|
102
|
|
|||
Excess tax benefits from exercise of stock options
|
—
|
|
|
2,771
|
|
|
537
|
|
|||
Proceeds from equity offering
|
—
|
|
|
84,105
|
|
|
—
|
|
|||
Net cash (used in) provided by financing activities
|
(301,474
|
)
|
|
282,849
|
|
|
44,794
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
(24,771
|
)
|
|
94,653
|
|
|
49,988
|
|
|||
Cash and cash equivalents at beginning of year
|
306,224
|
|
|
211,571
|
|
|
161,583
|
|
|||
Cash and cash equivalents at end of year
|
$
|
281,453
|
|
|
$
|
306,224
|
|
|
$
|
211,571
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Supplemental disclosures
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
36,888
|
|
|
$
|
25,871
|
|
|
$
|
21,615
|
|
Cash paid for income taxes
|
$
|
32,556
|
|
|
$
|
22,731
|
|
|
$
|
18,610
|
|
Noncash transactions:
|
|
|
|
|
|
||||||
Transfers of loans to other real estate
|
$
|
6,699
|
|
|
$
|
8,870
|
|
|
$
|
14,935
|
|
Financed sales of other real estate owned
|
$
|
773
|
|
|
$
|
2,070
|
|
|
$
|
1,134
|
|
Transfers of loans held for sale to loan portfolio
|
$
|
563
|
|
|
$
|
17,838
|
|
|
$
|
11,096
|
|
Common stock issued in acquisition of businesses
|
$
|
213,590
|
|
|
$
|
55,290
|
|
|
$
|
281,530
|
|
•
|
Crescent Bank and Trust Company (Jasper, GA), July 2010
|
•
|
American Trust Bank (Roswell, GA), February 2011
|
•
|
Citizens Bank of Effingham (Springfield, GA), February 2011
|
•
|
First Southern National Bank (Statesboro, GA), August 2011
|
|
2016
|
||
Balance at January 1
|
$
|
7,149
|
|
Additions through acquisition
|
(260
|
)
|
|
Realized losses in excess of initial estimates on:
|
|
||
Loans
|
265
|
|
|
OREO
|
97
|
|
|
Reimbursable expenses
|
—
|
|
|
Amortization
|
(797
|
)
|
|
Reimbursements received from the FDIC
|
(2,987
|
)
|
|
Termination of FDIC loss share agreements
|
(3,467
|
)
|
|
Balance at December 31
|
$
|
—
|
|
Purchase Price:
|
|
|
||||
Shares issued to common shareholders
|
4,883,182
|
|
|
|||
Purchase price per share
|
$
|
43.74
|
|
|
||
Value of stock paid
|
|
$
|
213,590
|
|
||
Cash paid for fractional shares
|
|
5
|
|
|||
Cash settlement for stock options
|
|
4,764
|
|
|||
Deal charges paid on behalf of Metropolitan, net of taxes
|
|
1,102
|
|
|||
Total Purchase Price
|
|
$
|
219,461
|
|
||
Net Assets Acquired:
|
|
|
||||
Stockholders’ equity at acquisition date
|
$
|
89,253
|
|
|
||
Increase (decrease) to net assets as a result of fair value adjustments
to assets acquired and liabilities assumed:
|
|
|
||||
Securities
|
(731
|
)
|
|
|||
Mortgage loans held for sale
|
30
|
|
|
|||
Loans, net of Metropolitan’s allowance for loan losses
|
(13,071
|
)
|
|
|||
Premises and equipment
|
(4,629
|
)
|
|
|||
Intangible assets, net of Metropolitan’s existing intangibles
|
2,340
|
|
|
|||
Other real estate owned
|
(1,251
|
)
|
|
|||
Other assets
|
2,731
|
|
|
|||
Deposits
|
(3,603
|
)
|
|
|||
Borrowings
|
(1,294
|
)
|
|
|||
Other liabilities
|
3,930
|
|
|
|||
Deferred income taxes
|
5,244
|
|
|
|||
Total Net Assets Acquired
|
|
78,949
|
|
|||
Goodwill resulting from merger
(1)
|
|
$
|
140,512
|
|
Cash and cash equivalents
|
|
$
|
47,556
|
|
Securities
|
|
108,697
|
|
|
Loans, including mortgage loans held for sale, net of unearned income
|
|
967,804
|
|
|
Premises and equipment
|
|
8,576
|
|
|
Other real estate owned
|
|
1,203
|
|
|
Intangible assets
|
|
147,478
|
|
|
Other assets
|
|
69,567
|
|
|
Total assets
|
|
1,350,881
|
|
|
|
|
|
||
Deposits
|
|
942,084
|
|
|
Borrowings
|
|
174,522
|
|
|
Other liabilities
|
|
20,685
|
|
|
Total liabilities
|
|
1,137,291
|
|
|
Twelve Months Ended
|
||||||
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Net interest income - pro forma (unaudited)
|
$
|
356,787
|
|
|
$
|
340,796
|
|
|
|
|
|
||||
Net income - pro forma (unaudited)
|
$
|
89,554
|
|
|
$
|
102,881
|
|
|
|
|
|
||||
Earnings per share - pro forma (unaudited):
|
|
|
|
||||
Basic
|
$
|
1.82
|
|
|
$
|
2.21
|
|
Diluted
|
$
|
1.81
|
|
|
$
|
2.19
|
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||
December 31, 2017
|
|
|
|
|
|
|
|
||||||||
Obligations of other U.S. Government agencies and corporations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Obligations of states and political subdivisions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
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
|
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||
December 31, 2017
|
|
|
|
|
|
|
|
||||||||
Obligations of other U.S. Government agencies and corporations
|
$
|
3,554
|
|
|
$
|
40
|
|
|
$
|
(30
|
)
|
|
$
|
3,564
|
|
Obligations of states and political subdivisions
|
228,589
|
|
|
6,161
|
|
|
(269
|
)
|
|
234,481
|
|
||||
Residential mortgage backed securities:
|
|
|
|
|
|
|
|
||||||||
Government agency mortgage backed securities
|
196,121
|
|
|
888
|
|
|
(3,059
|
)
|
|
193,950
|
|
||||
Government agency collateralized mortgage obligations
|
180,258
|
|
|
133
|
|
|
(3,752
|
)
|
|
176,639
|
|
||||
Commercial mortgage backed securities:
|
|
|
|
|
|
|
|
||||||||
Government agency mortgage backed securities
|
31,015
|
|
|
389
|
|
|
(234
|
)
|
|
31,170
|
|
||||
Government agency collateralized mortgage obligations
|
5,019
|
|
|
1
|
|
|
(14
|
)
|
|
5,006
|
|
||||
Trust preferred securities
|
12,442
|
|
|
—
|
|
|
(3,054
|
)
|
|
9,388
|
|
||||
Other debt securities
|
17,106
|
|
|
260
|
|
|
(76
|
)
|
|
17,290
|
|
||||
|
$
|
674,104
|
|
|
$
|
7,872
|
|
|
$
|
(10,488
|
)
|
|
$
|
671,488
|
|
|
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
|
|
|
Carrying Value
|
|
Net Proceeds
|
|
Gain/(Loss)
|
||||||
Obligations of other U.S. Government agencies and corporations
|
$
|
11,088
|
|
|
$
|
10,974
|
|
|
$
|
(114
|
)
|
Obligations of states and political subdivisions
|
110,019
|
|
|
112,199
|
|
|
2,180
|
|
|||
Residential mortgage backed securities:
|
|
|
|
|
|
||||||
Government agency mortgage backed securities
|
264,924
|
|
|
263,217
|
|
|
(1,707
|
)
|
|||
Government agency collateralized mortgage obligations
|
72,153
|
|
|
71,781
|
|
|
(372
|
)
|
|||
Commercial mortgage backed securities:
|
|
|
|
|
|
||||||
Government agency mortgage backed securities
|
14,104
|
|
|
14,082
|
|
|
(22
|
)
|
|||
Government agency collateralized mortgage obligations
|
6,289
|
|
|
6,289
|
|
|
—
|
|
|||
Trust preferred securities
|
9,346
|
|
|
9,403
|
|
|
57
|
|
|||
Other debt securities
|
7,269
|
|
|
7,395
|
|
|
126
|
|
|||
|
$
|
495,192
|
|
|
$
|
495,340
|
|
|
$
|
148
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Gross gains on sales of securities available for sale
|
$
|
2,497
|
|
|
$
|
1,257
|
|
|
$
|
96
|
|
Gross losses on sales of securities available for sale
|
(2,349
|
)
|
|
(71
|
)
|
|
—
|
|
|||
Gain on sales of securities available for sale, net
|
$
|
148
|
|
|
$
|
1,186
|
|
|
$
|
96
|
|
|
Available for Sale
|
||||||
|
Amortized
Cost
|
|
Fair
Value
|
||||
Due within one year
|
$
|
23,584
|
|
|
$
|
23,843
|
|
Due after one year through five years
|
71,430
|
|
|
73,379
|
|
||
Due after five years through ten years
|
81,302
|
|
|
83,212
|
|
||
Due after ten years
|
75,410
|
|
|
74,292
|
|
||
Residential mortgage backed securities:
|
|
|
|
||||
Government agency mortgage backed securities
|
196,121
|
|
|
193,950
|
|
||
Government agency collateralized mortgage obligations
|
180,258
|
|
|
176,639
|
|
||
Commercial mortgage backed securities:
|
|
|
|
||||
Government agency mortgage backed securities
|
31,015
|
|
|
31,170
|
|
||
Government agency collateralized mortgage obligations
|
5,019
|
|
|
5,006
|
|
||
Other debt securities
|
9,965
|
|
|
9,997
|
|
||
|
$
|
674,104
|
|
|
$
|
671,488
|
|
|
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, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Obligations of other U.S. Government agencies and corporations
|
1
|
|
$
|
497
|
|
|
$
|
(3
|
)
|
|
2
|
|
$
|
1,999
|
|
|
$
|
(27
|
)
|
|
3
|
|
$
|
2,496
|
|
|
$
|
(30
|
)
|
Obligations of states and political subdivisions
|
23
|
|
11,860
|
|
|
(59
|
)
|
|
12
|
|
7,728
|
|
|
(210
|
)
|
|
35
|
|
$
|
19,588
|
|
|
$
|
(269
|
)
|
||||
Residential mortgage backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Government agency mortgage backed securities
|
29
|
|
64,595
|
|
|
(659
|
)
|
|
44
|
|
89,414
|
|
|
(2,400
|
)
|
|
73
|
|
154,009
|
|
|
(3,059
|
)
|
||||||
Government agency collateralized mortgage obligations
|
33
|
|
102,509
|
|
|
(1,470
|
)
|
|
29
|
|
62,406
|
|
|
(2,282
|
)
|
|
62
|
|
164,915
|
|
|
(3,752
|
)
|
||||||
Commercial mortgage backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Government agency mortgage backed securities
|
2
|
|
5,629
|
|
|
(17
|
)
|
|
3
|
|
5,872
|
|
|
(217
|
)
|
|
5
|
|
11,501
|
|
|
(234
|
)
|
||||||
Government agency collateralized mortgage obligations
|
1
|
|
4,986
|
|
|
(14
|
)
|
|
0
|
|
—
|
|
|
—
|
|
|
1
|
|
4,986
|
|
|
(14
|
)
|
||||||
Trust preferred securities
|
0
|
|
—
|
|
|
—
|
|
|
2
|
|
9,388
|
|
|
(3,054
|
)
|
|
2
|
|
9,388
|
|
|
(3,054
|
)
|
||||||
Other debt securities
|
2
|
|
756
|
|
|
(12
|
)
|
|
2
|
|
6,308
|
|
|
(64
|
)
|
|
4
|
|
7,064
|
|
|
(76
|
)
|
||||||
Other equity securities
|
|
|
—
|
|
|
—
|
|
|
0
|
|
—
|
|
|
—
|
|
|
0
|
|
—
|
|
|
—
|
|
||||||
Total
|
91
|
|
$
|
190,832
|
|
|
$
|
(2,234
|
)
|
|
94
|
|
$
|
183,115
|
|
|
$
|
(8,254
|
)
|
|
185
|
|
$
|
373,947
|
|
|
$
|
(10,488
|
)
|
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
|
)
|
Name
|
|
Single/
Pooled
|
|
Class/
Tranche
|
|
Amortized
Cost
|
|
Fair
Value
|
|
Unrealized
Loss
|
|
Lowest
Credit
Rating
|
|
Issuers
Currently
in Deferral
or Default
|
||||||
XXIII
|
|
Pooled
|
|
B-2
|
|
$
|
8,310
|
|
|
$
|
6,086
|
|
|
$
|
(2,224
|
)
|
|
BB
|
|
16%
|
XXVI
|
|
Pooled
|
|
B-2
|
|
4,132
|
|
|
3,302
|
|
|
(830
|
)
|
|
Ba1
|
|
19%
|
|||
|
|
|
|
|
|
$
|
12,442
|
|
|
$
|
9,388
|
|
|
$
|
(3,054
|
)
|
|
|
|
|
|
2017
|
|
2016
|
||||||||||
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
|
—
|
|
|
—
|
|
||||||||
Reductions for securities sold during the period
|
$
|
3,076
|
|
|
$
|
—
|
|
||||||
Balance at December 31
|
$
|
(261
|
)
|
|
$
|
(3,337
|
)
|
|
2017
|
|
2016
|
||||
Commercial, financial, agricultural
|
$
|
763,823
|
|
|
$
|
589,290
|
|
Lease financing
|
57,354
|
|
|
49,250
|
|
||
Real estate – construction
|
547,658
|
|
|
483,926
|
|
||
Real estate – 1-4 family mortgage
|
1,729,534
|
|
|
1,425,730
|
|
||
Real estate – commercial mortgage
|
2,390,076
|
|
|
2,075,137
|
|
||
Installment loans to individuals
|
103,452
|
|
|
92,648
|
|
||
Gross loans
|
5,591,897
|
|
|
4,715,981
|
|
||
Unearned income
|
(3,341
|
)
|
|
(2,409
|
)
|
||
Loans, net of unearned income
|
$
|
5,588,556
|
|
|
$
|
4,713,572
|
|
|
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, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Commercial, financial, agricultural
|
$
|
2,722
|
|
|
$
|
22
|
|
|
$
|
759,143
|
|
|
$
|
761,887
|
|
|
$
|
205
|
|
|
$
|
1,033
|
|
|
$
|
698
|
|
|
$
|
1,936
|
|
|
$
|
763,823
|
|
Lease financing
|
47
|
|
|
—
|
|
|
57,148
|
|
|
57,195
|
|
|
—
|
|
|
159
|
|
|
—
|
|
|
159
|
|
|
57,354
|
|
|||||||||
Real estate – construction
|
50
|
|
|
—
|
|
|
547,608
|
|
|
547,658
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
547,658
|
|
|||||||||
Real estate – 1-4 family mortgage
|
11,810
|
|
|
2,194
|
|
|
1,712,982
|
|
|
1,726,986
|
|
|
—
|
|
|
1,818
|
|
|
730
|
|
|
2,548
|
|
|
1,729,534
|
|
|||||||||
Real estate – commercial mortgage
|
1,921
|
|
|
727
|
|
|
2,381,871
|
|
|
2,384,519
|
|
|
—
|
|
|
2,877
|
|
|
2,680
|
|
|
5,557
|
|
|
2,390,076
|
|
|||||||||
Installment loans to individuals
|
429
|
|
|
72
|
|
|
102,901
|
|
|
103,402
|
|
|
1
|
|
|
28
|
|
|
21
|
|
|
50
|
|
|
103,452
|
|
|||||||||
Unearned income
|
—
|
|
|
—
|
|
|
(3,341
|
)
|
|
(3,341
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,341
|
)
|
|||||||||
Total
|
$
|
16,979
|
|
|
$
|
3,015
|
|
|
$
|
5,558,312
|
|
|
$
|
5,578,306
|
|
|
$
|
206
|
|
|
$
|
5,915
|
|
|
$
|
4,129
|
|
|
$
|
10,250
|
|
|
$
|
5,588,556
|
|
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
|
|
|
As of December 31, 2017
|
|
Year Ended December 31, 2017
|
||||||||||||||||
|
Recorded
Investment
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
||||||||||
With a related allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial, financial, agricultural
|
$
|
2,365
|
|
|
$
|
3,043
|
|
|
$
|
138
|
|
|
$
|
2,861
|
|
|
$
|
47
|
|
Lease financing
|
159
|
|
|
159
|
|
|
2
|
|
|
159
|
|
|
—
|
|
|||||
Real estate – construction
|
578
|
|
|
578
|
|
|
4
|
|
|
526
|
|
|
29
|
|
|||||
Real estate – 1-4 family mortgage
|
8,169
|
|
|
9,315
|
|
|
561
|
|
|
8,295
|
|
|
259
|
|
|||||
Real estate – commercial mortgage
|
9,652
|
|
|
12,463
|
|
|
1,861
|
|
|
9,316
|
|
|
206
|
|
|||||
Installment loans to individuals
|
117
|
|
|
121
|
|
|
1
|
|
|
130
|
|
|
3
|
|
|||||
Total
|
$
|
21,040
|
|
|
$
|
25,679
|
|
|
$
|
2,567
|
|
|
$
|
21,287
|
|
|
$
|
544
|
|
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial, financial, agricultural
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Lease financing
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Real estate – construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Real estate – 1-4 family mortgage
|
703
|
|
|
703
|
|
|
—
|
|
|
711
|
|
|
29
|
|
|||||
Real estate – commercial mortgage
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Installment loans to individuals
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
703
|
|
|
$
|
703
|
|
|
$
|
—
|
|
|
$
|
711
|
|
|
$
|
29
|
|
Totals
|
$
|
21,743
|
|
|
$
|
26,382
|
|
|
$
|
2,567
|
|
|
$
|
21,998
|
|
|
$
|
573
|
|
|
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
|
|
|
Number of
Loans
|
|
Pre-Modification
Outstanding
Recorded
Investment
|
|
Post-Modification
Outstanding
Recorded
Investment
|
||||||
December 31, 2017
|
|
|
|
|
|
||||||
Commercial, financial, agricultural
|
2
|
|
|
$
|
331
|
|
|
$
|
330
|
|
|
Lease financing
|
—
|
|
|
—
|
|
|
—
|
|
|||
Real estate – construction
|
—
|
|
|
—
|
|
|
—
|
|
|||
Real estate – 1-4 family mortgage
|
8
|
|
|
598
|
|
|
586
|
|
|||
Real estate – commercial mortgage
|
3
|
|
|
683
|
|
|
313
|
|
|||
Installment loans to individuals
|
1
|
|
|
4
|
|
|
3
|
|
|||
Total
|
14
|
|
|
$
|
1,616
|
|
|
$
|
1,232
|
|
|
December 31, 2016
|
|
|
|
|
|
||||||
Commercial, financial, agricultural
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Lease financing
|
—
|
|
|
—
|
|
|
—
|
|
|||
Real estate – construction
|
1
|
|
|
510
|
|
|
518
|
|
|||
Real estate – 1-4 family mortgage
|
11
|
|
|
1,188
|
|
|
1,167
|
|
|||
Real estate – commercial mortgage
|
—
|
|
|
—
|
|
|
—
|
|
|||
Installment loans to individuals
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
12
|
|
|
$
|
1,698
|
|
|
$
|
1,685
|
|
|
December 31, 2015
|
|
|
|
|
|
||||||
Commercial, financial, agricultural
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Lease financing
|
—
|
|
|
—
|
|
|
—
|
|
|||
Real estate – construction
|
—
|
|
|
—
|
|
|
—
|
|
|||
Real estate – 1-4 family mortgage
|
22
|
|
|
2,202
|
|
19,371
|
|
2,035
|
|
||
Real estate – commercial mortgage
|
2
|
|
|
484
|
|
|
332
|
|
|||
Installment loans to individuals
|
1
|
|
|
67
|
|
|
67
|
|
|||
Total
|
25
|
|
|
$
|
2,753
|
|
|
$
|
2,434
|
|
|
Number of
Loans
|
|
Recorded
Investment
|
|||
Totals at January 1, 2016
|
59
|
|
|
$
|
10,252
|
|
Additional loans with concessions
|
15
|
|
|
2,036
|
|
|
Reclassified as performing
|
1
|
|
|
39
|
|
|
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
|
)
|
|
Totals at December 31, 2016
|
53
|
|
|
$
|
7,447
|
|
Additional loans with concessions
|
16
|
|
|
1,453
|
|
|
Reclassified as performing
|
2
|
|
|
183
|
|
|
Reductions due to:
|
|
|
|
|||
Reclassified as nonperforming
|
(7
|
)
|
|
(853
|
)
|
|
Paid in full
|
(8
|
)
|
|
(1,165
|
)
|
|
Charge-offs
|
(1
|
)
|
|
(250
|
)
|
|
Principal paydowns
|
—
|
|
|
(304
|
)
|
|
Lapse of concession period
|
(1
|
)
|
|
(923
|
)
|
|
Totals at December 31, 2017
|
54
|
|
|
$
|
5,588
|
|
|
Pass
|
|
Watch
|
|
Substandard
|
|
Total
|
||||||||
December 31, 2017
|
|
|
|
|
|
|
|
||||||||
Commercial, financial, agricultural
|
$
|
566,439
|
|
|
$
|
3,913
|
|
|
$
|
489
|
|
|
$
|
570,841
|
|
Real estate – construction
|
484,160
|
|
|
81
|
|
|
—
|
|
|
484,241
|
|
||||
Real estate – 1-4 family mortgage
|
255,148
|
|
|
4,977
|
|
|
3,720
|
|
|
263,845
|
|
||||
Real estate – commercial mortgage
|
2,034,178
|
|
|
13,533
|
|
|
10,708
|
|
|
2,058,419
|
|
||||
Installment loans to individuals
|
921
|
|
|
—
|
|
|
—
|
|
|
921
|
|
||||
Total
|
$
|
3,340,846
|
|
|
$
|
22,504
|
|
|
$
|
14,917
|
|
|
$
|
3,378,267
|
|
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
|
|
|
Performing
|
|
Non-Performing
|
|
Total
|
||||||
December 31, 2017
|
|
|
|
|
|
||||||
Commercial, financial, agricultural
|
$
|
191,473
|
|
|
$
|
1,509
|
|
|
$
|
192,982
|
|
Lease financing
|
53,854
|
|
|
159
|
|
|
54,013
|
|
|||
Real estate – construction
|
63,417
|
|
|
—
|
|
|
63,417
|
|
|||
Real estate – 1-4 family mortgage
|
1,462,347
|
|
|
3,342
|
|
|
1,465,689
|
|
|||
Real estate – commercial mortgage
|
330,441
|
|
|
1,216
|
|
|
331,657
|
|
|||
Installment loans to individuals
|
102,409
|
|
|
122
|
|
|
102,531
|
|
|||
Total
|
$
|
2,203,941
|
|
|
$
|
6,348
|
|
|
$
|
2,210,289
|
|
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
|
|
Loans at December 31, 2016
|
$
|
14,268
|
|
New loans and advances
|
4,342
|
|
|
Loans to directors assumed in acquisition
(1)
|
9,975
|
|
|
Payments received
|
(4,222
|
)
|
|
Changes in related parties
|
—
|
|
|
Loans at December 31, 2017
|
$
|
24,363
|
|
(1)
|
Loans to directors assumed in acquisition are included in the tables in Note 5, “Purchased Loans.”
|
|
2017
|
|
2016
|
||||
Commercial, financial, agricultural
|
$
|
275,570
|
|
|
$
|
128,200
|
|
Lease financing
|
—
|
|
|
—
|
|
||
Real estate – construction
|
85,731
|
|
|
68,753
|
|
||
Real estate – 1-4 family mortgage
|
614,187
|
|
|
452,447
|
|
||
Real estate – commercial mortgage
|
1,037,454
|
|
|
823,758
|
|
||
Installment loans to individuals
|
18,824
|
|
|
15,979
|
|
||
Gross loans
|
2,031,766
|
|
|
1,489,137
|
|
||
Unearned income
|
—
|
|
|
—
|
|
||
Loans, net of unearned income
|
$
|
2,031,766
|
|
|
$
|
1,489,137
|
|
|
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, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Commercial, financial, agricultural
|
$
|
1,119
|
|
|
$
|
532
|
|
|
$
|
273,488
|
|
|
$
|
275,139
|
|
|
$
|
—
|
|
|
$
|
199
|
|
|
$
|
232
|
|
|
$
|
431
|
|
|
$
|
275,570
|
|
Lease financing
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Real estate – construction
|
415
|
|
|
—
|
|
|
85,316
|
|
|
85,731
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
85,731
|
|
|||||||||
Real estate – 1-4 family mortgage
|
6,070
|
|
|
2,280
|
|
|
602,464
|
|
|
610,814
|
|
|
385
|
|
|
879
|
|
|
2,109
|
|
|
3,373
|
|
|
614,187
|
|
|||||||||
Real estate – commercial mortgage
|
2,947
|
|
|
2,910
|
|
|
1,031,141
|
|
|
1,036,998
|
|
|
191
|
|
|
99
|
|
|
166
|
|
|
456
|
|
|
1,037,454
|
|
|||||||||
Installment loans to individuals
|
208
|
|
|
9
|
|
|
18,443
|
|
|
18,660
|
|
|
59
|
|
|
—
|
|
|
105
|
|
|
164
|
|
|
18,824
|
|
|||||||||
Unearned income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Total
|
$
|
10,759
|
|
|
$
|
5,731
|
|
|
$
|
2,010,852
|
|
|
$
|
2,027,342
|
|
|
$
|
635
|
|
|
$
|
1,177
|
|
|
$
|
2,612
|
|
|
$
|
4,424
|
|
|
$
|
2,031,766
|
|
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
|
|
|
As of December 31, 2017
|
|
Year Ended December 31, 2017
|
||||||||||||||||
|
Recorded
Investment
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
||||||||||
With a related allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial, financial, agricultural
|
$
|
625
|
|
|
$
|
678
|
|
|
$
|
52
|
|
|
$
|
618
|
|
|
$
|
21
|
|
Lease financing
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Real estate – construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Real estate – 1-4 family mortgage
|
1,385
|
|
|
1,433
|
|
|
45
|
|
|
1,419
|
|
|
18
|
|
|||||
Real estate – commercial mortgage
|
728
|
|
|
733
|
|
|
6
|
|
|
751
|
|
|
26
|
|
|||||
Installment loans to individuals
|
154
|
|
|
155
|
|
|
4
|
|
|
155
|
|
|
—
|
|
|||||
Total
|
$
|
2,892
|
|
|
$
|
2,999
|
|
|
$
|
107
|
|
|
$
|
2,943
|
|
|
$
|
65
|
|
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial, financial, agricultural
|
$
|
74
|
|
|
$
|
79
|
|
|
$
|
—
|
|
|
$
|
75
|
|
|
$
|
3
|
|
Lease financing
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Real estate – construction
|
1,199
|
|
|
1,207
|
|
|
—
|
|
|
318
|
|
|
47
|
|
|||||
Real estate – 1-4 family mortgage
|
4,225
|
|
|
4,740
|
|
|
—
|
|
|
4,161
|
|
|
176
|
|
|||||
Real estate – commercial mortgage
|
165
|
|
|
168
|
|
|
—
|
|
|
177
|
|
|
8
|
|
|||||
Installment loans to individuals
|
9
|
|
|
10
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|||||
Total
|
$
|
5,672
|
|
|
$
|
6,204
|
|
|
$
|
—
|
|
|
$
|
4,744
|
|
|
$
|
234
|
|
Totals
|
$
|
8,564
|
|
|
$
|
9,203
|
|
|
$
|
107
|
|
|
$
|
7,687
|
|
|
$
|
299
|
|
|
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, 2017
|
|
Year Ended December 31, 2017
|
||||||||||||||||
|
Recorded
Investment
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
||||||||||
With a related allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial, financial, agricultural
|
$
|
5,768
|
|
|
$
|
6,004
|
|
|
$
|
312
|
|
|
$
|
5,672
|
|
|
$
|
259
|
|
Lease financing
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Real estate – construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Real estate – 1-4 family mortgage
|
15,910
|
|
|
16,752
|
|
|
572
|
|
|
16,837
|
|
|
793
|
|
|||||
Real estate – commercial mortgage
|
65,108
|
|
|
69,029
|
|
|
892
|
|
|
68,168
|
|
|
3,333
|
|
|||||
Installment loans to individuals
|
698
|
|
|
698
|
|
|
1
|
|
|
710
|
|
|
25
|
|
|||||
Total
|
$
|
87,484
|
|
|
$
|
92,483
|
|
|
$
|
1,777
|
|
|
$
|
91,387
|
|
|
$
|
4,410
|
|
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial, financial, agricultural
|
$
|
9,547
|
|
|
$
|
18,175
|
|
|
$
|
—
|
|
|
$
|
9,208
|
|
|
$
|
989
|
|
Lease financing
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Real estate – construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Real estate – 1-4 family mortgage
|
38,059
|
|
|
48,297
|
|
|
—
|
|
|
46,983
|
|
|
1,993
|
|
|||||
Real estate – commercial mortgage
|
91,230
|
|
|
117,691
|
|
|
—
|
|
|
104,485
|
|
|
5,431
|
|
|||||
Installment loans to individuals
|
940
|
|
|
1,063
|
|
|
—
|
|
|
1,109
|
|
|
46
|
|
|||||
Total
|
$
|
139,776
|
|
|
$
|
185,226
|
|
|
$
|
—
|
|
|
$
|
161,785
|
|
|
$
|
8,459
|
|
Totals
|
$
|
227,260
|
|
|
$
|
277,709
|
|
|
$
|
1,777
|
|
|
$
|
253,172
|
|
|
$
|
12,869
|
|
|
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
|
|
|
Number of
Loans
|
|
Pre-Modification
Outstanding
Recorded
Investment
|
|
Post-Modification
Outstanding
Recorded
Investment
|
|||||
December 31, 2017
|
|
|
|
|
|
|||||
Commercial, financial, agricultural
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Lease financing
|
—
|
|
|
—
|
|
|
—
|
|
||
Real estate – construction
|
—
|
|
|
—
|
|
|
—
|
|
||
Real estate – 1-4 family mortgage
|
23
|
|
|
3,744
|
|
|
3,127
|
|
||
Real estate – commercial mortgage
|
5
|
|
|
3,115
|
|
|
2,231
|
|
||
Installment loans to individuals
|
—
|
|
|
—
|
|
|
—
|
|
||
Total
|
28
|
|
|
$
|
6,859
|
|
|
$
|
5,358
|
|
December 31, 2016
|
|
|
|
|
|
|||||
Commercial, financial, agricultural
|
1
|
|
|
$
|
41
|
|
|
$
|
17
|
|
Lease financing
|
—
|
|
|
—
|
|
|
—
|
|
||
Real estate – construction
|
—
|
|
|
—
|
|
|
—
|
|
||
Real estate – 1-4 family mortgage
|
17
|
|
|
1,608
|
|
|
1,269
|
|
||
Real estate – commercial mortgage
|
5
|
|
|
1,623
|
|
|
1,079
|
|
||
Installment loans to individuals
|
—
|
|
|
—
|
|
|
—
|
|
||
Total
|
23
|
|
|
$
|
3,272
|
|
|
$
|
2,365
|
|
December 31, 2015
|
|
|
|
|
|
|||||
Commercial, financial, agricultural
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Lease financing
|
—
|
|
|
—
|
|
|
—
|
|
||
Real estate – construction
|
—
|
|
|
—
|
|
|
—
|
|
||
Real estate – 1-4 family mortgage
|
15
|
|
|
1,268
|
|
|
956
|
|
||
Real estate – commercial mortgage
|
8
|
|
|
2,547
|
|
|
2,070
|
|
||
Installment loans to individuals
|
—
|
|
|
—
|
|
|
—
|
|
||
Total
|
23
|
|
|
$
|
3,815
|
|
|
$
|
3,026
|
|
|
Number of
Loans
|
|
Recorded
Investment
|
|||
Totals at January 1, 2016
|
26
|
|
|
$
|
3,201
|
|
Additional loans with concessions
|
25
|
|
|
2,472
|
|
|
Reductions due to:
|
|
|
|
|||
Reclassified as nonperforming
|
(4
|
)
|
|
(216
|
)
|
|
Paid in full
|
(5
|
)
|
|
(1,297
|
)
|
|
Principal paydowns
|
—
|
|
|
(132
|
)
|
|
Totals at December 31, 2016
|
42
|
|
|
$
|
4,028
|
|
Additional loans with concessions
|
36
|
|
|
5,703
|
|
|
Reclassified from nonperforming
|
9
|
|
|
838
|
|
|
Reductions due to:
|
|
|
|
|||
Reclassified as nonperforming
|
(10
|
)
|
|
(786
|
)
|
|
Paid in full
|
(3
|
)
|
|
(323
|
)
|
|
Charge-offs
|
(1
|
)
|
|
(17
|
)
|
|
Principal paydowns
|
—
|
|
|
(377
|
)
|
|
Lapse of concession period
|
(1
|
)
|
|
(101
|
)
|
|
Totals at December 31, 2017
|
72
|
|
|
$
|
8,965
|
|
|
Pass
|
|
Watch
|
|
Substandard
|
|
Total
|
||||||||
December 31, 2017
|
|
|
|
|
|
|
|
||||||||
Commercial, financial, agricultural
|
$
|
246,169
|
|
|
$
|
2,226
|
|
|
$
|
598
|
|
|
$
|
248,993
|
|
Real estate – construction
|
81,220
|
|
|
—
|
|
|
—
|
|
|
81,220
|
|
||||
Real estate – 1-4 family mortgage
|
93,867
|
|
|
5,924
|
|
|
248
|
|
|
100,039
|
|
||||
Real estate – commercial mortgage
|
844,495
|
|
|
7,176
|
|
|
1,827
|
|
|
853,498
|
|
||||
Installment loans to individuals
|
678
|
|
|
—
|
|
|
3
|
|
|
681
|
|
||||
Total
|
$
|
1,266,429
|
|
|
$
|
15,326
|
|
|
$
|
2,676
|
|
|
$
|
1,284,431
|
|
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
|
|
|
Performing
|
|
Non-Performing
|
|
Total
|
|||||||
December 31, 2017
|
|
|
|
|
|
|||||||
Commercial, financial, agricultural
|
$
|
11,216
|
|
|
$
|
46
|
|
|
$
|
11,262
|
|
|
Lease financing
|
—
|
|
|
—
|
|
|
—
|
|
||||
Real estate – construction
|
4,511
|
|
5
|
|
—
|
|
|
4,511
|
|
|||
Real estate – 1-4 family mortgage
|
459,038
|
|
|
1,141
|
|
|
460,179
|
|
||||
Real estate – commercial mortgage
|
27,495
|
|
|
123
|
|
|
27,618
|
|
||||
Installment loans to individuals
|
16,344
|
|
|
161
|
|
|
16,505
|
|
||||
Total
|
$
|
518,604
|
|
|
$
|
1,471
|
|
|
$
|
520,075
|
|
|
December 31, 2016
|
|
|
|
|
|
|||||||
Commercial, financial, agricultural
|
$
|
9,489
|
|
|
$
|
79
|
|
|
$
|
9,568
|
|
|
Lease financing
|
—
|
|
|
—
|
|
|
—
|
|
||||
Real estate – construction
|
3,601
|
|
|
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
|
|
|
|
Total Purchased Credit Deteriorated Loans
|
||
December 31, 2017
|
|
|
||
Commercial, financial, agricultural
|
|
$
|
15,315
|
|
Lease financing
|
|
—
|
|
|
Real estate – construction
|
|
—
|
|
|
Real estate – 1-4 family mortgage
|
|
53,969
|
|
|
Real estate – commercial mortgage
|
|
156,338
|
|
|
Installment loans to individuals
|
|
1,638
|
|
|
Total
|
|
$
|
227,260
|
|
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
|
|
|
Total Purchased Credit Deteriorated Loans
|
||
December 31, 2017
|
|
||
Contractually-required principal and interest
|
$
|
316,854
|
|
Nonaccretable difference
(1)
|
(57,387
|
)
|
|
Cash flows expected to be collected
|
259,467
|
|
|
Accretable yield
(2)
|
(32,207
|
)
|
|
Fair value
|
$
|
227,260
|
|
December 31, 2016
|
|
||
Contractually-required principal and interest
|
$
|
384,096
|
|
Nonaccretable difference
(1)
|
(74,865
|
)
|
|
Cash flows expected to be collected
|
309,231
|
|
|
Accretable yield
(2)
|
(37,473
|
)
|
|
Fair value
|
$
|
271,758
|
|
(1)
|
Represents contractual principal cash flows of
$48,345
and
$63,794
, respectively, and interest cash flows of
$9,042
and
$11,071
, respectively, not expected to be collected.
|
(2)
|
Represents contractual principal cash flows of
$1,640
and
$1,858
, respectively, and interest cash flows of
$30,567
and
$35,615
, respectively, expected to be collected.
|
|
Total Purchased Credit Deteriorated Loans
|
||
Balance at January 1, 2016
|
$
|
(49,439
|
)
|
Additions through acquisition
|
(4,037
|
)
|
|
Reclasses from nonaccretable difference
|
(950
|
)
|
|
Accretion
|
14,711
|
|
|
Charge-off
|
2,242
|
|
|
Balance at December 31, 2016
|
$
|
(37,473
|
)
|
Additions through acquisition
|
(1,777
|
)
|
|
Reclasses from nonaccretable difference
|
(9,750
|
)
|
|
Accretion
|
15,560
|
|
|
Charge-off
|
1,233
|
|
|
Balance at December 31, 2017
|
$
|
(32,207
|
)
|
At acquisition date:
|
|
July 1, 2017
|
||
Contractually-required principal and interest
|
|
$
|
1,198,741
|
|
Nonaccretable difference
|
|
(79,165
|
)
|
|
Cash flows expected to be collected
|
|
1,119,576
|
|
|
Accretable yield
|
|
(154,543
|
)
|
|
Fair value
|
|
$
|
965,033
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
||||
Commercial, financial, agricultural
|
$
|
1,039,393
|
|
|
$
|
717,490
|
|
Lease financing
|
57,354
|
|
|
49,250
|
|
||
Real estate – construction
|
633,389
|
|
|
552,679
|
|
||
Real estate – 1-4 family mortgage
|
2,343,721
|
|
|
1,878,177
|
|
||
Real estate – commercial mortgage
|
3,427,530
|
|
|
2,898,895
|
|
||
Installment loans to individuals
|
122,276
|
|
|
108,627
|
|
||
Gross loans
|
7,623,663
|
|
|
6,205,118
|
|
||
Unearned income
|
(3,341
|
)
|
|
(2,409
|
)
|
||
Loans, net of unearned income
|
7,620,322
|
|
|
6,202,709
|
|
||
Allowance for loan losses
|
(46,211
|
)
|
|
(42,737
|
)
|
||
Net loans
|
$
|
7,574,111
|
|
|
$
|
6,159,972
|
|
|
Commercial
|
|
Real Estate -
Construction
|
|
Real Estate -
1-4 Family
Mortgage
|
|
Real Estate -
Commercial
Mortgage
|
|
Installment
and Other
(1)
|
|
Total
|
||||||||||||
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning balance
|
$
|
5,486
|
|
|
$
|
2,380
|
|
|
$
|
14,294
|
|
|
$
|
19,059
|
|
|
$
|
1,518
|
|
|
$
|
42,737
|
|
Charge-offs
|
(2,874
|
)
|
|
—
|
|
|
(1,713
|
)
|
|
(1,791
|
)
|
|
(630
|
)
|
|
(7,008
|
)
|
||||||
Recoveries
|
422
|
|
|
105
|
|
|
733
|
|
|
1,565
|
|
|
107
|
|
|
2,932
|
|
||||||
Net charge-offs
|
(2,452
|
)
|
|
105
|
|
|
(980
|
)
|
|
(226
|
)
|
|
(523
|
)
|
|
(4,076
|
)
|
||||||
Provision for loan losses charged to operations
|
2,508
|
|
|
943
|
|
|
(1,305
|
)
|
|
4,551
|
|
|
853
|
|
|
7,550
|
|
||||||
Ending balance
|
$
|
5,542
|
|
|
$
|
3,428
|
|
|
$
|
12,009
|
|
|
$
|
23,384
|
|
|
$
|
1,848
|
|
|
$
|
46,211
|
|
Period-End Amount Allocated to:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Individually evaluated for impairment
|
$
|
190
|
|
|
$
|
4
|
|
|
$
|
606
|
|
|
$
|
1,867
|
|
|
$
|
7
|
|
|
$
|
2,674
|
|
Collectively evaluated for impairment
|
5,040
|
|
|
3,424
|
|
|
10,831
|
|
|
20,625
|
|
|
1,840
|
|
|
41,760
|
|
||||||
Acquired with deteriorated credit quality
|
312
|
|
|
—
|
|
|
572
|
|
|
892
|
|
|
1
|
|
|
1,777
|
|
||||||
Ending balance
|
$
|
5,542
|
|
|
$
|
3,428
|
|
|
$
|
12,009
|
|
|
$
|
23,384
|
|
|
$
|
1,848
|
|
|
$
|
46,211
|
|
|
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
|
|
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
|
|
(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, 2017
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Individually evaluated for impairment
|
$
|
3,064
|
|
|
$
|
1,777
|
|
|
$
|
14,482
|
|
|
$
|
10,545
|
|
|
$
|
439
|
|
|
$
|
30,307
|
|
Collectively evaluated for impairment
|
1,021,014
|
|
|
631,612
|
|
|
2,275,270
|
|
|
3,260,648
|
|
|
174,211
|
|
|
7,362,755
|
|
||||||
Acquired with deteriorated credit quality
|
15,315
|
|
|
—
|
|
|
53,969
|
|
|
156,337
|
|
|
1,639
|
|
|
227,260
|
|
||||||
Ending balance
|
$
|
1,039,393
|
|
|
$
|
633,389
|
|
|
$
|
2,343,721
|
|
|
$
|
3,427,530
|
|
|
$
|
176,289
|
|
|
$
|
7,620,322
|
|
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
|
|
(1)
|
Includes lease financing receivables.
|
|
2017
|
|
2016
|
||||
Premises
|
$
|
193,173
|
|
|
$
|
183,957
|
|
Leasehold improvements
|
7,736
|
|
|
7,862
|
|
||
Furniture and equipment
|
45,625
|
|
|
42,166
|
|
||
Computer equipment
|
15,686
|
|
|
13,548
|
|
||
Autos
|
182
|
|
|
252
|
|
||
Total
|
262,402
|
|
|
247,785
|
|
||
Accumulated depreciation
|
(79,148
|
)
|
|
(68,562
|
)
|
||
Net
|
$
|
183,254
|
|
|
$
|
179,223
|
|
2018
|
$
|
5,734
|
|
2019
|
5,138
|
|
|
2020
|
4,344
|
|
|
2021
|
3,214
|
|
|
2022
|
2,120
|
|
|
Thereafter
|
6,672
|
|
|
Total
|
$
|
27,222
|
|
|
Purchased OREO
|
|
Non Purchased OREO
|
|
Total
OREO
|
||||||
December 31, 2017
|
|
|
|
|
|
||||||
Residential real estate
|
$
|
1,683
|
|
|
$
|
758
|
|
|
$
|
2,441
|
|
Commercial real estate
|
4,314
|
|
|
1,624
|
|
|
5,938
|
|
|||
Residential land development
|
1,100
|
|
|
781
|
|
|
1,881
|
|
|||
Commercial land development
|
4,427
|
|
|
1,247
|
|
|
5,674
|
|
|||
Total
|
$
|
11,524
|
|
|
$
|
4,410
|
|
|
$
|
15,934
|
|
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
|
|
|
Purchased OREO
|
|
Non Purchased OREO
|
|
Total
OREO
|
||||||
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
|
|
Purchased OREO
|
1,203
|
|
|
—
|
|
|
1,203
|
|
|||
Transfers of loans
|
4,970
|
|
|
1,729
|
|
|
6,699
|
|
|||
Impairments
|
(1,199
|
)
|
|
(694
|
)
|
|
(1,893
|
)
|
|||
Dispositions
|
(10,438
|
)
|
|
(3,027
|
)
|
|
(13,465
|
)
|
|||
Other
|
(382
|
)
|
|
473
|
|
|
91
|
|
|||
Balance at December 31, 2017
|
$
|
11,524
|
|
|
$
|
4,410
|
|
|
$
|
15,934
|
|
(1)
|
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.
|
|
December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Repairs and maintenance
|
$
|
728
|
|
|
$
|
962
|
|
|
$
|
840
|
|
Property taxes and insurance
|
423
|
|
|
1,374
|
|
|
809
|
|
|||
Impairments
|
1,893
|
|
|
3,018
|
|
|
2,157
|
|
|||
Net (gains) losses on OREO sales
|
(405
|
)
|
|
590
|
|
|
(582
|
)
|
|||
Rental income
|
(169
|
)
|
|
(248
|
)
|
|
(179
|
)
|
|||
Total
|
$
|
2,470
|
|
|
$
|
5,696
|
|
|
$
|
3,045
|
|
|
Community Banks
|
|
Insurance
|
|
Total
|
||||||
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
|
|
Addition to goodwill from Metropolitan acquisition
|
140,512
|
|
|
—
|
|
|
140,512
|
|
|||
Balance at December 31, 2017
|
$
|
608,279
|
|
|
$
|
2,767
|
|
|
$
|
611,046
|
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying
Amount
|
||||||
December 31, 2017
|
|
|
|
|
|
||||||
Core deposit intangible
|
$
|
54,958
|
|
|
$
|
(31,586
|
)
|
|
$
|
23,372
|
|
Customer relationship intangible
|
1,970
|
|
|
(832
|
)
|
|
1,138
|
|
|||
Total finite-lived intangible assets
|
$
|
56,928
|
|
|
$
|
(32,418
|
)
|
|
$
|
24,510
|
|
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
|
|
|
Core Deposit Intangibles
|
|
Customer Relationship Intangible
|
|
Total
|
||||||
2018
|
$
|
6,130
|
|
|
$
|
131
|
|
|
$
|
6,261
|
|
2019
|
5,212
|
|
|
131
|
|
|
5,343
|
|
|||
2020
|
4,186
|
|
|
131
|
|
|
4,317
|
|
|||
2021
|
3,107
|
|
|
131
|
|
|
3,238
|
|
|||
2022
|
2,187
|
|
|
131
|
|
|
2,318
|
|
Carrying Value at January 1, 2016
|
$
|
29,642
|
|
Sale of MSRs
|
(18,477
|
)
|
|
Capitalization
|
18,061
|
|
|
Amortization
|
(2,884
|
)
|
|
Impairment
|
(40
|
)
|
|
Carrying Value at December 31, 2016
|
$
|
26,302
|
|
Capitalization
|
16,973
|
|
|
Amortization
|
(3,936
|
)
|
|
Carrying Value at December 31, 2017
|
$
|
39,339
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Unpaid principal balance
|
$
|
4,012,519
|
|
|
$
|
2,763,344
|
|
|
$
|
3,090,839
|
|
Weighted-average prepayment speed (CPR)
|
8.04
|
%
|
|
7.34
|
%
|
|
8.89
|
%
|
|||
Estimated impact of a 10% increase
|
$
|
(1,592
|
)
|
|
$
|
(1,034
|
)
|
|
$
|
(1,203
|
)
|
Estimated impact of a 20% increase
|
(3,095
|
)
|
|
(2,010
|
)
|
|
(2,330
|
)
|
|||
|
|
|
|
|
|
||||||
Discount rate
|
9.69
|
%
|
|
9.64
|
%
|
|
9.51
|
%
|
|||
Estimated impact of a 100bp increase
|
$
|
(2,027
|
)
|
|
$
|
(1,368
|
)
|
|
$
|
(1,357
|
)
|
Estimated impact of a 200bp increase
|
(3,896
|
)
|
|
(2,629
|
)
|
|
(2,612
|
)
|
|||
|
|
|
|
|
|
||||||
Weighted-average coupon interest rate
|
3.89
|
%
|
|
3.83
|
%
|
|
3.97
|
%
|
|||
Weighted-average servicing fee (basis points)
|
26.36
|
|
|
25.87
|
|
|
25.04
|
|
|||
Weighted-average remaining maturity (in years)
|
7.98
|
|
|
11.11
|
|
|
15.23
|
|
|
2017
|
|
2016
|
||||
Noninterest-bearing deposits
|
$
|
1,840,424
|
|
|
$
|
1,561,357
|
|
Interest-bearing demand deposits
|
3,702,019
|
|
|
3,333,896
|
|
||
Savings deposits
|
571,948
|
|
|
543,131
|
|
||
Time deposits
|
1,806,684
|
|
|
1,620,753
|
|
||
Total deposits
|
$
|
7,921,075
|
|
|
$
|
7,059,137
|
|
2018
|
$
|
914,502
|
|
2019
|
513,379
|
|
|
2020
|
294,312
|
|
|
2021
|
47,211
|
|
|
2022
|
34,578
|
|
|
Thereafter
|
2,702
|
|
|
Total
|
$
|
1,806,684
|
|
|
2017
|
|
2016
|
||||
Securities sold under agreements to repurchase
|
$
|
6,814
|
|
|
$
|
9,676
|
|
Federal Home Loan Bank short-term advances
|
83,000
|
|
|
100,000
|
|
||
Total short-term borrowings
|
$
|
89,814
|
|
|
$
|
109,676
|
|
|
Average Balances
|
|
Cost of Funds
|
|||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
|||||||||
Federal Home Loan Bank short-term advances
|
$
|
208,332
|
|
|
$
|
344,724
|
|
|
$
|
207,575
|
|
|
1.27
|
%
|
|
0.46
|
%
|
|
0.18
|
%
|
Securities sold under agreements to repurchase
|
9,215
|
|
|
12,205
|
|
|
15,515
|
|
|
0.17
|
|
|
0.20
|
|
|
0.21
|
|
|||
Total short-term borrowings
|
$
|
217,547
|
|
|
$
|
356,929
|
|
|
$
|
223,090
|
|
|
1.22
|
%
|
|
0.45
|
%
|
|
0.18
|
%
|
|
2017
|
|
2016
|
||||
Federal Home Loan Bank advances
|
$
|
7,493
|
|
|
$
|
8,542
|
|
Other long-term debt
|
98
|
|
|
147
|
|
||
Junior subordinated debentures
|
85,881
|
|
|
95,643
|
|
||
Subordinated notes
|
114,074
|
|
|
98,127
|
|
||
Total long-term debt
|
$
|
207,546
|
|
|
$
|
202,459
|
|
|
Principal
Amount
|
|
Interest Rate
|
|
Year of
Maturity
|
|
Amount
Included in
Tier 1 Capital
|
|||||
PHC Statutory Trust I
|
$
|
20,619
|
|
|
4.45
|
%
|
|
2033
|
|
$
|
20,000
|
|
PHC Statutory Trust II
|
31,959
|
|
|
3.46
|
|
|
2035
|
|
31,000
|
|
||
Capital Bancorp Capital Trust I
|
12,372
|
|
|
3.19
|
|
|
2035
|
|
12,000
|
|
||
First M&F Statutory Trust I
|
30,928
|
|
|
2.92
|
|
|
2036
|
|
20,003
|
|
2018
|
$
|
26
|
|
2019
|
1,969
|
|
|
2020
|
448
|
|
|
2021
|
219
|
|
|
2022
|
549
|
|
|
Thereafter
|
204,335
|
|
|
Total
|
$
|
207,546
|
|
|
Pension Benefits Renasant
|
|
Pension Benefits HeritageBank
(2)
|
|
Other Benefits
|
||||||||||||||
|
2017
|
|
2016
|
|
2016
|
|
2017
|
|
2016
|
||||||||||
Change in benefit obligation
|
|
|
|
|
|
|
|
|
|
||||||||||
Benefit obligation at beginning of year
|
$
|
28,012
|
|
|
$
|
27,856
|
|
|
$
|
12,913
|
|
|
$
|
1,566
|
|
|
$
|
1,704
|
|
Service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
12
|
|
|||||
Interest cost
|
1,168
|
|
|
1,216
|
|
|
172
|
|
|
42
|
|
|
58
|
|
|||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
77
|
|
|
76
|
|
|||||
Actuarial loss (gain)
|
582
|
|
|
(115
|
)
|
|
(481
|
)
|
|
(328
|
)
|
|
(56
|
)
|
|||||
Benefits paid
|
(1,903
|
)
|
|
(2,018
|
)
|
|
(22
|
)
|
|
(196
|
)
|
|
(228
|
)
|
|||||
Settlements
(1)
|
—
|
|
|
—
|
|
|
(11,509
|
)
|
|
—
|
|
|
—
|
|
|||||
Transfer from HeritageBank Pension Plan
|
—
|
|
|
1,073
|
|
|
(1,073
|
)
|
|
—
|
|
|
—
|
|
|||||
Benefit obligation at end of year
|
$
|
27,859
|
|
|
$
|
28,012
|
|
|
$
|
—
|
|
|
$
|
1,170
|
|
|
$
|
1,566
|
|
Change in fair value of plan assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Fair value of plan assets at beginning of year
|
$
|
25,241
|
|
|
$
|
24,434
|
|
|
$
|
12,458
|
|
|
|
|
|
||||
Actual return on plan assets
|
3,575
|
|
|
1,752
|
|
|
29
|
|
|
|
|
|
|||||||
Contribution by employer
|
—
|
|
|
—
|
|
|
142
|
|
|
|
|
|
|||||||
Benefits paid
|
(1,903
|
)
|
|
(2,018
|
)
|
|
(22
|
)
|
|
|
|
|
|||||||
Settlements
(1)
|
—
|
|
|
—
|
|
|
(11,509
|
)
|
|
|
|
|
|||||||
Expenses paid from plan trust
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
|
|
|
|||||||
Transfer from HeritageBank Pension Plan
|
—
|
|
|
1,073
|
|
|
(1,073
|
)
|
|
|
|
|
|||||||
Fair value of plan assets at end of year
|
$
|
26,913
|
|
|
$
|
25,241
|
|
|
$
|
—
|
|
|
|
|
|
||||
Funded status at end of year
|
$
|
(946
|
)
|
|
$
|
(2,771
|
)
|
|
$
|
—
|
|
|
$
|
(1,170
|
)
|
|
$
|
(1,566
|
)
|
Weighted-average assumptions as of December 31
|
|
|
|
|
|
|
|
|
|
||||||||||
Discount rate used to determine the benefit obligation
|
3.96
|
%
|
|
4.35
|
%
|
|
—
|
%
|
|
3.37
|
%
|
|
3.57
|
%
|
(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.
|
(2)
|
Because final distribution of all benefits under the HeritageBank defined benefit pension plan was completed in August 2016, there was no impact on the Company’s consolidated financial statements as of and for the year ended
December 31, 2017
.
|
|
Pension Benefits Renasant
|
|
Pension Benefits HeritageBank
(1)
|
|
Other Benefits
|
||||||||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
12
|
|
|
$
|
17
|
|
Interest cost
|
1,168
|
|
|
1,216
|
|
|
1,095
|
|
|
172
|
|
|
305
|
|
|
42
|
|
|
58
|
|
|
60
|
|
||||||||
Expected return on plan assets
|
(1,941
|
)
|
|
(1,872
|
)
|
|
(2,040
|
)
|
|
(113
|
)
|
|
(216
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Prior service cost recognized
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Recognized actuarial loss
|
401
|
|
|
404
|
|
|
331
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
76
|
|
|
101
|
|
||||||||
Settlement/curtailment/termination losses
|
—
|
|
|
—
|
|
|
—
|
|
|
(780
|
)
|
|
(65
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net periodic benefit cost
|
(372
|
)
|
|
(252
|
)
|
|
(614
|
)
|
|
(721
|
)
|
|
24
|
|
|
57
|
|
|
146
|
|
|
178
|
|
||||||||
Net actuarial loss/(gain) arising during the period
|
(1,051
|
)
|
|
5
|
|
|
2,812
|
|
|
(397
|
)
|
|
(448
|
)
|
|
(328
|
)
|
|
(56
|
)
|
|
(37
|
)
|
||||||||
Net Settlement/curtailment/termination losses
|
—
|
|
|
—
|
|
|
—
|
|
|
780
|
|
|
65
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Amortization of net actuarial loss recognized in net periodic pension cost
|
(401
|
)
|
|
(404
|
)
|
|
(331
|
)
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(76
|
)
|
|
(101
|
)
|
||||||||
Total recognized in other comprehensive income
|
(1,452
|
)
|
|
(399
|
)
|
|
2,481
|
|
|
383
|
|
|
(383
|
)
|
|
(334
|
)
|
|
(132
|
)
|
|
(138
|
)
|
||||||||
Total recognized in net periodic benefit cost and other comprehensive income
|
$
|
(1,824
|
)
|
|
$
|
(651
|
)
|
|
$
|
1,867
|
|
|
$
|
(338
|
)
|
|
$
|
(359
|
)
|
|
$
|
(277
|
)
|
|
$
|
14
|
|
|
$
|
40
|
|
Weighted-average assumptions as of December 31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Discount rate used to determine net periodic pension cost
|
4.35
|
%
|
|
4.56
|
%
|
|
4.00
|
%
|
|
4.27
|
%
|
|
4.00
|
%
|
|
3.57
|
%
|
|
3.63
|
%
|
|
3.22
|
%
|
||||||||
Expected return on plan assets
|
8.00
|
%
|
|
8.00
|
%
|
|
8.00
|
%
|
|
3.00
|
%
|
|
3.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
(1)
|
Because final distribution of all benefits under the HeritageBank defined benefit pension plan was completed in August 2016, there was no impact on the Company’s consolidated financial statements as of and for the year ended
December 31, 2017
.
|
|
Pension Benefits Renasant
|
|
Other
Benefits
|
||||
2018
|
$
|
2,019
|
|
|
$
|
214
|
|
2019
|
2,036
|
|
|
182
|
|
||
2020
|
2,043
|
|
|
151
|
|
||
2021
|
2,048
|
|
|
148
|
|
||
2022
|
2,033
|
|
|
120
|
|
||
2023 - 2027
|
9,659
|
|
|
386
|
|
|
Pension Benefits Renasant
|
|
Other
Benefits
|
||||
Prior service cost
|
$
|
—
|
|
|
$
|
—
|
|
Actuarial loss
|
10,063
|
|
|
85
|
|
||
Total
|
$
|
10,063
|
|
|
$
|
85
|
|
|
Pension Benefits Renasant
|
|
Other
Benefits
|
||||
Prior service cost
|
$
|
—
|
|
|
$
|
—
|
|
Actuarial loss
|
349
|
|
|
—
|
|
||
Total
|
$
|
349
|
|
|
$
|
—
|
|
|
Quoted Prices In
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Totals
|
||||||||
December 31, 2017
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
387
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
387
|
|
U.S. government securities
|
—
|
|
|
2,496
|
|
|
—
|
|
|
2,496
|
|
||||
Corporate debt
|
—
|
|
|
1,908
|
|
|
—
|
|
|
1,908
|
|
||||
Corporate stocks
|
20,557
|
|
|
—
|
|
|
—
|
|
|
20,557
|
|
||||
Investments in registered investment companies
|
921
|
|
|
—
|
|
|
—
|
|
|
921
|
|
||||
Foreign obligations
|
—
|
|
|
644
|
|
|
—
|
|
|
644
|
|
||||
|
$
|
21,865
|
|
|
$
|
5,048
|
|
|
$
|
—
|
|
|
$
|
26,913
|
|
|
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
|
|
||||
|
$
|
20,333
|
|
|
$
|
4,908
|
|
|
$
|
—
|
|
|
$
|
25,241
|
|
|
|
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Life
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding at January 1, 2015
|
830,950
|
|
|
$
|
18.70
|
|
|
|
|
|
||
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
|
|
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
(95,875
|
)
|
|
16.25
|
|
|
|
|
|
|||
Forfeited
|
—
|
|
|
—
|
|
|
|
|
|
|||
Outstanding at December 31, 2017
|
89,750
|
|
|
$
|
15.67
|
|
|
3.14
|
|
$
|
2,263
|
|
Exercisable at December 31, 2017
|
89,750
|
|
|
$
|
15.67
|
|
|
3.14
|
|
$
|
2,263
|
|
|
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
|
—
|
|
|
$
|
—
|
|
|
117,345
|
|
|
$
|
31.76
|
|
Granted
|
57,204
|
|
|
42.22
|
|
|
153,270
|
|
|
42.81
|
|
||
Vested
|
(55,204
|
)
|
|
42.22
|
|
|
(43,305
|
)
|
|
32.36
|
|
||
Cancelled
|
(2,000
|
)
|
|
42.22
|
|
|
(9,235
|
)
|
|
39.49
|
|
||
Nonvested at end of year
|
—
|
|
|
$
|
—
|
|
|
218,075
|
|
|
$
|
39.08
|
|
|
|
|
Fair Value
|
||||||
|
Balance Sheet
|
December 31,
|
|||||||
|
Location
|
2017
|
|
2016
|
|||||
Derivative assets:
|
|
|
|
|
|
||||
Not designated as hedging instruments:
|
|
|
|
|
|
||||
Interest rate contracts
|
Other Assets
|
|
$
|
3,171
|
|
|
$
|
1,985
|
|
Interest rate lock commitments
|
Other Assets
|
|
2,756
|
|
|
2,643
|
|
||
Forward commitments
|
Other Assets
|
|
50
|
|
|
4,480
|
|
||
Totals
|
|
|
$
|
5,977
|
|
|
$
|
9,108
|
|
Derivative liabilities:
|
|
|
|
|
|
||||
Designated as hedging instruments:
|
|
|
|
|
|
||||
Interest rate swap
|
Other Liabilities
|
|
$
|
2,536
|
|
|
$
|
3,410
|
|
Totals
|
|
|
$
|
2,536
|
|
|
$
|
3,410
|
|
Not designated as hedging instruments:
|
|
|
|
|
|
||||
Interest rate contracts
|
Other Liabilities
|
|
$
|
3,171
|
|
|
$
|
1,985
|
|
Interest rate lock commitments
|
Other Liabilities
|
|
4
|
|
|
246
|
|
||
Forward commitments
|
Other Liabilities
|
|
328
|
|
|
269
|
|
||
Totals
|
|
|
$
|
3,503
|
|
|
$
|
2,500
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
||||||
Interest rate contracts:
|
|
|
|
|
|
||||||
Included in interest income on loans
|
$
|
3,981
|
|
|
$
|
2,402
|
|
|
$
|
2,200
|
|
Interest rate lock commitments:
|
|
|
|
|
|
||||||
Included in mortgage banking income
|
356
|
|
|
(2,111
|
)
|
|
(530
|
)
|
|||
Forward commitments
|
|
|
|
|
|
||||||
Included in mortgage banking income
|
(4,489
|
)
|
|
4,275
|
|
|
(1,917
|
)
|
|||
Total
|
$
|
(152
|
)
|
|
$
|
4,566
|
|
|
$
|
(247
|
)
|
|
Offsetting Derivative Assets
|
|
Offsetting Derivative Liabilities
|
||||||||||||
|
December 31,
2017 |
|
December 31,
2016 |
|
December 31,
2017 |
|
December 31,
2016 |
||||||||
Gross amounts recognized
|
$
|
717
|
|
|
$
|
4,778
|
|
|
$
|
5,303
|
|
|
$
|
4,893
|
|
Gross amounts offset in the consolidated balance sheets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net amounts presented in the consolidated balance sheets
|
717
|
|
|
4,778
|
|
|
5,303
|
|
|
4,893
|
|
||||
Gross amounts not offset in the consolidated balance sheets
|
|
|
|
|
|
|
|
||||||||
Financial instruments
|
717
|
|
|
567
|
|
|
717
|
|
|
567
|
|
||||
Financial collateral pledged
|
—
|
|
|
—
|
|
|
4,357
|
|
|
4,326
|
|
||||
Net amounts
|
$
|
—
|
|
|
$
|
4,211
|
|
|
$
|
229
|
|
|
$
|
—
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
28,380
|
|
|
$
|
31,679
|
|
|
$
|
17,004
|
|
State
|
1,354
|
|
|
2,131
|
|
|
995
|
|
|||
|
29,734
|
|
|
33,810
|
|
|
17,999
|
|
|||
Deferred
|
|
|
|
|
|
||||||
Federal
|
22,314
|
|
|
10,480
|
|
|
12,625
|
|
|||
State
|
1,147
|
|
|
557
|
|
|
1,126
|
|
|||
Revaluation of net deferred tax assets as a result of the Tax Cuts and Jobs Act
|
14,486
|
|
|
—
|
|
|
—
|
|
|||
|
37,947
|
|
|
11,037
|
|
|
13,751
|
|
|||
|
$
|
67,681
|
|
|
$
|
44,847
|
|
|
$
|
31,750
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Tax at U.S. statutory rate
|
$
|
55,955
|
|
|
$
|
47,522
|
|
|
$
|
34,918
|
|
Increase (decrease) in taxes resulting from:
|
|
|
|
|
|
||||||
Tax-exempt interest income
|
(3,595
|
)
|
|
(3,467
|
)
|
|
(3,377
|
)
|
|||
BOLI income
|
(1,524
|
)
|
|
(1,622
|
)
|
|
(1,264
|
)
|
|||
Investment tax credits
|
(1,591
|
)
|
|
(1,390
|
)
|
|
(1,390
|
)
|
|||
Amortization of investment in low-income housing tax credits
|
1,873
|
|
|
1,742
|
|
|
1,734
|
|
|||
State income tax expense, net of federal benefit
|
1,626
|
|
|
1,747
|
|
|
1,378
|
|
|||
Revaluation of net deferred tax assets as a result of the Tax Cuts and Jobs Act
|
14,486
|
|
|
—
|
|
|
—
|
|
|||
Other items, net
|
451
|
|
|
315
|
|
|
(249
|
)
|
|||
|
$
|
67,681
|
|
|
$
|
44,847
|
|
|
$
|
31,750
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Deferred tax assets
|
|
|
|
||||
Allowance for loan losses
|
$
|
13,966
|
|
|
$
|
19,934
|
|
Loans
|
15,062
|
|
|
23,240
|
|
||
Deferred compensation
|
7,093
|
|
|
11,254
|
|
||
Net unrealized losses on securities
|
3,659
|
|
|
10,096
|
|
||
Impairment of assets
|
1,748
|
|
|
2,512
|
|
||
Net operating loss carryforwards
|
2,419
|
|
|
2,867
|
|
||
Other
|
4,722
|
|
|
7,149
|
|
||
Gross deferred tax assets
|
48,669
|
|
|
77,052
|
|
||
Valuation allowance on state net operating loss carryforwards
|
—
|
|
|
—
|
|
||
Total deferred tax assets
|
48,669
|
|
|
77,052
|
|
||
Deferred tax liabilities
|
|
|
|
||||
Investment in partnerships
|
757
|
|
|
1,556
|
|
||
Depreciation
|
3,163
|
|
|
2,517
|
|
||
Mortgage servicing rights
|
10,139
|
|
|
3,360
|
|
||
Subordinated debt
|
2,394
|
|
|
4,111
|
|
||
Other
|
1,859
|
|
|
2,876
|
|
||
Total deferred tax liabilities
|
18,312
|
|
|
14,420
|
|
||
Net deferred tax assets
|
$
|
30,357
|
|
|
$
|
62,632
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at January 1
|
$
|
1,510
|
|
|
$
|
1,485
|
|
|
$
|
2,653
|
|
Additions based on positions related to current period
|
467
|
|
|
25
|
|
|
367
|
|
|||
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
|
(371
|
)
|
|
—
|
|
|
—
|
|
|||
Balance at December 31
|
$
|
1,606
|
|
|
$
|
1,510
|
|
|
$
|
1,485
|
|
|
Year Ended
|
||||||
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Investment amortization
|
$
|
1,714
|
|
|
$
|
1,335
|
|
Tax credits and other benefits
|
(2,190
|
)
|
|
(1,927
|
)
|
||
Total
|
$
|
(476
|
)
|
|
$
|
(592
|
)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Totals
|
||||||||
December 31, 2017
|
|
|
|
|
|
|
|
||||||||
Financial assets:
|
|
|
|
|
|
|
|
||||||||
Securities available for sale:
|
|
|
|
|
|
|
|
||||||||
Obligations of other U.S. Government agencies and corporations
|
$
|
—
|
|
|
$
|
3,564
|
|
|
$
|
—
|
|
|
$
|
3,564
|
|
Obligations of states and political subdivisions
|
—
|
|
|
234,481
|
|
|
—
|
|
|
234,481
|
|
||||
Residential mortgage-backed securities:
|
|
|
|
|
|
|
|
||||||||
Government agency-mortgage backed securities
|
—
|
|
|
193,950
|
|
|
—
|
|
|
193,950
|
|
||||
Government agency collateralized mortgage obligations
|
—
|
|
|
176,639
|
|
|
—
|
|
|
176,639
|
|
||||
Commercial mortgage-backed securities:
|
|
|
|
|
|
|
|
||||||||
Government agency-mortgage backed securities
|
—
|
|
|
31,170
|
|
|
—
|
|
|
31,170
|
|
||||
Government agency collateralized mortgage obligations
|
—
|
|
|
5,006
|
|
|
—
|
|
|
5,006
|
|
||||
Trust preferred securities
|
—
|
|
|
—
|
|
|
9,388
|
|
|
9,388
|
|
||||
Other debt securities
|
—
|
|
|
17,290
|
|
|
—
|
|
|
17,290
|
|
||||
Total securities available for sale
|
—
|
|
|
662,100
|
|
|
9,388
|
|
|
671,488
|
|
||||
Derivative instruments:
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
—
|
|
|
3,171
|
|
|
—
|
|
|
3,171
|
|
||||
Interest rate lock commitments
|
—
|
|
|
2,756
|
|
|
—
|
|
|
2,756
|
|
||||
Forward commitments
|
—
|
|
|
50
|
|
|
—
|
|
|
50
|
|
||||
Total derivative instruments
|
—
|
|
|
5,977
|
|
|
—
|
|
|
5,977
|
|
||||
Mortgage loans held for sale
|
—
|
|
|
108,316
|
|
|
—
|
|
|
108,316
|
|
||||
Total financial assets
|
$
|
—
|
|
|
$
|
776,393
|
|
|
$
|
9,388
|
|
|
$
|
785,781
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative instruments:
|
|
|
|
|
|
|
|
||||||||
Interest rate swap
|
$
|
—
|
|
|
$
|
2,536
|
|
|
$
|
—
|
|
|
$
|
2,536
|
|
Interest rate contracts
|
—
|
|
|
3,171
|
|
|
—
|
|
|
3,171
|
|
||||
Interest rate lock commitments
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
||||
Forward commitments
|
—
|
|
|
328
|
|
|
—
|
|
|
328
|
|
||||
Total derivative instruments
|
—
|
|
|
6,039
|
|
|
—
|
|
|
6,039
|
|
||||
Total financial liabilities
|
$
|
—
|
|
|
$
|
6,039
|
|
|
$
|
—
|
|
|
$
|
6,039
|
|
|
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
|
|
|
Securities available for sale
|
||
|
Trust preferred
securities
|
||
Balance at January 1, 2016
|
$
|
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
|
|
Realized (gains) losses included in net income, net of premium amortization
|
25
|
|
|
Unrealized gains included in other comprehensive income
|
2,364
|
|
|
Sales
|
(9,346
|
)
|
|
Issues
|
—
|
|
|
Settlements
|
(2,044
|
)
|
|
Transfers into Level 3
|
—
|
|
|
Transfers out of Level 3
|
—
|
|
|
Balance at December 31, 2017
|
$
|
9,388
|
|
Financial instrument
|
|
Fair
Value
|
|
Valuation Technique
|
|
Significant
Unobservable Inputs
|
|
Range of Inputs
|
||
Trust preferred securities
|
|
$
|
9,388
|
|
|
Discounted cash flows
|
|
Default rate
|
|
0-100%
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Totals
|
||||||||
December 31, 2017
|
|
|
|
|
|
|
|
||||||||
Impaired loans
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,251
|
|
|
$
|
9,251
|
|
OREO
|
—
|
|
|
—
|
|
|
7,392
|
|
|
7,392
|
|
||||
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,643
|
|
|
$
|
16,643
|
|
|
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
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Carrying amount prior to remeasurement
|
$
|
8,732
|
|
|
$
|
8,290
|
|
Impairment recognized in results of operations
|
(1,340
|
)
|
|
(1,549
|
)
|
||
Fair value
|
$
|
7,392
|
|
|
$
|
6,741
|
|
Financial instrument
|
|
Fair
Value
|
|
Valuation Technique
|
|
Significant
Unobservable Inputs
|
|
Range of Inputs
|
||
Impaired loans
|
|
$
|
9,251
|
|
|
Appraised value of collateral less estimated costs to sell
|
|
Estimated costs to sell
|
|
4-10%
|
OREO
|
|
$
|
7,392
|
|
|
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
|
$
|
108,316
|
|
|
$
|
104,820
|
|
|
$
|
3,496
|
|
Past due loans of 90 days or more
|
—
|
|
|
—
|
|
|
—
|
|
|||
Nonaccrual loans
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
Fair Value
|
||||||||||||||||
|
Carrying
Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
281,453
|
|
|
$
|
281,453
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
281,453
|
|
Securities available for sale
|
671,488
|
|
|
—
|
|
|
662,100
|
|
|
9,388
|
|
|
671,488
|
|
|||||
Mortgage loans held for sale
|
108,316
|
|
|
—
|
|
|
108,316
|
|
|
—
|
|
|
108,316
|
|
|||||
Loans, net
|
7,574,111
|
|
|
—
|
|
|
—
|
|
|
7,514,185
|
|
|
7,514,185
|
|
|||||
Mortgage servicing rights
|
39,339
|
|
|
—
|
|
|
—
|
|
|
47,868
|
|
|
47,868
|
|
|||||
Derivative instruments
|
5,977
|
|
|
—
|
|
|
5,977
|
|
|
—
|
|
|
5,977
|
|
|||||
Financial liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits
|
$
|
7,921,075
|
|
|
$
|
6,114,391
|
|
|
$
|
1,809,085
|
|
|
$
|
—
|
|
|
$
|
7,923,476
|
|
Short-term borrowings
|
89,814
|
|
|
89,814
|
|
|
—
|
|
|
—
|
|
|
89,814
|
|
|||||
Other long-term borrowings
|
98
|
|
|
98
|
|
|
—
|
|
|
—
|
|
|
98
|
|
|||||
Federal Home Loan Bank advances
|
7,493
|
|
|
—
|
|
|
7,661
|
|
|
—
|
|
|
7,661
|
|
|||||
Junior subordinated debentures
|
85,881
|
|
|
—
|
|
|
69,702
|
|
|
—
|
|
|
69,702
|
|
|||||
Subordinated notes
|
114,074
|
|
|
—
|
|
|
118,650
|
|
|
—
|
|
|
118,650
|
|
|||||
Derivative instruments
|
6,039
|
|
|
—
|
|
|
6,039
|
|
|
—
|
|
|
6,039
|
|
|
|
|
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
|
|
|
Pre-Tax
|
|
Tax Expense
(Benefit)
|
|
Net of Tax
|
||||||
Year Ended December 31, 2017
|
|
|
|
|
|
||||||
Securities available for sale:
|
|
|
|
|
|
||||||
Unrealized holding losses on securities
|
$
|
(3,617
|
)
|
|
$
|
(1,399
|
)
|
|
$
|
(2,218
|
)
|
Unrealized holding gains on securities transferred from held to maturity to available for sale
|
13,219
|
|
|
5,111
|
|
|
8,108
|
|
|||
Reclassification adjustment for gains realized in net income
(1)
|
(148
|
)
|
|
(57
|
)
|
|
(91
|
)
|
|||
Amortization of unrealized holding gains on securities transferred to the held to maturity category
|
(282
|
)
|
|
(109
|
)
|
|
(173
|
)
|
|||
Total securities available for sale
|
9,172
|
|
|
3,546
|
|
|
5,626
|
|
|||
Derivative instruments:
|
|
|
|
|
|
||||||
Unrealized holding gains on derivative instruments
|
874
|
|
|
338
|
|
|
536
|
|
|||
Total derivative instruments
|
874
|
|
|
338
|
|
|
536
|
|
|||
Defined benefit pension and post-retirement benefit plans:
|
|
|
|
|
|
||||||
Net gain arising during the period
|
1,379
|
|
|
351
|
|
|
1,028
|
|
|||
Amortization of net actuarial loss recognized in net periodic pension cost
(2)
|
407
|
|
|
158
|
|
|
249
|
|
|||
Total defined benefit pension and post-retirement benefit plans
|
1,786
|
|
|
509
|
|
|
1,277
|
|
|||
Total other comprehensive income
|
$
|
11,832
|
|
|
$
|
4,393
|
|
|
$
|
7,439
|
|
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 of 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
|
)
|
|
Pre-Tax
|
|
Tax Expense
(Benefit)
|
|
Net of Tax
|
||||||
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
|
)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Unrealized gains on securities
|
$
|
7,363
|
|
|
$
|
9,490
|
|
|
$
|
16,500
|
|
Non-credit related portion of other-than-temporary impairment on securities
|
(9,313
|
)
|
|
(16,719
|
)
|
|
(16,735
|
)
|
|||
Unrealized losses on derivative instruments
|
(995
|
)
|
|
(1,355
|
)
|
|
(1,882
|
)
|
|||
Unrecognized losses on defined benefit pension and post-retirement benefit plans obligations
|
(7,566
|
)
|
|
(7,320
|
)
|
|
(7,418
|
)
|
|||
Total accumulated other comprehensive loss
|
$
|
(10,511
|
)
|
|
$
|
(15,904
|
)
|
|
$
|
(9,535
|
)
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
2017
|
|
|
|
|
|
|
|
||||||||
Interest income
|
$
|
81,889
|
|
|
$
|
87,579
|
|
|
$
|
100,695
|
|
|
$
|
104,587
|
|
Interest expense
|
7,874
|
|
|
7,976
|
|
|
10,678
|
|
|
11,325
|
|
||||
Net interest income
|
74,015
|
|
|
79,603
|
|
|
90,017
|
|
|
93,262
|
|
||||
Provision for loan losses
|
1,500
|
|
|
1,750
|
|
|
2,150
|
|
|
2,150
|
|
||||
Noninterest income
|
32,021
|
|
|
34,265
|
|
|
33,413
|
|
|
32,441
|
|
||||
Noninterest expense
|
69,309
|
|
|
74,841
|
|
|
80,660
|
|
|
76,808
|
|
||||
Income before income taxes
|
35,227
|
|
|
37,277
|
|
|
40,620
|
|
|
46,745
|
|
||||
Income taxes
|
11,255
|
|
|
11,993
|
|
|
14,199
|
|
|
30,234
|
|
||||
Net income
|
$
|
23,972
|
|
|
$
|
25,284
|
|
|
$
|
26,421
|
|
|
$
|
16,511
|
|
Basic earnings per share
|
$
|
0.54
|
|
|
$
|
0.57
|
|
|
$
|
0.54
|
|
|
$
|
0.33
|
|
Diluted earnings per share
|
$
|
0.54
|
|
|
$
|
0.57
|
|
|
$
|
0.53
|
|
|
$
|
0.33
|
|
|
|
|
|
|
|
|
|
||||||||
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
|
|
|
30,255
|
|
||||
Noninterest expense
|
69,814
|
|
|
77,259
|
|
|
76,468
|
|
|
71,558
|
|
||||
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
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Basic
|
|
|
|
|
|
||||||
Net income applicable to common stock
|
$
|
92,188
|
|
|
$
|
90,930
|
|
|
$
|
68,014
|
|
Average common shares outstanding
|
46,874,502
|
|
|
41,737,636
|
|
|
35,971,877
|
|
|||
Net income per common share—basic
|
$
|
1.97
|
|
|
$
|
2.18
|
|
|
$
|
1.89
|
|
Diluted
|
|
|
|
|
|
||||||
Net income applicable to common stock
|
$
|
92,188
|
|
|
$
|
90,930
|
|
|
$
|
68,014
|
|
Average common shares outstanding
|
46,874,502
|
|
|
41,737,636
|
|
|
35,971,877
|
|
|||
Effect of dilutive stock-based compensation
|
127,014
|
|
|
251,819
|
|
|
255,562
|
|
|||
Average common shares outstanding—diluted
|
47,001,516
|
|
|
41,989,455
|
|
|
36,227,439
|
|
|||
Net income per common share—diluted
|
$
|
1.96
|
|
|
$
|
2.17
|
|
|
$
|
1.88
|
|
|
Year Ended
|
||||
|
December 31,
|
||||
|
2017
|
|
2016
|
|
2015
|
Number of shares
|
77,545
|
|
—
|
|
—
|
Range of exercise prices (for stock option awards)
|
—
|
|
—
|
|
—
|
|
2017
|
|
2016
|
||||||||||
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
||||||
Renasant Corporation
|
|
|
|
|
|
|
|
||||||
Tier 1 Capital to Average Assets (Leverage)
|
$
|
979,604
|
|
|
10.18
|
%
|
|
$
|
858,850
|
|
|
10.59
|
%
|
Common Equity Tier 1 Capital to Risk-Weighted Assets
|
896,733
|
|
|
11.34
|
%
|
|
766,560
|
|
|
11.47
|
%
|
||
Tier 1 Capital to Risk-Weighted Assets
|
979,604
|
|
|
12.39
|
%
|
|
858,850
|
|
|
12.86
|
%
|
||
Total Capital to Risk-Weighted Assets
|
1,142,926
|
|
|
14.46
|
%
|
|
1,004,038
|
|
|
15.03
|
%
|
||
Renasant Bank
|
|
|
|
|
|
|
|
||||||
Tier 1 Capital to Average Assets (Leverage)
|
$
|
1,000,715
|
|
|
10.42
|
%
|
|
$
|
824,850
|
|
|
10.20
|
%
|
Common Equity Tier 1 Capital to Risk-Weighted Assets
|
1,000,715
|
|
|
12.69
|
%
|
|
824,850
|
|
|
12.38
|
%
|
||
Tier 1 Capital to Risk-Weighted Assets
|
1,000,715
|
|
|
12.69
|
%
|
|
824,850
|
|
|
12.38
|
%
|
||
Total Capital to Risk-Weighted Assets
|
1,050,751
|
|
|
13.32
|
%
|
|
871,911
|
|
|
13.09
|
%
|
•
|
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 wealth management and fiduciary services which includes the administration and management of trust accounts including personal and corporate benefit accounts, self-directed IRAs, 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
|
||||||||||
2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Net interest income
|
$
|
344,499
|
|
|
$
|
457
|
|
|
$
|
2,160
|
|
|
$
|
(10,219
|
)
|
|
$
|
336,897
|
|
Provision for loan losses
|
7,550
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,550
|
|
|||||
Noninterest income
|
110,308
|
|
|
9,530
|
|
|
12,863
|
|
|
(561
|
)
|
|
132,140
|
|
|||||
Noninterest expense
|
281,698
|
|
|
6,957
|
|
|
11,785
|
|
|
1,178
|
|
|
301,618
|
|
|||||
Income before income taxes
|
165,559
|
|
|
3,030
|
|
|
3,238
|
|
|
(11,958
|
)
|
|
159,869
|
|
|||||
Income taxes
|
70,257
|
|
|
1,184
|
|
|
—
|
|
|
(3,760
|
)
|
|
67,681
|
|
|||||
Net income (loss)
|
$
|
95,302
|
|
|
$
|
1,846
|
|
|
$
|
3,238
|
|
|
$
|
(8,198
|
)
|
|
$
|
92,188
|
|
Total assets
|
$
|
9,717,779
|
|
|
$
|
26,470
|
|
|
$
|
61,330
|
|
|
$
|
24,402
|
|
|
$
|
9,829,981
|
|
Goodwill
|
608,279
|
|
|
2,767
|
|
|
—
|
|
|
—
|
|
|
611,046
|
|
|||||
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
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
(1)
|
$
|
81,839
|
|
|
$
|
121,233
|
|
Investments
|
2,734
|
|
|
4,327
|
|
||
Investment in bank subsidiary
(2)
|
1,618,993
|
|
|
1,291,686
|
|
||
Accrued interest receivable on bank balances
(2)
|
6
|
|
|
5
|
|
||
Intercompany receivable
(2)
|
4,210
|
|
|
2,771
|
|
||
Other assets
|
10,839
|
|
|
11,508
|
|
||
Total assets
|
$
|
1,718,621
|
|
|
$
|
1,431,530
|
|
Liabilities and shareholders’ equity
|
|
|
|
||||
Junior subordinated debentures
|
$
|
85,881
|
|
|
$
|
95,643
|
|
Subordinated notes
|
114,074
|
|
|
98,127
|
|
||
Other liabilities
|
3,683
|
|
|
4,877
|
|
||
Shareholders’ equity
|
1,514,983
|
|
|
1,232,883
|
|
||
Total liabilities and shareholders’ equity
|
$
|
1,718,621
|
|
|
$
|
1,431,530
|
|
(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,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Income
|
|
|
|
|
|
||||||
Dividends from bank subsidiary
(1)
|
$
|
34,416
|
|
|
$
|
29,733
|
|
|
$
|
24,557
|
|
Interest income from bank subsidiary
(1)
|
8
|
|
|
8
|
|
|
7
|
|
|||
Other dividends
|
94
|
|
|
469
|
|
|
266
|
|
|||
Other income
|
588
|
|
|
1,275
|
|
|
58
|
|
|||
Total income
|
35,106
|
|
|
31,485
|
|
|
24,888
|
|
|||
Expenses
|
12,649
|
|
|
9,036
|
|
|
6,823
|
|
|||
Income before income tax benefit and equity in undistributed net income of bank subsidiary
|
22,457
|
|
|
22,449
|
|
|
18,065
|
|
|||
Income tax benefit
|
(3,761
|
)
|
|
(2,890
|
)
|
|
(2,521
|
)
|
|||
Equity in undistributed net income of bank subsidiary
(1)
|
65,970
|
|
|
65,591
|
|
|
47,428
|
|
|||
Net income
|
$
|
92,188
|
|
|
$
|
90,930
|
|
|
$
|
68,014
|
|
(1)
|
Eliminates in consolidation
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Operating activities
|
|
|
|
|
|
||||||
Net income
|
$
|
92,188
|
|
|
$
|
90,930
|
|
|
$
|
68,014
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Gain on sale of securities
|
—
|
|
|
(1,186
|
)
|
|
—
|
|
|||
Equity in undistributed net income of bank subsidiary
|
(65,970
|
)
|
|
(65,591
|
)
|
|
(47,428
|
)
|
|||
Amortization/depreciation/accretion
|
656
|
|
|
560
|
|
|
579
|
|
|||
Increase in other assets
|
(1,069
|
)
|
|
(556
|
)
|
|
(1,377
|
)
|
|||
(Decrease) increase in other liabilities
|
(2,291
|
)
|
|
564
|
|
|
1,088
|
|
|||
Net cash provided by operating activities
|
23,514
|
|
|
24,721
|
|
|
20,876
|
|
|||
Investing activities
|
|
|
|
|
|
||||||
Purchases of securities held to maturity and available for sale
|
—
|
|
|
(1,380
|
)
|
|
(2,183
|
)
|
|||
Sales and maturities of securities held to maturity and available for sale
|
1,555
|
|
|
6,101
|
|
|
1,089
|
|
|||
Investment in subsidiaries
|
(25,000
|
)
|
|
(75,000
|
)
|
|
—
|
|
|||
Net cash (paid) received in acquisition
|
4,834
|
|
|
—
|
|
|
5,292
|
|
|||
Other investing activities
|
(54
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash (used in) provided by investing activities
|
(18,665
|
)
|
|
(70,279
|
)
|
|
4,198
|
|
|||
Financing activities
|
|
|
|
|
|
||||||
Cash paid for dividends
|
(34,416
|
)
|
|
(29,734
|
)
|
|
(24,557
|
)
|
|||
Cash received on exercise of stock-based compensation
|
173
|
|
|
415
|
|
|
102
|
|
|||
Excess tax benefits from exercise of stock options
|
—
|
|
|
2,771
|
|
|
520
|
|
|||
Repayment of long-term debt
|
(10,310
|
)
|
|
—
|
|
|
—
|
|
|||
Repayments of advances from bank subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuance of long-term debt
|
—
|
|
|
98,127
|
|
|
—
|
|
|||
Proceeds from equity offering
|
—
|
|
|
84,105
|
|
|
—
|
|
|||
Other financing activities
|
310
|
|
|
—
|
|
|
—
|
|
|||
Net cash (used in) provided by financing activities
|
(44,243
|
)
|
|
155,684
|
|
|
(23,935
|
)
|
|||
(Decrease) increase in cash and cash equivalents
|
(39,394
|
)
|
|
110,126
|
|
|
1,139
|
|
|||
Cash and cash equivalents at beginning of year
|
121,233
|
|
|
11,107
|
|
|
9,968
|
|
|||
Cash and cash equivalents at end of year
|
$
|
81,839
|
|
|
$
|
121,233
|
|
|
$
|
11,107
|
|
•
|
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, 2017
, an aggregate of
1,194,357
shares of common stock remained available, and options to purchase an aggregate of
41,250
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, 2017
, options to purchase an aggregate of
48,500
shares of Company common stock remained outstanding.
|
•
|
Deferred Stock Unit Plan. Under this plan, an aggregate of 317,500 shares of Company common stock are reserved for issuance; as of
December 31, 2017
, units representing an aggregate of
236,681
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, 2017
|
||||||||||
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
|
|
89,750
|
|
|
$
|
15.67
|
|
|
1,194,357
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
80,819
|
|
|
Total
|
|
89,750
|
|
|
$
|
15.67
|
|
|
1,275,176
|
|
|
|
|
(4)(vii)
|
|
|
|
|
|
(10)(i)
|
|
|
|
|
|
(10)(ii)
|
|
|
|
|
|
(10)(iii)
|
|
|
|
|
|
(10)(iv)
|
|
|
|
|
|
(10)(v)
|
|
|
|
|
|
(10)(vi)
|
|
|
|
|
|
(10)(vii)
|
|
|
|
|
|
(10)(viii)
|
|
|
|
|
|
(10)(ix)
|
|
|
|
|
|
(10)(x)
|
|
|
|
|
|
(10)(xi)
|
|
|
|
|
|
(10)(xii)
|
|
|
|
|
|
(10)(xiii)
|
|
|
|
|
|
(10)(xiv)
|
|
|
|
|
|
(10)(xv)
|
|
|
|
|
|
(10)(xvi)
|
|
|
|
|
|
(10)(xvii)
|
|
|
|
|
|
(10)(xviii)
|
|
|
|
|
|
(10)(xix)
|
|
|
|
|
|
(10)(xx)
|
|
|
|
|
|
(10)(xxi)
|
|
|
|
|
|
(10)(xxii)
|
|
|
|
|
|
(10)(xxiii)
|
|
|
|
|
|
(10)(xxiv)
|
|
|
|
|
|
(10)(xxv)
|
|
|
|
|
|
(10)(xxvi)
|
|
|
|
|
|
(10)(xxvii)
|
|
|
|
|
|
(10)(xxviii)
|
|
|
|
|
|
(10)(xxix)
|
|
|
|
|
|
(10)(xxx)
|
|
|
|
|
|
(10)(xxxi)
|
|
|
|
|
|
(10)(xxxii)
|
|
|
|
|
|
(10)(xxxiii)
|
|
|
|
|
|
(10)(xxxiv)
|
|
|
|
|
|
(10)(xxxv)
|
|
|
|
|
|
(10)(xxxvi)
|
|
|
|
|
|
(10)(xxxvii)
|
|
|
|
|
|
(10)(xxxviii)
|
|
|
|
|
|
(10)(xxxix)
|
|
|
|
|
|
(10)(xl)
|
|
|
|
|
|
(12)
|
|
|
|
|
|
(21)
|
|
|
|
|
|
(23)
|
|
|
|
|
|
(31)(i)
|
|
|
|
|
|
(31)(ii)
|
|
|
|
|
|
(32)(i)
|
|
|
|
|
|
(32)(ii)
|
|
|
|
|
|
(101)
|
|
The following materials from Renasant Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017 were formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2017 and December 31, 2016, (ii) Consolidated Statements of Income for the years ended December 31, 2017, 2016 and 2015, (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2017, 2016 and 2015, (iv) Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2017, 2016 and 2015, (v) Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015 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.
|
|
|
RENASANT CORPORATION
|
|
||
|
|
|
|
|
|
Date:
|
February 27, 2018
|
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, 2018
|
by:
|
|
/s/ George H. Booth, II
|
|
|
|
|
|
George H. Booth, II
|
|
|
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|
|
Director
|
|
|
|
|
|
|
|
Date:
|
February 27, 2018
|
by:
|
|
/s/ Frank B. Brooks
|
|
|
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|
|
Frank B. Brooks
|
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|
Director
|
|
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|
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|
|
|
Date:
|
February 27, 2018
|
by:
|
|
/s/ Kevin D. Chapman
|
|
|
|
|
|
Kevin D. Chapman
|
|
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|
|
|
Executive Vice President and
|
|
|
|
|
|
Chief Financial Officer
|
|
|
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|
|
(Principal Financial and Accounting Officer)
|
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|
|
Date:
|
February 27, 2018
|
by:
|
|
/s/ Hollis C. Cheek
|
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|
Hollis C. Cheek
|
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Director
|
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|
Date:
|
February 27, 2018
|
by:
|
|
/s/ Donald Clark, Jr.
|
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|
Donald Clark, Jr.
|
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Director
|
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|
Date:
|
February 27, 2018
|
by:
|
|
/s/ John M. Creekmore
|
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|
|
John M. Creekmore
|
|
|
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|
|
Vice Chairman of the Board and Director
|
|
|
|
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|
|
|
Date:
|
February 27, 2018
|
by:
|
|
/s/ Albert J. Dale, III
|
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|
|
|
|
Albert J. Dale, III
|
|
|
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|
|
Director
|
|
|
|
|
|
|
|
Date:
|
February 27, 2018
|
by:
|
|
/s/ Jill V. Deer
|
|
|
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|
|
Jill V. Deer
|
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|
|
Director
|
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|
|
|
|
Date:
|
February 27, 2018
|
by:
|
|
/s/ Marshall H. Dickerson
|
|
|
|
|
|
Marshall H. Dickerson
|
|
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|
|
Director
|
|
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|
|
|
|
|
|
|
|
|
Date:
|
February 27, 2018
|
by:
|
|
/s/ John T. Foy
|
|
|
|
|
|
John T. Foy
|
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
Date:
|
February 27, 2018
|
by:
|
|
/s/ R. Rick Hart
|
|
|
|
|
|
R. Rick Hart
|
|
|
|
|
|
Executive Vice President and Director
|
|
|
|
|
|
|
|
Date:
|
February 27, 2018
|
by:
|
|
/s/ Richard L. Heyer, Jr.
|
|
|
|
|
|
Richard L. Heyer, Jr.
|
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
Date:
|
February 27, 2018
|
by:
|
|
/s/ Neal A. Holland, Jr.
|
|
|
|
|
|
Neal A. Holland, Jr.
|
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
Date:
|
February 27, 2018
|
by:
|
|
/s/ E. Robinson McGraw
|
|
|
|
|
|
E. Robinson McGraw
|
|
|
|
|
|
Chairman of the Board, Director,
|
|
|
|
|
|
and Chief Executive Officer
|
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
Date:
|
February 27, 2018
|
by:
|
|
/s/ J. Niles McNeel
|
|
|
|
|
|
J. Niles McNeel
|
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
Date:
|
February 27, 2018
|
by:
|
|
/s/ Hugh S. Potts, Jr.
|
|
|
|
|
|
Hugh S. Potts, Jr.
|
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
Date:
|
February 27, 2018
|
by:
|
|
/s/ Fred F. Sharpe
|
|
|
|
|
|
Fred F. Sharpe
|
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
Date:
|
February 27, 2018
|
by:
|
|
/s/ Michael D. Shmerling
|
|
|
|
|
|
Michael D. Shmerling
|
|
|
|
|
|
Director
|
|
“c.
|
A cash payment equal to 2.5 times the aggregate of Executive’s (i) Base Compensation in effect prior to the Change in Control, determined without regard to any reduction thereof giving rise to a Constructive Termination, and (ii) average bonus paid under the PBRP with respect to the Company’s two whole fiscal years preceding such Change in Control; such aggregate amount to be paid in the form of a single-sum not more than 60 days following Executive’s Separation Date.”
|
“(g)
|
Notwithstanding any provision of this Agreement to the contrary, any amount that could be paid in one of two calendar years hereunder shall be paid in the second such year.”
|
“c.
|
A cash payment equal to 2.99 times the aggregate of Executive’s (i) Base Compensation in effect prior to the Change in Control, determined without regard to any reduction thereof giving rise to a Constructive Termination, and (ii) average bonus paid under the PBRP with respect to the Company’s two whole fiscal years preceding such Change in Control; such aggregate amount to be paid in the form of a single-sum not more than 60 days following Executive’s Separation Date.”
|
“(g)
|
Notwithstanding any provision of this Agreement to the contrary, any amount that could be paid in one of two calendar years hereunder shall be paid in the second such year.”
|
a.
|
Participation in the Company’s Performance Based Rewards Plan, as the same may be amended, restated or replaced from time to time (the “
PBRP
”);
|
b.
|
Grants and awards under the Company’s 2011 Long-Term Incentive Compensation Plan, as the same may be amended, restated or replaced from time to time (the “
LTIP,
” which reference shall include the terms of any incentive agreement issued thereunder);
|
c.
|
Not less than the number of weeks of paid annual leave in effect as of the Effective Date, subject to the Company’s standard policies and practices concerning usage, forfeiture and accrual;
|
d.
|
An additional monthly payment in an amount no less than the amount payable as of the Effective Date, which amount shall constitute Executive’s transportation benefit hereunder; and
|
e.
|
Reimbursement or payment of dues and capital assessments for membership in the country club designated by Executive;
provided that
if any bond or capital or similar payment made by the Company is repaid to Executive, Executive shall promptly remit to the Company the amount thereof.
|
a.
|
Commits an intentional act of fraud, embezzlement or theft in the course of his employment or otherwise engaged in any intentional misconduct which is materially injurious to the financial condition or business reputation of the Company or the Bank;
|
b.
|
Commits intentional damage to the property of the Company or the Bank;
|
c.
|
Is indicted for the commission of a felony or a crime involving moral turpitude;
|
d.
|
Willfully and substantially refuses to perform the essential duties of his position;
|
e.
|
Commits a material breach of this Agreement;
|
f.
|
Intentionally, recklessly or negligently violates any material provision of any code of ethics, code of conduct or equivalent code or policy of the Company or the Bank applicable to him; or
|
g.
|
Intentionally, recklessly or negligently violates any material provision of the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or any of the rules adopted by the Securities and Exchange Commission or any other governmental agency implementing the provisions of these laws.
|
a.
|
The Mandated Amounts.
|
b.
|
Any Accrued Cash Bonus.
|
c.
|
A cash payment in an aggregate amount equal to: (i) Executive’s Base Compensation in effect prior to his Separation Date, determined without regard to any reduction thereof giving rise to Executive’s Constructive Termination, for the remainder of the Employment Term but not less than 12 months; and (ii) Executive’s target bonus payable under the PBRP for the year in which Executive’s Separation Date occurs, prorated to reflect Executive’s period of service during such year; such aggregate amount to be paid in the form of a single-sum not more than 60 days following Executive’s Separation Date or such other time as may be determined in accordance with the Release.
|
d.
|
The vesting or settlement of any outstanding grant or award under the LTIP that would otherwise vest or be deemed free of restriction on account of an involuntary termination of employment by the Company, without Cause, as if Executive’s Construction Termination hereunder constitutes such a termination.
|
e.
|
If Executive and/or his dependents timely elect to continue coverage under any group medical, dental or vision plan of the Company or the Bank, in accordance with Section 4980B(f)(2) of the Internal Revenue Code of 1986, as amended (the “
Code
”) (other than a health flexible spending account under a self-insured medical reimbursement plan described in Code Section 125), the amount of the
|
a.
|
A material reduction (other than a reduction in pay uniformly applicable to all officers of the Company) in the amount of Executive’s Base Compensation;
|
b.
|
A material reduction in Executive’s authority, duties or responsibilities from those contemplated in Section 1.2 of this Agreement;
|
c.
|
A material breach of this Agreement by the Company;
|
d.
|
A requirement by the Company that Executive shall change the location of his primary place of employment to a location more than 30 miles from the Tupelo, Mississippi metropolitan statistical area; or
|
e.
|
Any attempt on the part of the Company to require Executive to perform (or omit to perform) any act or to engage (or omit to engage) in any conduct that would constitute illegal action or inaction on the part of Executive.
|
a.
|
Executive shall contemporaneously separate from service: (i) if such notice is furnished by the Company during the five-year period following the Effective Date, the Company shall pay or provide to Executive the amounts and benefits described in Section 4.5 hereof, as if such separation was involuntary by the Company without Cause; or (ii) if such notice is furnished by the Company after
|
b.
|
Executive shall continue to perform services for the benefit of the Company, he shall thereafter be deemed an “at will” employee.
|
a.
|
The Mandated Amounts.
|
b.
|
Any Accrued Cash Bonus.
|
c.
|
A cash payment equal to two times the aggregate of Executive’s (i) Base Compensation in effect prior to the Change in Control, determined without regard to any reduction thereof giving rise to a Constructive Termination, and (ii) average bonus paid under the PBRP with respect to the Company’s two whole fiscal years preceding such Change in Control; such aggregate amount to be paid in the form of a single-sum not more than 60 days following Executive’s Separation Date, unless otherwise provided in a Release.
|
d.
|
If Executive and/or his dependents timely elect to continue group medical, dental or vision coverage within the meaning of Code Section 4980B(f)(2) with respect to a plan sponsored by the Company or the Bank (other than a health flexible spending account under a self-insured medical reimbursement plan described in Code Section 125), the amount of the applicable continuation coverage premium therefore, payable on the first day of each month, for the lesser of 18 months or the period of such coverage as determined in accordance with Code Section 4980B.
|
e.
|
Any outstanding award or grant shall vest, or be deemed free of restriction or otherwise settled as provided under the terms the LTIP.
|
a.
|
The determination of whether any reduction in the Aggregate Payments is required shall be made at the expense of the Company and by the Company’s independent accountants or another independent accountant agreed upon by Executive and the Company.
|
b.
|
In the event that any portion of the Aggregate Payments is required to be reduced hereunder, then the reduction shall occur in the following order: (i) reduction of the amount payable under Section 5.2c hereof; (ii) reduction of Accrued Cash Bonus; and (iii) forfeiture of any grant or award under the LTIP. Within any of the foregoing categories, a reduction shall occur first with respect to amounts that are not deemed to constitute a “deferral of compensation” within the meaning of and subject to Code Section 409A (“
Nonqualified Deferred Compensation
”) and then with respect to amounts that are treated as Nonqualified Deferred Compensation, with such reduction being applied in each case to the payments in the reverse order in which they would otherwise be made (that is, later payments shall be reduced before earlier payments).
|
a.
|
Solicit for any business purpose, hire or offer to hire, or participate in the business solicitation or hiring of, any officer or employee of a Protected Entity;
|
b.
|
Persuade, or attempt to persuade in any manner, any officer, employee, agent or consultant of a Protected Entity to discontinue any relationship with a Protected Entity; or
|
c.
|
Solicit or divert, or attempt to solicit or divert, any customer or depositor of the Bank, as determined on Executive’s Separation Date, including any prospective or potential customer or depositor of the Bank with respect to which the Bank has expended material efforts to solicit before his Separation Date.
|
a.
|
Acknowledges that he has been advised to consult an attorney before signing this Release and that Executive has done so.
|
b.
|
That he has 21 calendar days after the Notice Date (above) to consider whether to sign this Release, without alteration, and return it to the Company in accordance with the notice provisions set forth in the Employment Agreement, and that if he executes and delivers this Release before the expiration of the 21-day period, Executive will be deemed to have waived the balance of the period. Executive agrees that any negotiation or modification of this release shall not extend such 21-day period.
|
c.
|
Acknowledges that he has been given an opportunity to review this Release, that he fully understand its provisions, and that he has voluntarily entered into this Release.
|
e.
|
Understands that he may revoke this Release by providing written notice to the Company by hand delivery or by U.S. mail, postage prepaid in accordance with the notice provisions of Executive’s Employment Agreement, during the seven-day period following its execution; thereafter, this Release shall be irrevocable. Executive acknowledges that if he revokes this Release, the Company shall have no obligation to provide the Consideration, and that the Company shall have no obligation to pay the Consideration until this Release shall become irrevocable in accordance with its terms.
|
f.
|
Acknowledges that payment of the Consideration is voluntary on the part of the Company and are not required by any legal obligation of the Company, other than under the terms of the Employment Agreement and this Release.
|
g.
|
Agrees that if this Release is not executed and delivered to the Company before the end of the 21-day period described in subsection b hereof, the Company’s obligation in respect of the payment of the Consideration shall be deemed void and of no effect.
|
h.
|
Agrees that this Release shall not be executed and delivered to the Company before Executive’s Separation Date (above).
|
a.
|
Any claims relating to Executive’s employment with Parties Released, including any consideration payable with respect thereto or the termination thereof, the terms and conditions of such employment, employee benefits related to such employment, and Executive’s separation from such employment, and/or any of the events relating, directly or indirectly, to or surrounding such separation, including, but not limited to, claims for discriminatory, wrongful or retaliatory discharge, breach of contract, tort, defamation, slander, and emotional distress, but excluding those claims retained as provided in Section 3 below; and
|
b.
|
Any claims of discrimination, harassment, whistle blowing or retaliation in connection with Executive’s employment, whether arising under federal, state or local law, including, without limitation, all claims arising under Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Reconstruction Era Civil Rights Act of 1866, 42 USC §§ 1981-86, as amended, the Rehabilitation Act of 1973, the Equal Pay Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974, as amended, and the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
Years Ended December 31,
|
||||||||||||||||||||||
|
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income before income taxes
|
|
$
|
159,869
|
|
|
$
|
135,777
|
|
|
$
|
99,764
|
|
|
$
|
85,887
|
|
|
$
|
45,746
|
|
|
$
|
33,465
|
|
|
Fixed charges (see below)
|
|
42,009
|
|
|
31,522
|
|
|
24,944
|
|
|
25,901
|
|
|
24,947
|
|
|
26,975
|
|
|||||||
Total earnings
|
|
|
$
|
201,878
|
|
|
$
|
167,299
|
|
|
$
|
124,708
|
|
|
$
|
111,788
|
|
|
$
|
70,693
|
|
|
$
|
60,440
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Interest expensed and capitalized on deposits
|
|
$
|
24,620
|
|
|
$
|
17,856
|
|
|
$
|
13,715
|
|
|
$
|
16,216
|
|
|
$
|
17,118
|
|
|
$
|
19,030
|
|
|
Interest expensed and capitalized on other debt
|
|
13,233
|
|
|
10,291
|
|
|
7,950
|
|
|
7,711
|
|
|
6,353
|
|
|
6,945
|
|
|||||||
Amortized premiums and discounts related to deposits
|
|
3,017
|
|
|
2,484
|
|
|
2,611
|
|
|
1,425
|
|
|
632
|
|
|
—
|
|
|||||||
Amortized premiums and discounts related to other indebtedness
|
|
(435
|
)
|
|
(548
|
)
|
|
(521
|
)
|
|
(387
|
)
|
|
(21
|
)
|
|
161
|
|
|||||||
Estimate of the interest expense within rental expense
|
|
1,574
|
|
|
1,439
|
|
|
1,189
|
|
|
936
|
|
|
865
|
|
|
839
|
|
|||||||
Total fixed charges
|
|
|
$
|
42,009
|
|
|
$
|
31,522
|
|
|
$
|
24,944
|
|
|
$
|
25,901
|
|
|
$
|
24,947
|
|
|
$
|
26,975
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Ratio of Earnings to Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Excluding Interest on Deposits
|
|
12.12
|
|
|
13.14
|
|
|
12.58
|
|
|
11.40
|
|
|
7.36
|
|
|
5.21
|
|
|||||||
Including Interest on Deposits
|
|
4.81
|
|
|
5.31
|
|
|
5.00
|
|
|
4.32
|
|
|
2.83
|
|
|
2.24
|
|
•
|
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, 2018
|
|
by:
|
|
/s/ E. Robinson McGraw
|
|
|
|
|
|
|
E. Robinson McGraw
|
|
|
|
|
|
|
Chairman of the Board, Director,
|
|
|
|
|
|
|
and Chief Executive Officer
|
|
|
|
|
|
|
(Principal Executive Officer)
|
Date:
|
|
February 27, 2018
|
|
by:
|
|
/s/ Kevin D. Chapman
|
|
|
|
|
|
|
Kevin D. Chapman
|
|
|
|
|
|
|
Executive Vice President and
|
|
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
(Principal Financial Officer)
|
Date:
|
|
February 27, 2018
|
|
by:
|
|
/s/ E. Robinson McGraw
|
|
|
|
|
|
|
E. Robinson McGraw
|
|
|
|
|
|
|
Chairman of the Board, Director,
|
|
|
|
|
|
|
and Chief Executive Officer
|
|
|
|
|
|
|
(Principal Executive Officer)
|
Date:
|
|
February 27, 2018
|
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by:
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/s/ Kevin D. Chapman
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Kevin D. Chapman
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Executive Vice President and
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Chief Financial Officer
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(Principal Financial Officer)
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