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Georgia
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58-1416811
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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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Large accelerated filer
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¨
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Accelerated filer
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ý
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Non-accelerated filer
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o
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Smaller reporting company
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o
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(Do not check if smaller reporting company)
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Emerging growth company
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o
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Page
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Part I.
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Item l.
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Item 2.
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Item 3.
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Item 4.
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Part II.
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Item 1.
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Item 1A.
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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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(Unaudited)
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||||
($ in thousands)
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March 31,
2018 |
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December 31,
2017 |
||||
Assets
|
|
|
|
||||
Cash and due from banks
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$
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37,703
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|
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$
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33,874
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Interest-bearing deposits with banks
|
114,397
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104,032
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Federal funds sold
|
48,396
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48,396
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Cash and cash equivalents
|
200,496
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186,302
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|
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Investment securities available-for-sale
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124,576
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120,121
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|
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Investment securities held-to-maturity
(fair value of $20,947 and $21,685, respectively)
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21,342
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21,689
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|
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Loans held-for-sale
(includes loans at fair value of $355,515 and $269,140, respectively)
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425,300
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357,755
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Loans
|
3,714,308
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3,580,966
|
|
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Allowance for loan losses
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(30,940
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)
|
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(29,772
|
)
|
||
Loans, net of allowance for loan losses
|
3,683,368
|
|
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3,551,194
|
|
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|
||||
Premises and equipment, net
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88,624
|
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88,463
|
|
||
Other real estate, net
|
7,668
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|
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7,621
|
|
||
Bank owned life insurance
|
72,284
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71,883
|
|
||
Servicing rights, net
|
119,553
|
|
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112,615
|
|
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Other assets
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68,448
|
|
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59,215
|
|
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Total assets
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$
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4,811,659
|
|
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$
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4,576,858
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Liabilities
|
|
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Deposits
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Noninterest-bearing demand deposits
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$
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1,152,315
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$
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1,125,598
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Interest-bearing deposits
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2,748,092
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2,741,602
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Total deposits
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3,900,407
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3,867,200
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Short-term borrowings
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337,795
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150,580
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Subordinated debt, net
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120,620
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120,587
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Other liabilities
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42,093
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36,859
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Total liabilities
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4,400,915
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4,175,226
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Shareholders’ equity
|
|
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Preferred stock, no par value. Authorized 10,000,000; zero issued and outstanding
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—
|
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—
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Common stock, no par value. Authorized 50,000,000; issued and outstanding 27,034,255 and 27,019,201, respectively
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219,234
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217,555
|
|
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Accumulated other comprehensive (loss)/income, net of tax
|
(631
|
)
|
|
383
|
|
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Retained earnings
|
192,141
|
|
|
183,694
|
|
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Total shareholders’ equity
|
410,744
|
|
|
401,632
|
|
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Total liabilities and shareholders’ equity
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$
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4,811,659
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$
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4,576,858
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Three Months Ended March 31,
|
||||||
($ in thousands, except per share data)
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2018
|
|
2017
|
||||
Interest income:
|
|
|
|
||||
Loans, including fees
|
$
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39,849
|
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$
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36,083
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Investment securities:
|
|
|
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||||
Taxable interest income
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1,098
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1,163
|
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Nontaxable interest income
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77
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|
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45
|
|
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Other
|
538
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351
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Total interest income
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41,562
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37,642
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Interest expense:
|
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||||
Deposits
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4,313
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3,449
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Short-term borrowings
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910
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392
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Subordinated debt
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1,571
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1,567
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Total interest expense
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6,794
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5,408
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Net interest income
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34,768
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32,234
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Provision for loan losses
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2,130
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2,100
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Net interest income after provision for loan losses
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32,638
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30,134
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Noninterest income:
|
|
|
|
||||
Service charges on deposit accounts
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1,472
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1,455
|
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Other fees and charges
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2,235
|
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1,857
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Mortgage banking activities
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28,562
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25,869
|
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Indirect lending activities
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2,148
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4,426
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SBA lending activities
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1,157
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1,818
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Trust and wealth management fees
|
532
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288
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Other
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1,027
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1,657
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Total noninterest income
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37,133
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37,370
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|
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Noninterest expense:
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Salaries and employee benefits
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27,561
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25,438
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Commissions
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7,506
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7,498
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Occupancy
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4,932
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4,163
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Professional and other services
|
4,798
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4,067
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Other
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9,945
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9,406
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Total noninterest expense
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54,742
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50,572
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Income before income tax expense
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15,029
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16,932
|
|
||
Income tax expense
|
3,262
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|
|
6,405
|
|
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Net income
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$
|
11,767
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$
|
10,527
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|
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Earnings per common share:
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|
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Basic
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$
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0.44
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$
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0.40
|
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Diluted
|
$
|
0.43
|
|
|
$
|
0.40
|
|
|
|
|
|
||||
Cash dividends declared per common share
|
$
|
0.12
|
|
|
$
|
0.12
|
|
|
|
|
|
||||
Net income
|
$
|
11,767
|
|
|
$
|
10,527
|
|
Other comprehensive (loss)/income, net of tax:
|
|
|
|
||||
Change in net unrealized (losses)/gains on available-for-sale debt securities, net of tax effect of ($365) and $4, respectively
|
(1,094
|
)
|
|
7
|
|
||
Other comprehensive (loss)/income, net of tax
|
(1,094
|
)
|
|
7
|
|
||
Total comprehensive income
|
$
|
10,673
|
|
|
$
|
10,534
|
|
|
|
Preferred Stock
|
|
Common Stock
|
|
Accumulated
Other Comprehensive Income/(Loss), Net of Tax |
|
Retained
Earnings |
|
Total
|
||||||||||||||||
(in thousands)
|
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Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||
Balance at December 31, 2016
|
|
—
|
|
|
$
|
—
|
|
|
26,318
|
|
|
$
|
205,309
|
|
|
$
|
692
|
|
|
$
|
156,646
|
|
|
$
|
362,647
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
10,527
|
|
|
10,527
|
|
||||||||||
Other comprehensive income, net of tax
|
|
|
|
|
|
|
|
|
|
7
|
|
|
|
|
7
|
|
||||||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,534
|
|
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Common stock issued under various employee plans, net
|
|
|
|
|
|
40
|
|
|
1,281
|
|
|
|
|
|
|
1,281
|
|
|||||||||
Cash dividends paid
|
|
|
|
|
|
|
|
|
|
|
|
(3,160
|
)
|
|
(3,160
|
)
|
||||||||||
Balance at March 31, 2017
|
|
—
|
|
|
$
|
—
|
|
|
26,358
|
|
|
$
|
206,590
|
|
|
$
|
699
|
|
|
$
|
164,013
|
|
|
$
|
371,302
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at December 31, 2017
|
|
—
|
|
|
$
|
—
|
|
|
27,019
|
|
|
$
|
217,555
|
|
|
$
|
383
|
|
|
$
|
183,694
|
|
|
$
|
401,632
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
11,767
|
|
|
11,767
|
|
|||||||||
Impact of adoption of new accounting standard
(1)
|
|
|
|
|
|
|
|
|
|
80
|
|
|
(80
|
)
|
|
—
|
|
|||||||||
Other comprehensive loss, net of tax
|
|
|
|
|
|
|
|
|
|
|
(1,094
|
)
|
|
|
|
(1,094
|
)
|
|||||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,673
|
|
||||||||||
Common stock issued under various employee plans, net
|
|
|
|
|
|
|
15
|
|
|
1,679
|
|
|
|
|
|
|
1,679
|
|
||||||||
Cash dividends paid
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,240
|
)
|
|
(3,240
|
)
|
|||||||||
Balance at March 31, 2018
|
|
—
|
|
|
$
|
—
|
|
|
27,034
|
|
|
$
|
219,234
|
|
|
$
|
(631
|
)
|
|
$
|
192,141
|
|
|
$
|
410,744
|
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
11,767
|
|
|
$
|
10,527
|
|
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
|
|
|
|
||||
Provision for loan losses
|
2,130
|
|
|
2,100
|
|
||
Depreciation and amortization of premises and equipment
|
1,091
|
|
|
1,159
|
|
||
Amortization of FDIC indemnification asset, net
|
4
|
|
|
510
|
|
||
Accretion of purchase discounts or premiums, net
|
(291
|
)
|
|
(309
|
)
|
||
Other amortization
|
236
|
|
|
363
|
|
||
Impairment of other real estate
|
85
|
|
|
839
|
|
||
Amortization and impairment of servicing rights, net
|
48
|
|
|
2,475
|
|
||
Share-based compensation expense
|
1,478
|
|
|
752
|
|
||
Postretirement benefits, net
|
618
|
|
|
526
|
|
||
Gains on loan sales, including origination of servicing rights
|
(17,723
|
)
|
|
(20,659
|
)
|
||
Net gain on sales of other real estate
|
—
|
|
|
(301
|
)
|
||
Net income on bank owned life insurance
|
(401
|
)
|
|
(436
|
)
|
||
Net change in deferred income tax
|
(365
|
)
|
|
5,632
|
|
||
Net change in fair value of loans held-for-sale
|
(2,109
|
)
|
|
(2,907
|
)
|
||
Originations of loans held-for-sale
|
(659,011
|
)
|
|
(668,270
|
)
|
||
Proceeds from sales of loans held-for-sale
|
605,996
|
|
|
787,827
|
|
||
Net payments (paid to) received from FDIC under loss-share agreements
|
(256
|
)
|
|
413
|
|
||
(Increase) decrease in other assets
|
(592
|
)
|
|
2,878
|
|
||
Increase in other liabilities
|
5,346
|
|
|
5,891
|
|
||
Net cash (used in) provided by operating activities
|
(51,949
|
)
|
|
129,010
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of investment securities available-for-sale
|
(9,923
|
)
|
|
—
|
|
||
Maturities, calls, and repayment of investment securities available-for-sale
|
3,826
|
|
|
4,999
|
|
||
Maturities, calls and repayment of investment securities held-to-maturity
|
330
|
|
|
576
|
|
||
Purchases of FHLB stock
|
(8,671
|
)
|
|
(3,493
|
)
|
||
Redemption of FHLB stock
|
—
|
|
|
3,187
|
|
||
Net increase in loans
|
(135,550
|
)
|
|
(54,772
|
)
|
||
Proceeds from sales of other real estate
|
—
|
|
|
3,986
|
|
||
Purchases of premises and equipment
|
(1,252
|
)
|
|
(700
|
)
|
||
Net cash used in investing activities
|
(151,240
|
)
|
|
(46,217
|
)
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
Cash flows from financing activities:
|
|
|
|
||||
Net increase in noninterest-bearing deposits
|
$
|
26,717
|
|
|
$
|
40,472
|
|
Net increase in interest-bearing deposits
|
6,490
|
|
|
84,042
|
|
||
Net decrease in other short-term borrowings
|
(12,785
|
)
|
|
(3,885
|
)
|
||
Proceeds from FHLB advances
|
725,000
|
|
|
200,000
|
|
||
Repayments on FHLB advances
|
(525,000
|
)
|
|
(200,000
|
)
|
||
Proceeds from the issuance of common stock, net
|
201
|
|
|
529
|
|
||
Cash dividends paid on common stock
|
(3,240
|
)
|
|
(3,160
|
)
|
||
Net cash provided by financing activities
|
217,383
|
|
|
117,998
|
|
||
Net increase in cash and cash equivalents
|
14,194
|
|
|
200,791
|
|
||
Cash and cash equivalents, beginning of period
|
186,302
|
|
|
149,711
|
|
||
Cash and cash equivalents, end of period
|
$
|
200,496
|
|
|
$
|
350,502
|
|
|
|
|
|
||||
Supplemental cash flow information and non-cash disclosures:
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
||||
Interest on deposits and borrowings
|
$
|
5,701
|
|
|
$
|
4,366
|
|
Income taxes
|
—
|
|
|
7
|
|
||
Transfers of loans from held-for-sale to held for investment
|
1,684
|
|
|
—
|
|
||
Transfers of loans to other real estate
|
132
|
|
|
994
|
|
|
|
March 31, 2018
|
||||||||||||||
(in thousands)
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
Investment securities available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
Obligations of U.S. Government sponsored enterprises
|
|
$
|
22,173
|
|
|
$
|
58
|
|
|
$
|
(275
|
)
|
|
$
|
21,956
|
|
Municipal securities
|
|
9,302
|
|
|
232
|
|
|
(42
|
)
|
|
9,492
|
|
||||
SBA pool securities
|
|
12,148
|
|
|
—
|
|
|
(396
|
)
|
|
11,752
|
|
||||
Residential mortgage-backed securities
|
|
57,664
|
|
|
577
|
|
|
(262
|
)
|
|
57,979
|
|
||||
Commercial mortgage-backed securities
|
|
24,130
|
|
|
—
|
|
|
(733
|
)
|
|
23,397
|
|
||||
Total available-for-sale
|
|
$
|
125,417
|
|
|
$
|
867
|
|
|
$
|
(1,708
|
)
|
|
$
|
124,576
|
|
|
|
|
|
|
|
|
|
|
||||||||
Investment securities held-to-maturity:
|
|
|
|
|
|
|
|
|
||||||||
Municipal securities
|
|
$
|
8,581
|
|
|
$
|
17
|
|
|
$
|
(155
|
)
|
|
$
|
8,443
|
|
Residential mortgage-backed securities
|
|
8,784
|
|
|
83
|
|
|
(340
|
)
|
|
8,527
|
|
||||
Commercial mortgage-backed securities
|
|
3,977
|
|
|
—
|
|
|
—
|
|
|
3,977
|
|
||||
Total held-to-maturity
|
|
$
|
21,342
|
|
|
$
|
100
|
|
|
$
|
(495
|
)
|
|
$
|
20,947
|
|
|
|
December 31, 2017
|
||||||||||||||
(in thousands)
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
Investment securities available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
Obligations of U.S. Government sponsored enterprises
|
|
$
|
22,182
|
|
|
$
|
141
|
|
|
$
|
(98
|
)
|
|
$
|
22,225
|
|
Municipal securities
|
|
9,318
|
|
|
340
|
|
|
(23
|
)
|
|
9,635
|
|
||||
SBA pool securities
|
|
13,031
|
|
|
6
|
|
|
(127
|
)
|
|
12,910
|
|
||||
Residential mortgage-backed securities
|
|
50,251
|
|
|
803
|
|
|
(76
|
)
|
|
50,978
|
|
||||
Commercial mortgage-backed securities
|
|
24,721
|
|
|
6
|
|
|
(354
|
)
|
|
24,373
|
|
||||
Total available-for-sale
|
|
$
|
119,503
|
|
|
$
|
1,296
|
|
|
$
|
(678
|
)
|
|
$
|
120,121
|
|
|
|
|
|
|
|
|
|
|
||||||||
Investment securities held-to-maturity:
|
|
|
|
|
|
|
|
|
||||||||
Municipal securities
|
|
$
|
8,588
|
|
|
$
|
53
|
|
|
$
|
—
|
|
|
$
|
8,641
|
|
Residential mortgage-backed securities
|
|
9,100
|
|
|
99
|
|
|
(156
|
)
|
|
9,043
|
|
||||
Commercial mortgage-backed securities
|
|
4,001
|
|
|
—
|
|
|
—
|
|
|
4,001
|
|
||||
Total held-to-maturity
|
|
$
|
21,689
|
|
|
$
|
152
|
|
|
$
|
(156
|
)
|
|
$
|
21,685
|
|
|
|
March 31, 2018
|
||||||||||||||
|
|
Less Than 12 Months
|
|
12 Months or Longer
|
||||||||||||
(in thousands)
|
|
Fair
Value |
|
Gross Unrealized
Losses |
|
Fair
Value |
|
Gross Unrealized
Losses |
||||||||
Investment securities available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
Obligations of U.S. Government sponsored enterprises
|
|
$
|
19,796
|
|
|
$
|
(275
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Municipal securities
|
|
$
|
1,808
|
|
|
$
|
(8
|
)
|
|
$
|
1,034
|
|
|
$
|
(34
|
)
|
SBA pool securities
|
|
7,106
|
|
|
(207
|
)
|
|
4,646
|
|
|
(189
|
)
|
||||
Residential mortgage-backed securities
|
|
10,968
|
|
|
(92
|
)
|
|
4,998
|
|
|
(170
|
)
|
||||
Commercial mortgage-backed securities
|
|
11,785
|
|
|
(261
|
)
|
|
11,610
|
|
|
(472
|
)
|
||||
Total available-for-sale
|
|
$
|
51,463
|
|
|
$
|
(843
|
)
|
|
$
|
22,288
|
|
|
$
|
(865
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Investment securities held-to-maturity:
|
|
|
|
|
|
|
|
|
||||||||
Municipal securities
|
|
$
|
6,838
|
|
|
$
|
(155
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Residential mortgage-backed securities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,248
|
|
|
$
|
(340
|
)
|
Total held-to-maturity
|
|
$
|
6,838
|
|
|
$
|
(155
|
)
|
|
$
|
7,248
|
|
|
$
|
(340
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
December 31, 2017
|
||||||||||||||
|
|
Less Than 12 Months
|
|
12 Months or Longer
|
||||||||||||
(in thousands)
|
|
Fair
Value |
|
Gross Unrealized
Losses |
|
Fair
Value |
|
Gross Unrealized
Losses |
||||||||
Investment securities available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
Obligations of U.S. Government sponsored enterprises
|
|
$
|
14,974
|
|
|
$
|
(98
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Municipal securities
|
|
—
|
|
|
—
|
|
|
1,050
|
|
|
(23
|
)
|
||||
SBA pool securities
|
|
3,285
|
|
|
(42
|
)
|
|
4,979
|
|
|
(85
|
)
|
||||
Residential mortgage-backed securities
|
|
1,835
|
|
|
(8
|
)
|
|
5,383
|
|
|
(68
|
)
|
||||
Commercial mortgage-backed securities
|
|
10,051
|
|
|
(89
|
)
|
|
12,360
|
|
|
(265
|
)
|
||||
Total available-for-sale
|
|
$
|
30,145
|
|
|
$
|
(237
|
)
|
|
$
|
23,772
|
|
|
$
|
(441
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Investment securities held-to-maturity:
|
|
|
|
|
|
|
|
|
||||||||
Residential mortgage-backed securities
|
|
—
|
|
|
—
|
|
|
7,652
|
|
|
(156
|
)
|
||||
Total held-to-maturity
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,652
|
|
|
$
|
(156
|
)
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||
(in thousands)
|
|
Amortized
Cost |
|
Fair
Value |
|
Amortized
Cost |
|
Fair
Value |
||||||||
Investment securities available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
Obligations of U.S. Government sponsored enterprises
|
|
|
|
|
|
|
|
|
||||||||
Due after one year through five years
|
|
$
|
21,170
|
|
|
$
|
20,913
|
|
|
$
|
21,179
|
|
|
$
|
21,160
|
|
Due after five years through ten years
|
|
1,003
|
|
|
1,043
|
|
|
1,003
|
|
|
1,065
|
|
||||
Municipal securities
|
|
|
|
|
|
|
|
|
||||||||
Due after one year through five years
|
|
1,498
|
|
|
1,468
|
|
|
1,503
|
|
|
1,488
|
|
||||
Due after five years through ten years
|
|
2,750
|
|
|
2,837
|
|
|
2,753
|
|
|
2,877
|
|
||||
Due after ten years
|
|
5,054
|
|
|
5,187
|
|
|
5,062
|
|
|
5,270
|
|
||||
SBA pool securities
|
|
|
|
|
|
|
|
|
||||||||
Due after five years through ten years
|
|
7,313
|
|
|
7,106
|
|
|
7,967
|
|
|
7,931
|
|
||||
Due after ten years
|
|
4,835
|
|
|
4,646
|
|
|
5,064
|
|
|
4,979
|
|
||||
Residential mortgage-backed securities
|
|
57,664
|
|
|
57,979
|
|
|
50,251
|
|
|
50,978
|
|
||||
Commercial mortgage-backed securities
|
|
24,130
|
|
|
23,397
|
|
|
24,721
|
|
|
24,373
|
|
||||
Total available-for-sale
|
|
$
|
125,417
|
|
|
$
|
124,576
|
|
|
$
|
119,503
|
|
|
$
|
120,121
|
|
|
|
|
|
|
|
|
|
|
||||||||
Investment securities held-to-maturity:
|
|
|
|
|
|
|
|
|
||||||||
Municipal securities
|
|
|
|
|
|
|
|
|
||||||||
Due after five years through ten years
|
|
$
|
1,588
|
|
|
$
|
1,604
|
|
|
$
|
1,588
|
|
|
$
|
1,641
|
|
Due after ten years
|
|
6,993
|
|
|
6,839
|
|
|
7,000
|
|
|
7,000
|
|
||||
Residential mortgage-backed securities
|
|
8,784
|
|
|
8,527
|
|
|
9,100
|
|
|
9,043
|
|
||||
Commercial mortgage-backed securities
|
|
3,977
|
|
|
3,977
|
|
|
4,001
|
|
|
4,001
|
|
||||
Total held-to-maturity
|
|
$
|
21,342
|
|
|
$
|
20,947
|
|
|
$
|
21,689
|
|
|
$
|
21,685
|
|
(in thousands)
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Public deposits
|
|
$
|
62,844
|
|
|
$
|
60,415
|
|
Securities sold under repurchase agreements
|
|
25,551
|
|
|
19,485
|
|
||
Total pledged securities
|
|
$
|
88,395
|
|
|
$
|
79,900
|
|
(in thousands)
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Residential mortgage
|
|
$
|
355,515
|
|
|
$
|
269,140
|
|
SBA
|
|
19,785
|
|
|
13,615
|
|
||
Indirect automobile
|
|
50,000
|
|
|
75,000
|
|
||
Total loans held-for-sale
|
|
$
|
425,300
|
|
|
$
|
357,755
|
|
|
|
March 31, 2018
|
||||||||||
|
|
Loans
|
|
|
||||||||
(in thousands)
|
|
Legacy
|
|
Acquired
|
|
Total
|
||||||
Commercial
|
|
$
|
771,820
|
|
|
$
|
125,477
|
|
|
$
|
897,297
|
|
SBA
|
|
132,439
|
|
|
7,869
|
|
|
140,308
|
|
|||
Total commercial loans
|
|
904,259
|
|
|
133,346
|
|
|
1,037,605
|
|
|||
|
|
|
|
|
|
|
||||||
Construction
|
|
261,700
|
|
|
4,080
|
|
|
265,780
|
|
|||
|
|
|
|
|
|
|
||||||
Indirect automobile
|
|
1,719,670
|
|
|
—
|
|
|
1,719,670
|
|
|||
Installment loans and personal lines of credit
|
|
27,267
|
|
|
1,449
|
|
|
28,716
|
|
|||
Total consumer loans
|
|
1,746,937
|
|
|
1,449
|
|
|
1,748,386
|
|
|||
Residential mortgage
|
|
489,118
|
|
|
23,555
|
|
|
512,673
|
|
|||
Home equity lines of credit
|
|
133,798
|
|
|
16,066
|
|
|
149,864
|
|
|||
Total mortgage loans
|
|
622,916
|
|
|
39,621
|
|
|
662,537
|
|
|||
Total loans
|
|
$
|
3,535,812
|
|
|
$
|
178,496
|
|
|
$
|
3,714,308
|
|
|
|
December 31, 2017
|
||||||||||
|
|
Loans
|
|
|
||||||||
(in thousands)
|
|
Legacy
|
|
Acquired
|
|
Total
|
||||||
Commercial
|
|
$
|
675,544
|
|
|
$
|
135,655
|
|
|
$
|
811,199
|
|
SBA
|
|
133,186
|
|
|
8,022
|
|
|
141,208
|
|
|||
Total commercial loans
|
|
808,730
|
|
|
143,677
|
|
|
952,407
|
|
|||
|
|
|
|
|
|
|
||||||
Construction
|
|
243,112
|
|
|
5,205
|
|
|
248,317
|
|
|||
|
|
|
|
|
|
|
||||||
Indirect automobile
|
|
1,716,156
|
|
|
—
|
|
|
1,716,156
|
|
|||
Installment loans and personal lines of credit
|
|
24,158
|
|
|
1,837
|
|
|
25,995
|
|
|||
Total consumer loans
|
|
1,740,314
|
|
|
1,837
|
|
|
1,742,151
|
|
|||
Residential mortgage
|
|
461,194
|
|
|
28,527
|
|
|
489,721
|
|
|||
Home equity lines of credit
|
|
131,049
|
|
|
17,321
|
|
|
148,370
|
|
|||
Total mortgage loans
|
|
592,243
|
|
|
45,848
|
|
|
638,091
|
|
|||
Total loans
|
|
$
|
3,384,399
|
|
|
$
|
196,567
|
|
|
$
|
3,580,966
|
|
(in thousands)
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Commercial
|
|
$
|
13,270
|
|
|
$
|
11,314
|
|
SBA
|
|
4,592
|
|
|
2,503
|
|
||
Total commercial loans
|
|
17,862
|
|
|
13,817
|
|
||
|
|
|
|
|
||||
Construction
|
|
4,338
|
|
|
4,520
|
|
||
|
|
|
|
|
||||
Indirect automobile
|
|
1,535
|
|
|
1,912
|
|
||
Installment loans and personal lines of credit
|
|
436
|
|
|
440
|
|
||
Total consumer loans
|
|
1,971
|
|
|
2,352
|
|
||
Residential mortgage
|
|
30,650
|
|
|
23,169
|
|
||
Home equity lines of credit
|
|
3,885
|
|
|
3,154
|
|
||
Total mortgage loans
|
|
34,535
|
|
|
26,323
|
|
||
Total nonaccrual loans
|
|
$
|
58,706
|
|
|
$
|
47,012
|
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
(in thousands)
|
|
Accruing
Delinquent 30-89 Days |
|
Accruing
Delinquent 90 Days or More |
|
TDRs
Accruing |
|
Accruing
Delinquent 30-89 Days |
|
Accruing
Delinquent 90 Days or More |
|
TDRs
Accruing |
||||||||||||
Commercial
|
|
$
|
927
|
|
|
$
|
7,257
|
|
|
$
|
8,404
|
|
|
$
|
3,821
|
|
|
$
|
5,722
|
|
|
$
|
8,468
|
|
SBA
|
|
4,417
|
|
|
63
|
|
|
1,446
|
|
|
5,560
|
|
|
70
|
|
|
3,800
|
|
||||||
Construction
|
|
286
|
|
|
48
|
|
|
—
|
|
|
—
|
|
|
102
|
|
|
—
|
|
||||||
Indirect automobile
|
|
2,257
|
|
|
—
|
|
|
2,132
|
|
|
3,971
|
|
|
87
|
|
|
1,960
|
|
||||||
Installment and personal lines of credit
|
|
247
|
|
|
—
|
|
|
30
|
|
|
449
|
|
|
—
|
|
|
33
|
|
||||||
Residential mortgage
|
|
6,581
|
|
|
347
|
|
|
395
|
|
|
7,447
|
|
|
268
|
|
|
495
|
|
||||||
Home equity lines of credit
|
|
980
|
|
|
13
|
|
|
53
|
|
|
831
|
|
|
64
|
|
|
51
|
|
||||||
Total
|
|
$
|
15,695
|
|
|
$
|
7,728
|
|
|
$
|
12,460
|
|
|
$
|
22,079
|
|
|
$
|
6,313
|
|
|
$
|
14,807
|
|
(in thousands)
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Commercial
|
|
$
|
248,844
|
|
|
$
|
242,695
|
|
Home equity lines of credit
|
|
104,575
|
|
|
94,526
|
|
||
Residential mortgage
|
|
388,538
|
|
|
351,591
|
|
||
Total
|
|
$
|
741,957
|
|
|
$
|
688,812
|
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
(in thousands)
|
|
Unpaid
Principal Balance |
|
Recorded
Investment (1) |
|
Related
Allowance |
|
Unpaid
Principal Balance |
|
Recorded
Investment (1) |
|
Related
Allowance |
||||||||||||
Impaired Loans with Allowance
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial
|
|
$
|
18,488
|
|
|
$
|
17,634
|
|
|
$
|
1,671
|
|
|
$
|
11,877
|
|
|
$
|
11,824
|
|
|
$
|
839
|
|
SBA
|
|
3,637
|
|
|
2,753
|
|
|
259
|
|
|
6,634
|
|
|
5,664
|
|
|
294
|
|
||||||
Construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Installment and personal lines of credit
|
|
336
|
|
|
283
|
|
|
214
|
|
|
343
|
|
|
290
|
|
|
219
|
|
||||||
Residential mortgage
|
|
5,107
|
|
|
5,058
|
|
|
612
|
|
|
4,838
|
|
|
4,799
|
|
|
616
|
|
||||||
Home equity lines of credit
|
|
1,539
|
|
|
1,416
|
|
|
728
|
|
|
831
|
|
|
745
|
|
|
633
|
|
||||||
Loans
|
|
$
|
29,107
|
|
|
$
|
27,144
|
|
|
$
|
3,484
|
|
|
$
|
24,523
|
|
|
$
|
23,322
|
|
|
$
|
2,601
|
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||
(in thousands)
|
|
Unpaid
Principal Balance |
|
Recorded
Investment (1) |
|
Unpaid
Principal Balance |
|
Recorded
Investment (1) |
||||||||
Impaired Loans with No Allowance
|
|
|
|
|
|
|
|
|
||||||||
Commercial
|
|
$
|
8,265
|
|
|
$
|
6,705
|
|
|
$
|
14,839
|
|
|
$
|
12,509
|
|
SBA
|
|
4,448
|
|
|
3,665
|
|
|
1,815
|
|
|
1,133
|
|
||||
Construction
|
|
5,788
|
|
|
4,338
|
|
|
5,995
|
|
|
4,520
|
|
||||
Installment and personal lines of credit
|
|
1,445
|
|
|
163
|
|
|
1,445
|
|
|
163
|
|
||||
Residential mortgage
|
|
29,124
|
|
|
28,402
|
|
|
21,955
|
|
|
21,398
|
|
||||
Home equity lines of credit
|
|
2,322
|
|
|
2,192
|
|
|
2,452
|
|
|
2,318
|
|
||||
Loans
|
|
$
|
51,392
|
|
|
$
|
45,465
|
|
|
$
|
48,501
|
|
|
$
|
42,041
|
|
|
|
Three Months Ended March 31,
|
||||||||||||||
|
|
2018
|
|
2017
|
||||||||||||
(in thousands)
|
|
Average
Recorded Investment |
|
Interest
Income Recognized |
|
Average
Recorded Investment |
|
Interest
Income Recognized |
||||||||
Commercial
|
|
$
|
24,282
|
|
|
$
|
152
|
|
|
$
|
20,155
|
|
|
$
|
139
|
|
SBA
|
|
6,429
|
|
|
96
|
|
|
9,048
|
|
|
101
|
|
||||
Construction
|
|
4,424
|
|
|
7
|
|
|
6,274
|
|
|
1
|
|
||||
Indirect automobile
|
|
3,260
|
|
|
64
|
|
|
2,237
|
|
|
52
|
|
||||
Installment and personal lines of credit
|
|
447
|
|
|
46
|
|
|
396
|
|
|
34
|
|
||||
Residential mortgage
|
|
31,317
|
|
|
208
|
|
|
13,763
|
|
|
48
|
|
||||
Home equity lines of credit
|
|
3,480
|
|
|
19
|
|
|
1,952
|
|
|
16
|
|
||||
Total
|
|
$
|
73,639
|
|
|
$
|
592
|
|
|
$
|
53,825
|
|
|
$
|
391
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
March 31, 2018
|
||||||||||||||||||||||||||||||
Asset Rating
|
|
Commercial
|
|
SBA
|
|
Construction
|
|
Indirect
Automobile |
|
Installment and Personal Lines of Credit
|
|
Residential
Mortgage |
|
Home Equity
Lines of Credit |
|
Total
|
||||||||||||||||
Pass
|
|
$
|
846,587
|
|
|
$
|
129,164
|
|
|
$
|
255,830
|
|
|
$
|
—
|
|
|
$
|
27,953
|
|
|
$
|
476,283
|
|
|
$
|
145,521
|
|
|
$
|
1,881,338
|
|
Special Mention
|
|
20,333
|
|
|
6,912
|
|
|
5,556
|
|
|
—
|
|
|
232
|
|
|
1,029
|
|
|
141
|
|
|
34,203
|
|
||||||||
Substandard
|
|
30,377
|
|
|
4,232
|
|
|
4,394
|
|
|
4,991
|
|
|
531
|
|
|
35,361
|
|
|
4,202
|
|
|
84,088
|
|
||||||||
|
|
897,297
|
|
|
140,308
|
|
|
265,780
|
|
|
4,991
|
|
|
28,716
|
|
|
512,673
|
|
|
149,864
|
|
|
1,999,629
|
|
||||||||
Ungraded Performing
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,714,679
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,714,679
|
|
||||||||
Total
|
|
$
|
897,297
|
|
|
$
|
140,308
|
|
|
$
|
265,780
|
|
|
$
|
1,719,670
|
|
|
$
|
28,716
|
|
|
$
|
512,673
|
|
|
$
|
149,864
|
|
|
$
|
3,714,308
|
|
(in thousands)
|
|
December 31, 2017
|
||||||||||||||||||||||||||||||
Asset Rating
|
|
Commercial
|
|
SBA
|
|
Construction
|
|
Indirect
Automobile |
|
Installment and Personal Lines of Credit
|
|
Residential
Mortgage |
|
Home Equity
Lines of Credit |
|
Total
|
||||||||||||||||
Pass
|
|
$
|
758,271
|
|
|
$
|
129,629
|
|
|
$
|
235,987
|
|
|
$
|
—
|
|
|
$
|
25,229
|
|
|
$
|
461,650
|
|
|
$
|
145,082
|
|
|
$
|
1,755,848
|
|
Special Mention
|
|
21,264
|
|
|
6,847
|
|
|
7,699
|
|
|
—
|
|
|
231
|
|
|
—
|
|
|
—
|
|
|
36,041
|
|
||||||||
Substandard
|
|
31,664
|
|
|
4,732
|
|
|
4,631
|
|
|
4,972
|
|
|
535
|
|
|
28,071
|
|
|
3,288
|
|
|
77,893
|
|
||||||||
|
|
811,199
|
|
|
141,208
|
|
|
248,317
|
|
|
4,972
|
|
|
25,995
|
|
|
489,721
|
|
|
148,370
|
|
|
1,869,782
|
|
||||||||
Ungraded Performing
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,711,184
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,711,184
|
|
||||||||
Total
|
|
$
|
811,199
|
|
|
$
|
141,208
|
|
|
$
|
248,317
|
|
|
$
|
1,716,156
|
|
|
$
|
25,995
|
|
|
$
|
489,721
|
|
|
$
|
148,370
|
|
|
$
|
3,580,966
|
|
|
|
For the Three Months Ended March 31,
|
||||||
(in thousands)
|
|
2018
|
|
2017
|
||||
Beginning balance
|
|
$
|
3,005
|
|
|
$
|
4,403
|
|
Accretion of income
|
|
(569
|
)
|
|
(360
|
)
|
||
Other activity, net
(1)
|
|
880
|
|
|
—
|
|
||
Ending balance
|
|
$
|
3,316
|
|
|
$
|
4,043
|
|
|
|
Three Months Ended March 31, 2018
|
||||||||||||||||||||||||||
|
|
Commercial Loans
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
(in thousands)
|
|
Commercial
|
|
SBA
|
|
Construction
|
|
Consumer
|
|
Mortgage
|
|
Unallocated
|
|
Total
|
||||||||||||||
Beginning balance
|
|
$
|
7,846
|
|
|
$
|
1,968
|
|
|
$
|
2,396
|
|
|
$
|
10,758
|
|
|
$
|
5,928
|
|
|
$
|
876
|
|
|
$
|
29,772
|
|
Charge-offs
|
|
—
|
|
|
(105
|
)
|
|
—
|
|
|
(1,434
|
)
|
|
(40
|
)
|
|
—
|
|
|
(1,579
|
)
|
|||||||
Recoveries
|
|
(75
|
)
|
|
5
|
|
|
364
|
|
|
309
|
|
|
14
|
|
|
—
|
|
|
617
|
|
|||||||
Net (charge-offs) / recoveries
|
|
(75
|
)
|
|
(100
|
)
|
|
364
|
|
|
(1,125
|
)
|
|
(26
|
)
|
|
—
|
|
|
(962
|
)
|
|||||||
Provision for loan losses
|
|
1,966
|
|
|
112
|
|
|
(160
|
)
|
|
726
|
|
|
362
|
|
|
(876
|
)
|
|
2,130
|
|
|||||||
Ending balance
|
|
$
|
9,737
|
|
|
$
|
1,980
|
|
|
$
|
2,600
|
|
|
$
|
10,359
|
|
|
$
|
6,264
|
|
|
$
|
—
|
|
|
$
|
30,940
|
|
|
|
Three Months Ended March 31, 2017
|
||||||||||||||||||||||||||
|
|
Commercial Loans
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
(in thousands)
|
|
Commercial
|
|
SBA
|
|
Construction
|
|
Consumer
|
|
Mortgage
|
|
Unallocated
|
|
Total
|
||||||||||||||
Beginning balance
|
|
$
|
9,331
|
|
|
$
|
1,978
|
|
|
$
|
2,176
|
|
|
$
|
9,812
|
|
|
$
|
5,755
|
|
|
$
|
779
|
|
|
$
|
29,831
|
|
Charge-offs
|
|
(133
|
)
|
|
(85
|
)
|
|
—
|
|
|
(1,835
|
)
|
|
(51
|
)
|
|
—
|
|
|
(2,104
|
)
|
|||||||
Recoveries
|
|
161
|
|
|
44
|
|
|
207
|
|
|
291
|
|
|
35
|
|
|
—
|
|
|
738
|
|
|||||||
Net (charge-offs) / recoveries
|
|
28
|
|
|
(41
|
)
|
|
207
|
|
|
(1,544
|
)
|
|
(16
|
)
|
|
—
|
|
|
(1,366
|
)
|
|||||||
Decrease in FDIC indemnification asset
|
|
(110
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(110
|
)
|
|||||||
Provision for loan losses
(1)
|
|
200
|
|
|
191
|
|
|
(61
|
)
|
|
1,667
|
|
|
71
|
|
|
32
|
|
|
2,100
|
|
|||||||
Ending balance
|
|
$
|
9,449
|
|
|
$
|
2,128
|
|
|
$
|
2,322
|
|
|
$
|
9,935
|
|
|
$
|
5,810
|
|
|
$
|
811
|
|
|
$
|
30,455
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2018
|
||||||||||||||||||||||||||
|
|
Commercial Loans
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
(in thousands)
|
|
Commercial
|
|
SBA
|
|
Construction
|
|
Consumer
|
|
Mortgage
|
|
Unallocated
|
|
Total
|
||||||||||||||
Individually evaluated
|
|
$
|
1,671
|
|
|
$
|
259
|
|
|
$
|
—
|
|
|
$
|
214
|
|
|
$
|
1,340
|
|
|
$
|
—
|
|
|
$
|
3,484
|
|
Collectively evaluated
|
|
7,993
|
|
|
1,721
|
|
|
2,575
|
|
|
10,145
|
|
|
4,888
|
|
|
—
|
|
|
27,322
|
|
|||||||
Acquired with deteriorated credit quality
|
|
73
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
36
|
|
|
—
|
|
|
134
|
|
|||||||
Total ALL
|
|
$
|
9,737
|
|
|
$
|
1,980
|
|
|
$
|
2,600
|
|
|
$
|
10,359
|
|
|
$
|
6,264
|
|
|
$
|
—
|
|
|
$
|
30,940
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Individually evaluated
|
|
$
|
24,339
|
|
|
$
|
6,419
|
|
|
$
|
4,338
|
|
|
$
|
445
|
|
|
$
|
37,068
|
|
|
$
|
—
|
|
|
$
|
72,609
|
|
Collectively evaluated
|
|
854,212
|
|
|
133,451
|
|
|
261,052
|
|
|
1,747,929
|
|
|
620,738
|
|
|
—
|
|
|
3,617,382
|
|
|||||||
Acquired with deteriorated credit quality
|
|
18,746
|
|
|
438
|
|
|
390
|
|
|
12
|
|
|
4,731
|
|
|
—
|
|
|
24,317
|
|
|||||||
Total loans
|
|
$
|
897,297
|
|
|
$
|
140,308
|
|
|
$
|
265,780
|
|
|
$
|
1,748,386
|
|
|
$
|
662,537
|
|
|
$
|
—
|
|
|
$
|
3,714,308
|
|
|
|
December 31, 2017
|
||||||||||||||||||||||||||
|
|
Commercial Loans
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
(in thousands)
|
|
Commercial
|
|
SBA
|
|
Construction
|
|
Consumer
|
|
Mortgage
|
|
Unallocated
|
|
Total
|
||||||||||||||
Individually evaluated
|
|
$
|
839
|
|
|
$
|
294
|
|
|
$
|
—
|
|
|
$
|
219
|
|
|
$
|
1,249
|
|
|
$
|
—
|
|
|
$
|
2,601
|
|
Collectively evaluated
|
|
6,935
|
|
|
1,674
|
|
|
2,371
|
|
|
10,539
|
|
|
4,567
|
|
|
876
|
|
|
26,962
|
|
|||||||
Acquired with deteriorated credit quality
|
|
72
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
112
|
|
|
—
|
|
|
209
|
|
|||||||
Total ALL
|
|
$
|
7,846
|
|
|
$
|
1,968
|
|
|
$
|
2,396
|
|
|
$
|
10,758
|
|
|
$
|
5,928
|
|
|
$
|
876
|
|
|
$
|
29,772
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Individually evaluated
|
|
$
|
24,333
|
|
|
$
|
6,797
|
|
|
$
|
4,520
|
|
|
$
|
453
|
|
|
$
|
29,260
|
|
|
$
|
—
|
|
|
$
|
65,363
|
|
Collectively evaluated
|
|
766,143
|
|
|
133,955
|
|
|
243,344
|
|
|
1,741,635
|
|
|
603,895
|
|
|
—
|
|
|
3,488,972
|
|
|||||||
Acquired with deteriorated credit quality
|
|
20,723
|
|
|
456
|
|
|
453
|
|
|
63
|
|
|
4,936
|
|
|
—
|
|
|
26,631
|
|
|||||||
Total loans
|
|
$
|
811,199
|
|
|
$
|
141,208
|
|
|
$
|
248,317
|
|
|
$
|
1,742,151
|
|
|
$
|
638,091
|
|
|
$
|
—
|
|
|
$
|
3,580,966
|
|
(in thousands)
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Commercial
|
|
$
|
1,382
|
|
|
$
|
1,422
|
|
Residential
|
|
390
|
|
|
258
|
|
||
Undeveloped property
|
|
5,896
|
|
|
5,941
|
|
||
Total ORE, net
|
|
$
|
7,668
|
|
|
$
|
7,621
|
|
|
|
For the Three Months Ended March 31,
|
||||||
(in thousands)
|
|
2018
|
|
2017
|
||||
Beginning balance
|
|
$
|
7,621
|
|
|
$
|
14,814
|
|
Transfers of loans to ORE
|
|
132
|
|
|
994
|
|
||
Sales
|
|
—
|
|
|
(3,685
|
)
|
||
Write-downs
|
|
(85
|
)
|
|
(839
|
)
|
||
Ending balance
|
|
$
|
7,668
|
|
|
$
|
11,284
|
|
|
|
|
|
March 31, 2018
|
||||||||||||
(in thousands)
|
|
Total Fair Value
|
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Investment securities available-for-sale
|
|
$
|
124,576
|
|
|
$
|
—
|
|
|
$
|
124,576
|
|
|
$
|
—
|
|
Mortgage loans held-for-sale
|
|
355,515
|
|
|
—
|
|
|
355,515
|
|
|
—
|
|
||||
Other assets
(1)
|
|
7,580
|
|
|
—
|
|
|
—
|
|
|
7,580
|
|
||||
Other liabilities
(1)
|
|
(1,641
|
)
|
|
—
|
|
|
—
|
|
|
(1,641
|
)
|
|
|
|
|
December 31, 2017
|
||||||||||||
(in thousands)
|
|
Total Fair Value
|
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Investment securities available-for-sale
|
|
$
|
120,121
|
|
|
$
|
—
|
|
|
$
|
120,121
|
|
|
$
|
—
|
|
Mortgage loans held-for-sale
|
|
269,140
|
|
|
—
|
|
|
269,140
|
|
|
—
|
|
||||
Other assets
(1)
|
|
4,168
|
|
|
—
|
|
|
—
|
|
|
4,168
|
|
||||
Other liabilities
(1)
|
|
(691
|
)
|
|
—
|
|
|
—
|
|
|
(691
|
)
|
|
|
As of or for the Three Months Ended March 31,
|
||||||||||||||
|
|
2018
|
|
2017
|
||||||||||||
(in thousands)
|
|
Other
Assets (1) |
|
Other
Liabilities (1) |
|
Other
Assets (1) |
|
Other
Liabilities (1) |
||||||||
Beginning balance
|
|
$
|
4,168
|
|
|
$
|
(691
|
)
|
|
$
|
7,111
|
|
|
$
|
(1,065
|
)
|
Total gains / (losses) included in earnings:
|
|
|
|
|
|
|
|
|
||||||||
Issuances
|
|
7,580
|
|
|
(1,641
|
)
|
|
8,025
|
|
|
(2,349
|
)
|
||||
Settlements and closed loans
|
|
(4,168
|
)
|
|
691
|
|
|
(7,238
|
)
|
|
1,065
|
|
||||
Expirations
|
|
—
|
|
|
—
|
|
|
127
|
|
|
—
|
|
||||
Ending balance
|
|
$
|
7,580
|
|
|
$
|
(1,641
|
)
|
|
$
|
8,025
|
|
|
$
|
(2,349
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2018
|
||||||||||||
(in thousands)
|
|
Total Fair Value
|
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Impaired loans
|
|
$
|
25,545
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25,545
|
|
ORE, net
|
|
359
|
|
|
—
|
|
|
—
|
|
|
359
|
|
||||
Residential mortgage servicing rights
|
|
38,991
|
|
|
—
|
|
|
—
|
|
|
38,991
|
|
|
|
|
|
December 31, 2017
|
||||||||||||
(in thousands)
|
|
Total Fair Value
|
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Impaired loans
|
|
$
|
23,257
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23,257
|
|
ORE, net
|
|
4,993
|
|
|
—
|
|
|
—
|
|
|
4,993
|
|
||||
Residential mortgage servicing rights
|
|
57,895
|
|
|
—
|
|
|
—
|
|
|
57,895
|
|
||||
SBA servicing rights
|
|
1,027
|
|
|
—
|
|
|
—
|
|
|
1,027
|
|
|
|
Fair Value at
|
|
|
|
|
|
|
|
|
||||||
($ in thousands)
|
|
March 31, 2018
|
|
December 31, 2017
|
|
Valuation
Technique |
|
Unobservable
Inputs |
|
Range/Weighted
Average at March 31, 2018 |
|
Range/Weighted
Average at December 31, 2017 |
||||
Nonrecurring:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Impaired loans
|
|
$
|
25,545
|
|
|
$
|
23,257
|
|
|
Appraised value
less estimated selling costs |
|
Estimated
selling costs |
|
0% - 10.00%
10.00% |
|
0% - 10.00%
10.00% |
Other real estate
|
|
359
|
|
|
4,993
|
|
|
Discounted appraisals
less estimated selling costs |
|
Estimated
selling costs |
|
0% - 10.00%
9.62% |
|
0% - 10.00%
9.61% |
||
Residential mortgage servicing rights
|
|
38,991
|
|
|
57,895
|
|
|
Discounted
cash flows |
|
Discount rate
|
|
10.14% - 11.63%
10.46% |
|
9.64% - 11.13%
9.95% |
||
|
|
|
|
|
|
|
|
Modeled prepayment
speeds |
|
6.75% - 13.45%
6.90% |
|
7.60% - 15.75%
8.19% |
||||
SBA servicing rights
|
|
—
|
|
|
1,027
|
|
|
Discounted
cash flows |
|
Discount rate
|
|
N/A
|
|
13.12%
|
||
|
|
|
|
|
|
|
|
Modeled prepayment
speeds |
|
N/A
|
|
11.33%
|
||||
Recurring:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
IRLCs
|
|
6,497
|
|
|
3,439
|
|
|
Pricing
model |
|
Modeled pull-through
ratio |
|
84.50%
|
|
84.50%
|
||
Forward commitments
|
|
(558
|
)
|
|
38
|
|
|
Investor
pricing |
|
Pricing spreads
|
|
98.70% - 104.52%
102.25% |
|
90.00% - 104.94%
102.64% |
(in thousands)
|
|
Aggregate Fair Value
March 31, 2018 |
|
Aggregate Unpaid
Principal Balance at March 31, 2018 |
|
Aggregate Fair Value Over
Unpaid Principal |
||||||
Residential mortgage loans held-for-sale
|
|
$
|
355,515
|
|
|
$
|
348,797
|
|
|
$
|
6,718
|
|
(in thousands)
|
|
Aggregate Fair Value
December 31, 2017 |
|
Aggregate Unpaid
Principal Balance at December 31, 2017 |
|
Aggregate Fair Value Over
Unpaid Principal |
||||||
Residential mortgage loans held-for-sale
|
|
$
|
269,140
|
|
|
$
|
262,315
|
|
|
$
|
6,825
|
|
|
|
|
|
Fair Value Measurements at March 31, 2018
|
||||||||||||||||
(in thousands)
|
|
Carrying
Amount |
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
Total Fair
Value |
||||||||||
Financial instruments (assets):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
200,496
|
|
|
$
|
200,496
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
200,496
|
|
Investment securities available-for-sale
|
|
124,576
|
|
|
—
|
|
|
124,576
|
|
|
—
|
|
|
124,576
|
|
|||||
Investment securities held-to-maturity
|
|
21,342
|
|
|
—
|
|
|
16,970
|
|
|
3,977
|
|
|
20,947
|
|
|||||
Total loans, net
(1)
|
|
4,108,668
|
|
|
—
|
|
|
355,515
|
|
|
3,499,485
|
|
|
3,855,000
|
|
|||||
Financial instruments (liabilities):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Noninterest-bearing demand deposits
|
|
$
|
1,152,315
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,152,315
|
|
|
$
|
1,152,315
|
|
Interest-bearing deposits
|
|
2,748,092
|
|
|
—
|
|
|
—
|
|
|
2,749,553
|
|
|
2,749,553
|
|
|||||
Short-term borrowings
|
|
337,795
|
|
|
—
|
|
|
337,795
|
|
|
—
|
|
|
337,795
|
|
|||||
Subordinated debt
|
|
120,620
|
|
|
—
|
|
|
112,610
|
|
|
—
|
|
|
112,610
|
|
|
|
|
|
Fair Value Measurements at December 31, 2017
|
||||||||||||||||
(in thousands)
|
|
Carrying
Amount |
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
Total Fair
Value |
||||||||||
Financial instruments (assets):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
186,302
|
|
|
$
|
186,302
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
186,302
|
|
Investment securities available-for-sale
|
|
120,121
|
|
|
—
|
|
|
120,121
|
|
|
—
|
|
|
120,121
|
|
|||||
Investment securities held-to-maturity
|
|
21,689
|
|
|
—
|
|
|
17,684
|
|
|
4,001
|
|
|
21,685
|
|
|||||
Total loans, net
(1)
|
|
3,908,949
|
|
|
—
|
|
|
269,140
|
|
|
3,466,839
|
|
|
3,735,979
|
|
|||||
Financial instruments (liabilities):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Noninterest-bearing demand deposits
|
|
$
|
1,125,598
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,125,598
|
|
|
$
|
1,125,598
|
|
Interest-bearing deposits
|
|
2,741,602
|
|
|
—
|
|
|
—
|
|
|
2,739,204
|
|
|
2,739,204
|
|
|||||
Short-term borrowings
|
|
150,580
|
|
|
—
|
|
|
150,580
|
|
|
—
|
|
|
150,580
|
|
|||||
Subordinated debt
|
|
120,587
|
|
|
—
|
|
|
114,402
|
|
|
—
|
|
|
114,402
|
|
|
Contract or Notional Amount as of
|
||||||
(in thousands)
|
March 31,
2018 |
|
December 31,
2017 |
||||
Forward rate commitments
|
$
|
653,027
|
|
|
$
|
430,389
|
|
Interest rate lock commitments
|
323,116
|
|
|
172,293
|
|
||
Total derivatives contracts
|
$
|
976,143
|
|
|
$
|
602,682
|
|
|
|
Three Months Ended March 31,
|
||||||
(in thousands, except per share )
|
|
2018
|
|
2017
|
||||
Net income
|
|
$
|
11,767
|
|
|
$
|
10,527
|
|
|
|
|
|
|
||||
Weighted average common shares outstanding - basic
(1)
|
|
27,011
|
|
|
26,335
|
|
||
Effect of dilutive stock options
(2)
|
|
110
|
|
|
142
|
|
||
Weighted average common shares outstanding – diluted
|
|
27,121
|
|
|
26,477
|
|
||
|
|
|
|
|
||||
EPS:
|
|
|
|
|
||||
Basic
|
|
$
|
0.44
|
|
|
$
|
0.40
|
|
Diluted
|
|
$
|
0.43
|
|
|
$
|
0.40
|
|
|
|
|
|
|
(in thousands)
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Loan servicing rights
|
|
|
|
|
||||
Residential mortgage
|
|
$
|
107,943
|
|
|
$
|
100,679
|
|
SBA
|
|
4,737
|
|
|
4,818
|
|
||
Indirect automobile
|
|
6,873
|
|
|
7,118
|
|
||
Total servicing rights
|
|
$
|
119,553
|
|
|
$
|
112,615
|
|
|
|
For the Three Months Ended March 31,
|
||||||
(in thousands)
|
|
2018
|
|
2017
|
||||
Residential mortgage servicing rights
|
|
|
|
|
||||
Beginning carrying value, net
|
|
$
|
100,679
|
|
|
$
|
86,131
|
|
Additions
|
|
6,146
|
|
|
6,425
|
|
||
Amortization
|
|
(3,426
|
)
|
|
(3,158
|
)
|
||
Recoveries, net
(1)
|
|
4,544
|
|
|
1,989
|
|
||
Ending carrying value, net
|
|
$
|
107,943
|
|
|
$
|
91,387
|
|
|
|
For the Three Months Ended March 31,
|
||||||
(in thousands)
|
|
2018
|
|
2017
|
||||
Residential mortgage servicing impairment
|
|
|
|
|
||||
Beginning balance
|
|
$
|
9,818
|
|
|
$
|
9,152
|
|
Additions
|
|
—
|
|
|
57
|
|
||
Recoveries
|
|
(4,544
|
)
|
|
(2,046
|
)
|
||
Ending balance
|
|
$
|
5,274
|
|
|
$
|
7,163
|
|
($ in thousands)
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Residential Mortgage Servicing Rights
|
|
|
|
|
||||
Fair Value
|
|
$
|
113,237
|
|
|
$
|
103,725
|
|
Composition of residential loans serviced for others:
|
|
|
|
|
||||
Fixed-rate
|
|
99.58
|
%
|
|
99.55
|
%
|
||
Adjustable-rate
|
|
0.42
|
%
|
|
0.45
|
%
|
||
Total
|
|
100.00
|
%
|
|
100.00
|
%
|
||
Remaining term (years)
|
|
25.7
|
|
|
25.7
|
|
||
Modeled prepayment speed
|
|
6.94
|
%
|
|
8.19
|
%
|
||
Decline in fair value due to a 10% adverse change
|
|
$
|
(3,426
|
)
|
|
$
|
(3,497
|
)
|
Decline in fair value due to a 20% adverse change
|
|
(6,610
|
)
|
|
(6,796
|
)
|
||
Weighted average discount rate
|
|
10.46
|
%
|
|
9.95
|
%
|
||
Decline in fair value due to a 10% adverse change
|
|
$
|
(5,154
|
)
|
|
$
|
(4,299
|
)
|
Decline in fair value due to a 20% adverse change
|
|
(9,794
|
)
|
|
(8,223
|
)
|
Residential mortgage loans serviced
|
|
March 31, 2018
|
|
Net Charge-offs
for the Three Months Ended March 31, 2018 |
||||||||||||
|
|
Unpaid
Principal Balance |
|
Delinquent (days)
|
|
|||||||||||
(in thousands)
|
|
|
30 to 89
|
|
90+
|
|
||||||||||
Serviced for others
|
|
$
|
9,098,508
|
|
|
$
|
101,544
|
|
|
$
|
7,046
|
|
|
$
|
—
|
|
Held-for-sale
(1)
|
|
348,797
|
|
|
255
|
|
|
177
|
|
|
—
|
|
||||
Held-for-investment
(2)
|
|
511,476
|
|
|
12,012
|
|
|
20,397
|
|
|
—
|
|
||||
Total residential mortgage loans serviced
|
|
$
|
9,958,781
|
|
|
$
|
113,811
|
|
|
$
|
27,620
|
|
|
$
|
—
|
|
|
|
For the Three Months Ended March 31,
|
||||||
(in thousands)
|
|
2018
|
|
2017
|
||||
SBA loan servicing rights
|
|
|
|
|
||||
Beginning carrying value, net
|
|
$
|
4,818
|
|
|
$
|
5,707
|
|
Additions
|
|
271
|
|
|
391
|
|
||
Amortization
|
|
(483
|
)
|
|
(416
|
)
|
||
Recoveries / (impairment), net
(1)
|
|
131
|
|
|
(20
|
)
|
||
Ending carrying value, net
|
|
$
|
4,737
|
|
|
$
|
5,662
|
|
|
|
For the Three Months Ended March 31,
|
||||||
(in thousands)
|
|
2018
|
|
2017
|
||||
SBA servicing rights impairment
|
|
|
|
|
||||
Beginning balance
|
|
$
|
134
|
|
|
$
|
—
|
|
Additions
|
|
—
|
|
|
20
|
|
||
Recoveries
|
|
(131
|
)
|
|
—
|
|
||
Ending balance
|
|
$
|
3
|
|
|
$
|
20
|
|
($ in thousands)
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
SBA loan servicing rights
|
|
|
|
|
||||
Fair Value
|
|
$
|
4,923
|
|
|
$
|
5,275
|
|
Composition of loans serviced for others:
|
|
|
|
|
||||
Fixed-rate
|
|
—
|
%
|
|
—
|
%
|
||
Adjustable-rate
|
|
100.00
|
%
|
|
100.00
|
%
|
||
Total
|
|
100.00
|
%
|
|
100.00
|
%
|
||
Remaining term (years)
|
|
18.8
|
|
|
18.9
|
|
||
Modeled prepayment speed
|
|
11.33
|
%
|
|
11.33
|
%
|
||
Decline in fair value due to a 10% adverse change
|
|
$
|
(171
|
)
|
|
$
|
(181
|
)
|
Decline in fair value due to a 20% adverse change
|
|
(332
|
)
|
|
(351
|
)
|
||
Weighted average discount rate
|
|
13.63
|
%
|
|
13.13
|
%
|
||
Decline in fair value due to a 10% adverse change
|
|
$
|
(195
|
)
|
|
$
|
(199
|
)
|
Decline in fair value due to a 20% adverse change
|
|
(376
|
)
|
|
(384
|
)
|
SBA loans serviced
|
|
March 31, 2018
|
|
Net Charge-offs
for the Three Months Ended March 31, 2018 |
||||||||||||
|
|
Unpaid
Principal Balance |
|
|
|
|
|
|||||||||
|
|
|
Delinquent (days)
|
|
||||||||||||
(in thousands)
|
|
|
30 to 89
|
|
90+
|
|
||||||||||
Serviced for others
|
|
$
|
248,232
|
|
|
$
|
14,642
|
|
|
$
|
1,422
|
|
|
$
|
—
|
|
Held-for-sale
|
|
19,785
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Held-for-investment
|
|
144,975
|
|
|
5,187
|
|
|
4,004
|
|
|
100
|
|
||||
Total SBA loans serviced
|
|
$
|
412,992
|
|
|
$
|
19,829
|
|
|
$
|
5,426
|
|
|
$
|
100
|
|
|
|
For the Three Months Ended March 31,
|
||||||
(in thousands)
|
|
2018
|
|
2017
|
||||
Indirect automobile loan servicing rights
|
|
|
|
|
||||
Beginning carrying value
|
|
$
|
7,118
|
|
|
$
|
7,457
|
|
Additions
|
|
569
|
|
|
1,403
|
|
||
Amortization
|
|
(814
|
)
|
|
(870
|
)
|
||
Ending carrying value
|
|
$
|
6,873
|
|
|
$
|
7,990
|
|
($ in thousands)
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Indirect automobile loan servicing rights
|
|
|
|
|
||||
Fair value
|
|
$
|
6,961
|
|
|
$
|
7,436
|
|
Composition of loans serviced for others:
|
|
|
|
|
||||
Fixed-rate
|
|
100.00
|
%
|
|
100.00
|
%
|
||
Adjustable-rate
|
|
—
|
%
|
|
—
|
%
|
||
Total
|
|
100.00
|
%
|
|
100.00
|
%
|
||
Remaining term (years)
|
|
4.4
|
|
|
4.5
|
|
||
Modeled prepayment speed
|
|
20.59
|
%
|
|
20.59
|
%
|
||
Decline in fair value due to a 10% adverse change
|
|
$
|
(174
|
)
|
|
$
|
(192
|
)
|
Decline in fair value due to a 20% adverse change
|
|
(343
|
)
|
|
(377
|
)
|
||
Weighted average discount rate
|
|
7.72
|
%
|
|
7.18
|
%
|
||
Decline in fair value due to a 10% adverse change
|
|
$
|
(67
|
)
|
|
$
|
(69
|
)
|
Decline in fair value due to a 20% adverse change
|
|
(133
|
)
|
|
(137
|
)
|
|
|
March 31, 2018
|
|
Net Charge-offs
for the Three Months Ended March 31, 2018 |
||||||||||||
Indirect automobile loans serviced
|
|
Unpaid
Principal Balance |
|
|
|
|
|
|||||||||
|
|
|
Delinquent (days)
|
|
||||||||||||
(in thousands)
|
|
|
30 to 89
|
|
90+
|
|
||||||||||
Serviced for others
|
|
$
|
1,018,743
|
|
|
$
|
2,075
|
|
|
$
|
2,756
|
|
|
$
|
1,128
|
|
Held-for-sale
|
|
50,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Held-for-investment
|
|
1,719,670
|
|
|
3,292
|
|
|
3,187
|
|
|
1,147
|
|
||||
Total indirect automobile loans serviced
|
|
$
|
2,788,413
|
|
|
$
|
5,367
|
|
|
$
|
5,943
|
|
|
$
|
2,275
|
|
▪
|
The seller has a present right to payment for the asset.
|
▪
|
The buyer has legal title of the asset.
|
▪
|
The seller has transferred physical possession of the asset.
|
▪
|
The buyer has the significant risks and rewards of ownership of the asset.
|
▪
|
The buyer has accepted the asset.
|
|
|
Three Months Ended March 31,
|
||||||
($ in thousands)
|
|
2018
|
|
2017
|
||||
Noninterest Income
|
|
|
|
|
||||
In-scope of Topic 606:
|
|
|
|
|
||||
Service charges on deposit accounts
|
|
$
|
1,472
|
|
|
$
|
1,455
|
|
Other fees and charges
|
|
2,035
|
|
|
1,791
|
|
||
Trust and wealth management
|
|
532
|
|
|
288
|
|
||
Other:
|
|
|
|
|
||||
Insurance commissions
|
|
398
|
|
|
300
|
|
||
Gain (loss) on ORE
|
|
—
|
|
|
301
|
|
||
Total Other
|
|
$
|
398
|
|
|
$
|
601
|
|
Noninterest income (in-scope of Topic 606)
|
|
4,437
|
|
|
4,135
|
|
||
Noninterest income (out-of-scope of Topic 606)
|
|
32,696
|
|
|
33,235
|
|
||
Total noninterest income
|
|
$
|
37,133
|
|
|
$
|
37,370
|
|
|
As of or for the Three Months Ended
|
||||||||||
($ in thousands, except per share data)
|
March 31,
2018 |
|
December 31,
2017 |
|
March 31,
2017 |
||||||
INCOME STATEMENT DATA:
|
|
|
|
|
|
||||||
Interest income
|
$
|
41,562
|
|
|
$
|
41,653
|
|
|
$
|
37,642
|
|
Interest expense
|
6,794
|
|
|
5,779
|
|
|
5,408
|
|
|||
Net interest income
|
34,768
|
|
|
35,874
|
|
|
32,234
|
|
|||
Provision for loan losses
|
2,130
|
|
|
—
|
|
|
2,100
|
|
|||
Noninterest income
|
37,133
|
|
|
28,888
|
|
|
37,370
|
|
|||
Noninterest expense
|
54,742
|
|
|
52,910
|
|
|
50,572
|
|
|||
Net income before income taxes
|
15,029
|
|
|
11,852
|
|
|
16,932
|
|
|||
Income tax expense (benefit)
|
3,262
|
|
|
(591
|
)
|
|
6,405
|
|
|||
Net income
|
11,767
|
|
|
12,443
|
|
|
10,527
|
|
|||
PERFORMANCE:
|
|
|
|
|
|
||||||
Earnings per common share - basic
|
$
|
0.44
|
|
|
$
|
0.46
|
|
|
$
|
0.40
|
|
Earnings per common share - diluted
|
0.43
|
|
|
0.46
|
|
|
0.40
|
|
|||
Total revenues
|
78,695
|
|
|
70,541
|
|
|
75,012
|
|
|||
Book value per common share
|
15.19
|
|
|
14.86
|
|
|
14.09
|
|
|||
Tangible book value per common share
(1)
|
14.75
|
|
|
14.41
|
|
|
13.58
|
|
|||
Cash dividends paid per common share
|
0.12
|
|
|
0.12
|
|
|
0.12
|
|
|||
Dividend payout ratio
|
27.27
|
%
|
|
26.09
|
%
|
|
30.00
|
%
|
|||
Return on average assets
|
1.03
|
%
|
|
1.10
|
%
|
|
0.97
|
%
|
|||
Return on average shareholders' equity
|
11.83
|
%
|
|
12.57
|
%
|
|
11.78
|
%
|
|||
Equity to assets ratio
|
8.54
|
%
|
|
8.78
|
%
|
|
8.19
|
%
|
|||
Net interest margin
|
3.29
|
%
|
|
3.42
|
%
|
|
3.21
|
%
|
|||
END OF PERIOD BALANCE SHEET SUMMARY:
|
|
|
|
|
|
||||||
Total assets
|
$
|
4,811,659
|
|
|
$
|
4,576,858
|
|
|
4,531,057
|
|
|
Earning assets
|
4,466,249
|
|
|
4,242,218
|
|
|
4,192,919
|
|
|||
Loans, excluding loans held-for-sale
|
3,714,308
|
|
|
3,580,966
|
|
|
3,354,926
|
|
|||
Total loans
|
4,139,608
|
|
|
3,938,721
|
|
|
3,716,043
|
|
|||
Total deposits
|
3,900,407
|
|
|
3,867,200
|
|
|
3,755,108
|
|
|||
Shareholders' equity
|
410,744
|
|
|
401,632
|
|
|
371,302
|
|
|||
Assets serviced for others
|
10,367,564
|
|
|
10,242,742
|
|
|
9,553,855
|
|
|||
ASSET QUALITY RATIOS:
|
|
|
|
|
|
||||||
Net charge-offs, annualized to average loans
|
0.11
|
%
|
|
0.11
|
%
|
|
0.16
|
%
|
|||
Allowance to period-end loans
|
0.83
|
%
|
|
0.83
|
%
|
|
0.91
|
%
|
|||
Nonperforming assets to total loans, ORE and repossessions
|
2.04
|
%
|
|
1.76
|
%
|
|
1.77
|
%
|
|||
Adjusted nonperforming assets to loans, ORE and repossessions
(2)
|
1.14
|
%
|
|
1.06
|
%
|
|
1.25
|
%
|
|||
Allowance to nonperforming loans, ORE and repossessions
|
0.41x
|
|
|
0.47x
|
|
|
0.51x
|
|
|||
SELECTED RATIOS:
|
|
|
|
|
|
||||||
Loans to total deposits
|
95.23
|
%
|
|
92.60
|
%
|
|
89.34
|
%
|
|||
Average total loans to average earning assets
|
92.71
|
%
|
|
91.95
|
%
|
|
91.08
|
%
|
|||
Noninterest income to total revenue
|
47.19
|
%
|
|
40.95
|
%
|
|
49.82
|
%
|
|||
Leverage ratio
|
8.74
|
%
|
|
8.85
|
%
|
|
8.48
|
%
|
|||
Common equity tier 1 capital
|
8.41
|
%
|
|
8.86
|
%
|
|
8.37
|
%
|
|||
Tier 1 risk-based capital
|
9.47
|
%
|
|
10.00
|
%
|
|
9.51
|
%
|
|||
Total risk-based capital
|
11.98
|
%
|
|
12.65
|
%
|
|
12.20
|
%
|
|||
LOAN PRODUCTION AND SALES VOLUME:
|
|
|
|
|
|
||||||
Mortgage loan production
|
613,314
|
|
|
669,733
|
|
|
552,997
|
|
|||
Total mortgage loan sales
|
496,484
|
|
|
602,171
|
|
|
566,003
|
|
|||
Indirect automobile production
|
258,560
|
|
|
345,032
|
|
|
316,541
|
|
|||
Total indirect automobile sales
|
86,000
|
|
|
59,681
|
|
|
192,435
|
|
|
As of or for the quarter ended
|
||||||||||
($ in thousands)
|
March 31,
2018 |
|
December 31,
2017 |
|
March 31,
2017 |
||||||
Reconciliation of nonperforming assets to adjusted nonperforming assets:
|
|
|
|
|
|
||||||
Nonperforming assets (GAAP)
|
$
|
75,955
|
|
|
$
|
63,338
|
|
|
$
|
59,729
|
|
Less: GNMA repurchased government-guaranteed loans included in nonaccrual loans
|
(26,091
|
)
|
|
(19,478
|
)
|
|
(12,287
|
)
|
|||
Less: SBA guaranteed loans included in nonaccrual loans
|
(1,541
|
)
|
|
(1,652
|
)
|
|
(3,373
|
)
|
|||
Less: Nonaccrual acquired loans
|
(7,890
|
)
|
|
(6,242
|
)
|
|
(5,204
|
)
|
|||
Adjusted nonperforming assets, excluding government-guaranteed and acquired loans (Non-GAAP)
|
$
|
40,433
|
|
|
$
|
35,966
|
|
|
$
|
38,865
|
|
Reconciliation of loans, ORE and repossessions to adjusted loans, ORE and repossessions, less acquired loans:
|
|||||||||||
Loans, excluding loans held-for-sale
|
$
|
3,714,308
|
|
|
$
|
3,580,966
|
|
|
$
|
3,354,926
|
|
Add: ORE
|
7,668
|
|
|
7,621
|
|
|
11,284
|
|
|||
Add: repossessions
|
1,853
|
|
|
2,392
|
|
|
1,654
|
|
|||
Total loans, ORE, and repossessions (GAAP)
|
3,723,829
|
|
|
3,590,979
|
|
|
3,367,864
|
|
|||
Less: acquired loans
|
(178,496
|
)
|
|
(196,567
|
)
|
|
(258,366
|
)
|
|||
Adjusted loans, ORE, and repossessions, excluding acquired loans (non-GAAP)
|
$
|
3,545,333
|
|
|
$
|
3,394,412
|
|
|
$
|
3,109,498
|
|
Nonperforming assets to loans, ORE, and repossessions (GAAP)
|
2.04
|
%
|
|
1.76
|
%
|
|
1.77
|
%
|
|||
Adjusted nonperforming assets to adjusted loans, ORE, and repossessions (non-GAAP)
|
1.14
|
%
|
|
1.06
|
%
|
|
1.25
|
%
|
|||
Nonperforming assets to total assets (GAAP)
|
1.58
|
%
|
|
1.38
|
%
|
|
1.32
|
%
|
|||
Adjusted nonperforming assets to total assets (non-GAAP)
|
0.84
|
%
|
|
0.79
|
%
|
|
0.86
|
%
|
|||
Reconciliation of allowance to adjusted allowance:
|
|
|
|
|
|
||||||
Allowance for loan losses (GAAP)
|
$
|
30,940
|
|
|
$
|
29,772
|
|
|
$
|
30,455
|
|
Less: allowance allocated to indirect auto loans
|
(9,888
|
)
|
|
(10,258
|
)
|
|
(9,442
|
)
|
|||
Less: allowance allocated to acquired loans
|
(134
|
)
|
|
(209
|
)
|
|
(284
|
)
|
|||
Adjusted allowance for loan losses (non-GAAP)
|
$
|
20,918
|
|
|
$
|
19,305
|
|
|
$
|
20,729
|
|
Reconciliation of period end loans to adjusted period end loans:
|
|
|
|
|
|
||||||
Loans, excluding loans held-for-sale
|
$
|
3,714,308
|
|
|
$
|
3,580,966
|
|
|
$
|
3,354,926
|
|
Less: indirect auto loans
|
(1,719,670
|
)
|
|
(1,716,156
|
)
|
|
(1,565,298
|
)
|
|||
Less: acquired loans
|
(178,496
|
)
|
|
(196,567
|
)
|
|
(258,366
|
)
|
|||
Adjusted period end loans (non-GAAP)
|
$
|
1,816,142
|
|
|
$
|
1,668,243
|
|
|
$
|
1,531,262
|
|
Allowance to total loans (GAAP)
|
0.83
|
%
|
|
0.83
|
%
|
|
0.91
|
%
|
|||
Adjusted allowance to adjusted period end loans (non-GAAP)
|
1.15
|
%
|
|
1.16
|
%
|
|
1.35
|
%
|
|||
Reconciliation of book value per common share to tangible book value per common share:
|
|
|
|
|
|||||||
Shareholders' equity
|
$
|
410,744
|
|
|
$
|
401,632
|
|
|
$
|
371,302
|
|
Less: intangibles
|
(12,028
|
)
|
|
(12,306
|
)
|
|
(13,307
|
)
|
|||
Tangible shareholders' equity
|
$
|
398,716
|
|
|
$
|
389,326
|
|
|
$
|
357,995
|
|
End of period shares
|
27,034,255
|
|
|
27,019,201
|
|
|
26,358,620
|
|
|||
Book value per common share (GAAP)
|
15.19
|
|
|
14.86
|
|
|
14.09
|
|
|||
Tangible book value per common share (non-GAAP)
|
14.75
|
|
|
14.41
|
|
|
13.58
|
|
Reconciliation of Non-GAAP Measure:
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
Interest income, GAAP basis
|
$
|
41,562
|
|
|
$
|
37,642
|
|
Taxable-equivalent adjustment
|
39
|
|
|
118
|
|
||
Interest income, taxable-equivalent basis
|
$
|
41,601
|
|
|
$
|
37,760
|
|
|
For the Three Months Ended
|
||||||||||||||||||||
|
March 31, 2018
|
|
March 31, 2017
|
||||||||||||||||||
($ in thousands)
|
Average
Balance
|
|
Income/
Expense
|
|
Yield/
Rate
|
|
Average
Balance
|
|
Income/
Expense
|
|
Yield/
Rate
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans, net of unearned income
(1)
|
$
|
3,977,328
|
|
|
$
|
39,868
|
|
|
4.07
|
%
|
|
$
|
3,718,260
|
|
|
$
|
36,130
|
|
|
3.94
|
%
|
Investment securities
(1)
|
155,920
|
|
|
1,195
|
|
|
3.11
|
%
|
|
171,853
|
|
|
1,279
|
|
|
3.02
|
%
|
||||
Other earning assets
|
156,751
|
|
|
538
|
|
|
1.39
|
%
|
|
192,431
|
|
|
351
|
|
|
0.74
|
%
|
||||
Total interest-earning assets
|
4,289,999
|
|
|
41,601
|
|
|
3.93
|
%
|
|
4,082,544
|
|
|
37,760
|
|
|
3.75
|
%
|
||||
Noninterest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and due from banks
|
36,370
|
|
|
|
|
|
|
38,578
|
|
|
|
|
|
||||||||
Allowance for loan losses
|
(30,002
|
)
|
|
|
|
|
|
(29,788
|
)
|
|
|
|
|
||||||||
Premises and equipment, net
|
88,732
|
|
|
|
|
|
|
87,792
|
|
|
|
|
|
||||||||
Other real estate
|
7,606
|
|
|
|
|
|
|
14,147
|
|
|
|
|
|
||||||||
Other assets
|
233,677
|
|
|
|
|
|
|
216,219
|
|
|
|
|
|
||||||||
Total noninterest-earning assets
|
336,383
|
|
|
|
|
|
|
326,948
|
|
|
|
|
|
||||||||
Total assets
|
$
|
4,626,382
|
|
|
|
|
|
|
$
|
4,409,492
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and shareholders’ equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Demand deposits
|
$
|
461,614
|
|
|
$
|
162
|
|
|
0.14
|
%
|
|
$
|
423,085
|
|
|
$
|
111
|
|
|
0.11
|
%
|
Money market and savings deposits
|
1,345,905
|
|
|
1,841
|
|
|
0.55
|
%
|
|
1,208,877
|
|
|
1,177
|
|
|
0.39
|
%
|
||||
Time deposits
|
901,394
|
|
|
2,310
|
|
|
1.04
|
%
|
|
1,050,897
|
|
|
2,161
|
|
|
0.83
|
%
|
||||
Total interest-bearing deposits
|
2,708,913
|
|
|
4,313
|
|
|
0.65
|
%
|
|
2,682,859
|
|
|
3,449
|
|
|
0.52
|
%
|
||||
Short-term borrowings
|
235,519
|
|
|
910
|
|
|
1.57
|
%
|
|
245,262
|
|
|
392
|
|
|
0.65
|
%
|
||||
Subordinated debt
|
120,604
|
|
|
1,571
|
|
|
5.29
|
%
|
|
120,472
|
|
|
1,567
|
|
|
5.28
|
%
|
||||
Total interest-bearing liabilities
|
3,065,036
|
|
|
6,794
|
|
|
0.90
|
%
|
|
3,048,593
|
|
|
5,408
|
|
|
0.72
|
%
|
||||
Noninterest-bearing liabilities and shareholders' equity:
|
|
|
|
|
|
|
|
|
|||||||||||||
Demand deposits
|
1,120,562
|
|
|
|
|
|
|
961,188
|
|
|
|
|
|
||||||||
Other liabilities
|
37,336
|
|
|
|
|
|
|
37,390
|
|
|
|
|
|
||||||||
Shareholders’ equity
|
403,448
|
|
|
|
|
|
|
362,321
|
|
|
|
|
|
||||||||
Total noninterest-bearing liabilities and shareholders’ equity
|
1,561,346
|
|
|
|
|
|
|
1,360,899
|
|
|
|
|
|
||||||||
Total liabilities and shareholders’ equity
|
$
|
4,626,382
|
|
|
|
|
|
|
$
|
4,409,492
|
|
|
|
|
|
||||||
Net interest income/spread
|
|
|
$
|
34,807
|
|
|
3.03
|
%
|
|
|
|
$
|
32,352
|
|
|
3.03
|
%
|
||||
Net interest margin
|
|
|
|
|
3.29
|
%
|
|
|
|
|
|
3.21
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of or for the Three Months Ended March 31,
|
|
Year Ended
December 31,
|
||||||||
($ in thousands)
|
2018
|
|
2017
|
|
2017
|
||||||
Balance at beginning of period
|
$
|
29,772
|
|
|
$
|
29,831
|
|
|
$
|
29,831
|
|
Net charge-offs:
|
|
|
|
|
|
||||||
Commercial
|
(75
|
)
|
|
28
|
|
|
(237
|
)
|
|||
SBA
|
(100
|
)
|
|
(41
|
)
|
|
(160
|
)
|
|||
Construction
|
364
|
|
|
207
|
|
|
898
|
|
|||
Consumer
|
(1,125
|
)
|
|
(1,544
|
)
|
|
(4,736
|
)
|
|||
Mortgage
|
(26
|
)
|
|
(16
|
)
|
|
56
|
|
|||
Total net charge-offs
|
(962
|
)
|
|
(1,366
|
)
|
|
(4,179
|
)
|
|||
Decrease in FDIC indemnification asset
|
—
|
|
|
(110
|
)
|
|
(155
|
)
|
|||
Provision for loan losses
(1)
|
2,130
|
|
|
2,100
|
|
|
4,275
|
|
|||
Balance at end of period
|
$
|
30,940
|
|
|
$
|
30,455
|
|
|
$
|
29,772
|
|
|
|
|
|
|
|
||||||
Allowance for loan losses as a percentage of loans
|
0.83
|
%
|
|
0.91
|
%
|
|
0.83
|
%
|
|||
Adjusted allowance as a percentage of adjusted loans (non-GAAP)
(2)
|
1.15
|
%
|
|
1.35
|
%
|
|
1.16
|
%
|
|||
Ratio of net charge-offs to average loans outstanding, net
|
0.11
|
%
|
|
0.16
|
%
|
|
0.12
|
%
|
|
Three Months Ended March 31,
|
|||||||||||||
($ in thousands)
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
Service charges on deposit accounts
|
$
|
1,472
|
|
|
$
|
1,455
|
|
|
$
|
17
|
|
|
1.2
|
%
|
Other fees and charges
|
2,235
|
|
|
1,857
|
|
|
378
|
|
|
20.4
|
|
|||
Mortgage banking activities
|
28,562
|
|
|
25,869
|
|
|
2,693
|
|
|
10.4
|
|
|||
Indirect lending activities
|
2,148
|
|
|
4,426
|
|
|
(2,278
|
)
|
|
(51.5
|
)
|
|||
SBA lending activities
|
1,157
|
|
|
1,818
|
|
|
(661
|
)
|
|
(36.4
|
)
|
|||
Trust and wealth management fees
|
532
|
|
|
288
|
|
|
244
|
|
|
84.7
|
|
|||
Other
|
1,027
|
|
|
1,657
|
|
|
(630
|
)
|
|
(38.0
|
)
|
|||
Total noninterest income
|
$
|
37,133
|
|
|
$
|
37,370
|
|
|
$
|
(237
|
)
|
|
(0.6
|
)
|
|
|
|
|
|
|
|
|
||||||
|
|
|
As of or for the Quarter Ended
|
||||||||||
(in thousands)
|
|
March 31,
2018 |
|
December 31,
2017 |
|
March 31,
2017 |
|||||||
Marketing gain, net
|
|
$
|
17,575
|
|
|
$
|
16,683
|
|
|
$
|
18,677
|
|
|
Origination points and fees
|
|
3,647
|
|
|
3,482
|
|
|
3,021
|
|
||||
Loan servicing revenue
|
|
6,221
|
|
|
5,851
|
|
|
5,341
|
|
||||
Gross mortgage revenue
|
|
$
|
27,443
|
|
|
$
|
26,016
|
|
|
$
|
27,039
|
|
|
Less:
|
|
|
|
|
|
|
|||||||
MSR amortization
|
|
(3,426
|
)
|
|
(3,609
|
)
|
|
(3,158
|
)
|
||||
MSR recovery/(impairment), net
|
|
4,545
|
|
|
(1,476
|
)
|
|
1,989
|
|
||||
Total income from mortgage banking activities
|
|
$
|
28,562
|
|
|
$
|
20,931
|
|
|
$
|
25,870
|
|
|
Three Months Ended March 31,
|
|||||||||||||
($ in thousands)
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
Salaries and employee benefits
|
$
|
27,561
|
|
|
$
|
25,438
|
|
|
$
|
2,123
|
|
|
8.3
|
%
|
Commissions
|
7,506
|
|
|
7,498
|
|
|
8
|
|
|
0.1
|
|
|||
Occupancy, net
|
4,932
|
|
|
4,163
|
|
|
769
|
|
|
18.5
|
|
|||
Professional and other services
|
4,798
|
|
|
4,067
|
|
|
731
|
|
|
18.0
|
|
|||
Other
|
9,945
|
|
|
9,406
|
|
|
539
|
|
|
5.7
|
|
|||
Total noninterest expense
|
$
|
54,742
|
|
|
$
|
50,572
|
|
|
$
|
4,170
|
|
|
8.2
|
|
($ in thousands)
|
March 31,
2018 |
|
December 31,
2017 |
|
March 31,
2017 |
||||||
NONPERFORMING ASSETS
|
|
|
|
|
|
||||||
Nonaccrual loans
(2) (6)
|
$
|
58,706
|
|
|
$
|
47,012
|
|
|
$
|
38,377
|
|
Loans past due 90 days or more and still accruing
|
7,728
|
|
|
6,313
|
|
|
8,414
|
|
|||
Repossessions
|
1,853
|
|
|
2,392
|
|
|
1,654
|
|
|||
Other real estate (ORE)
|
7,668
|
|
|
7,621
|
|
|
11,284
|
|
|||
Nonperforming assets
|
$
|
75,955
|
|
|
$
|
63,338
|
|
|
$
|
59,729
|
|
ASSET QUALITY RATIOS
|
|
|
|
|
|
||||||
Loans 30-89 days past due
|
$
|
15,695
|
|
|
$
|
22,079
|
|
|
$
|
10,734
|
|
Loans 30-89 days past due to loans
|
0.42
|
%
|
|
0.62
|
%
|
|
0.32
|
%
|
|||
Loans past due 90 days or more and still accruing to loans
|
0.21
|
%
|
|
0.18
|
%
|
|
0.25
|
%
|
|||
Nonperforming loans as a % of loans
|
1.79
|
%
|
|
1.49
|
%
|
|
1.39
|
%
|
|||
Nonperforming assets to loans, ORE, and repossessions
|
2.04
|
%
|
|
1.76
|
%
|
|
1.77
|
%
|
|||
Adjusted nonperforming assets to adjusted loans, ORE and repossessions (non-GAAP)
(7)
|
1.14
|
%
|
|
1.06
|
%
|
|
1.25
|
%
|
|||
Non performing assets to total assets
|
1.58
|
%
|
|
1.38
|
%
|
|
1.32
|
%
|
|||
Adjusted non performing assets to total assets (non-GAAP)
(7)
|
0.84
|
%
|
|
0.79
|
%
|
|
0.86
|
%
|
|||
Classified Asset Ratio
(4)
|
21.70
|
%
|
|
20.70
|
%
|
|
20.97
|
%
|
|||
ALL to nonperforming loans
|
46.57
|
%
|
|
55.83
|
%
|
|
65.09
|
%
|
|||
Net charge-offs, annualized to average loans
|
0.11
|
%
|
|
0.11
|
%
|
|
0.16
|
%
|
|||
ALL as a % of loans
|
0.83
|
%
|
|
0.83
|
%
|
|
0.91
|
%
|
|||
Adjusted ALL as a % of adjusted loans (non-GAAP)
(8)
|
1.15
|
%
|
|
1.16
|
%
|
|
1.35
|
%
|
|||
ALL as a % of loans, excluding acquired loans
(5)
|
0.88
|
%
|
|
0.88
|
%
|
|
0.98
|
%
|
|||
CLASSIFIED ASSETS
|
|
|
|
|
|
||||||
Classified loans
(1)
|
$
|
83,867
|
|
|
$
|
77,679
|
|
|
$
|
71,082
|
|
ORE and repossessions
|
9,521
|
|
|
10,013
|
|
|
12,938
|
|
|||
Total classified assets
(3)
|
$
|
93,388
|
|
|
$
|
87,692
|
|
|
$
|
84,020
|
|
(1)
Amount of SBA guarantee included in classified loans
|
$
|
2,879
|
|
|
$
|
2,930
|
|
|
$
|
5,213
|
|
(2)
Amount of repurchased government-guaranteed loans, primarily residential mortgage loans, included in nonaccrual loans
|
$
|
26,091
|
|
|
$
|
19,478
|
|
|
$
|
12,287
|
|
(3)
Classified assets include loans having a risk rating of substandard or worse, both accrual and nonaccrual, repossessions and ORE, net of loss share and purchase discounts
|
|||||||||||
(4)
Classified asset ratio is defined as classified assets as a percentage of the sum of Tier 1 capital plus allowance for loan losses
|
|||||||||||
(5)
Allowance calculation excludes the recorded investment of acquired loans, due to valuation calculated at acquisition
|
|||||||||||
(6)
Excludes purchased credit impaired (PCI) loans which are not removed from their accounting pool
|
|||||||||||
(7)
Excludes acquired loans and net of government guarantees. See non-GAAP reconciliation table for a reconciliation to the comparable GAAP measure.
|
|||||||||||
(8)
Excludes indirect and acquired loans. See non-GAAP reconciliation table for a reconciliation to the comparable GAAP measure.
|
|
For the Three Months Ended
|
||||||||||||||||||||||||||||
|
March 31, 2018
|
|
December 31, 2017
|
|
March 31, 2017
|
||||||||||||||||||||||||
($ in millions)
|
Average Amount
|
|
Rate
|
|
Percent of Total Deposits
|
|
Average Amount
|
|
Rate
|
|
Percent of Total Deposits
|
|
Average Amount
|
|
Rate
|
|
Percent of Total Deposits
|
||||||||||||
Noninterest-bearing demand deposits
|
$
|
1,120.6
|
|
|
—
|
%
|
|
29.3
|
%
|
|
$
|
1,124.8
|
|
|
—
|
%
|
|
28.7
|
%
|
|
$
|
961.2
|
|
|
—
|
%
|
|
26.4
|
%
|
Interest-bearing deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Demand deposits
|
461.6
|
|
|
0.14
|
%
|
|
12.1
|
%
|
|
453.7
|
|
|
0.10
|
%
|
|
11.6
|
%
|
|
423.1
|
|
|
0.11
|
%
|
|
11.6
|
%
|
|||
Money market and savings
|
1,345.9
|
|
|
0.55
|
%
|
|
35.1
|
%
|
|
1,381.2
|
|
|
0.53
|
%
|
|
35.2
|
%
|
|
1,208.9
|
|
|
0.39
|
%
|
|
33.2
|
%
|
|||
Time deposits
|
901.4
|
|
|
1.04
|
%
|
|
23.5
|
%
|
|
958.8
|
|
|
0.94
|
%
|
|
24.5
|
%
|
|
1,050.9
|
|
|
0.83
|
%
|
|
28.8
|
%
|
|||
Total average deposits
|
$
|
3,829.5
|
|
|
0.46
|
%
|
|
100.0
|
%
|
|
$
|
3,918.5
|
|
|
0.43
|
%
|
|
100.0
|
%
|
|
$
|
3,644.1
|
|
|
0.38
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adequately Capitalized
|
|
Well Capitalized
|
||||
|
|
(minimum)
|
|
(with buffer for 2018)
|
|
(with buffer fully phased in 2019)
|
|
(minimum)
|
Total risk-based capital
|
|
8.000%
|
|
9.875%
|
|
10.500%
|
|
10.000%
|
Tier 1 risk-based capital
|
|
6.000%
|
|
7.875%
|
|
8.500%
|
|
8.000%
|
CET 1 capital
|
|
4.500%
|
|
6.375%
|
|
7.000%
|
|
6.500%
|
Leverage ratio
|
|
4.000%
|
|
N/A
|
|
N/A
|
|
5.000%
|
Fidelity Bank
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||
($ in thousands)
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||||
Common Equity Tier 1 Capital:
|
|
|
|
|
|
|
|
|
||||||
Actual
|
|
$
|
361,479
|
|
|
8.57
|
%
|
|
$
|
355,580
|
|
|
8.78
|
%
|
Minimum
|
|
189,808
|
|
|
4.50
|
%
|
|
182,245
|
|
|
4.50
|
%
|
||
Tier 1 Capital:
|
|
|
|
|
|
|
|
|
||||||
Actual
|
|
$
|
377,306
|
|
|
8.95
|
%
|
|
$
|
371,407
|
|
|
9.17
|
%
|
Minimum
|
|
252,943
|
|
|
6.00
|
%
|
|
243,014
|
|
|
6.00
|
%
|
||
Total Risk-Based Capital:
|
|
|
|
|
|
|
|
|
||||||
Actual
|
|
$
|
494,219
|
|
|
11.72
|
%
|
|
$
|
487,149
|
|
|
12.03
|
%
|
Minimum
|
|
337,351
|
|
|
8.00
|
%
|
|
323,956
|
|
|
8.00
|
%
|
||
Tier 1 Capital Leverage Ratio:
|
|
|
|
|
|
|
|
|
||||||
Actual
|
|
|
|
8.26
|
%
|
|
|
|
8.34
|
%
|
||||
Minimum
|
|
|
|
4.00
|
%
|
|
|
|
4.00
|
%
|
Fidelity Southern Corporation
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||
($ in thousands)
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||||
Common Equity Tier 1 Capital:
|
|
|
|
|
|
|
|
|
||||||
Actual
|
|
$
|
354,781
|
|
|
8.41
|
%
|
|
$
|
349,133
|
|
|
8.86
|
%
|
Minimum
|
|
189,835
|
|
|
4.50
|
%
|
|
177,225
|
|
|
4.50
|
%
|
||
Tier 1 Capital:
|
|
|
|
|
|
|
|
|
||||||
Actual
|
|
$
|
399,466
|
|
|
9.47
|
%
|
|
$
|
393,818
|
|
|
10.00
|
%
|
Minimum
|
|
253,094
|
|
|
6.00
|
%
|
|
236,291
|
|
|
6.00
|
%
|
||
Total Risk-Based Capital:
|
|
|
|
|
|
|
|
|
||||||
Actual
|
|
$
|
504,986
|
|
|
11.98
|
%
|
|
$
|
498,166
|
|
|
12.65
|
%
|
Minimum
|
|
337,219
|
|
|
8.00
|
%
|
|
315,071
|
|
|
8.00
|
%
|
||
Tier 1 Capital Leverage Ratio:
|
|
|
|
|
|
|
|
|
||||||
Actual
|
|
|
|
8.74
|
%
|
|
|
|
8.85
|
%
|
||||
Minimum
|
|
|
|
4.00
|
%
|
|
|
|
4.00
|
%
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
||
Exhibit Number
|
Description of Document
|
Form
|
Filing Date
|
Exhibit Number
|
SEC File No.
|
Amended and Restated Articles of Incorporation of Fidelity Southern Corporation, as amended effective December 16, 2008
|
10-K
|
03/17/2009
|
3(a)
|
001-34981
|
|
Articles of Amendment to the Articles of Incorporation of Fidelity Southern Corporation
|
8-K
|
11/23/2010
|
3.1
|
001-34981
|
|
By-Laws of Fidelity Southern Corporation, as amended
|
10-Q
|
11/08/2007
|
3(b)
|
001-34981
|
|
Amendment to By-Laws of Fidelity Southern Corporation
|
8-K
|
11/23/2010
|
3.2
|
001-34981
|
|
4(a)
|
See Exhibits 3(a) through 3(d) for provisions of the Amended and Restated Articles of Incorporation, as amended, and By-laws of Fidelity Southern Corporation, which define the rights of the shareholders.
|
See 3(a) through 3(d) above
|
001-34981
|
||
Form of Global Note representing the Fixed/Floating Rate Subordinated Notes due 2030 of Fidelity Bank
|
8-K
|
06/03/2015
|
4.1
|
001-34981
|
|
10.1
+
|
Fidelity Southern Corporation 2018 Omnibus Incentive Plan
|
|
|
|
|
31.1
+
|
Certification of Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
31.2
+
|
Certification of Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
32.1
#
|
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
32.2
#
|
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
101
|
Financial Statements submitted in XBRL format
|
|
|
|
|
|
|
|
|
|
|
+
Filed herewith
|
|
|
|
|
|
#
Furnished herewith
|
|
|
|
|
|
|
|
FIDELITY SOUTHERN CORPORATION
|
||
|
|
|
|
|
(Registrant)
|
Date:
|
May 4, 2018
|
|
BY:
|
|
/s/
JAMES B. MILLER, JR.
|
|
|
|
|
|
James B. Miller, Jr.
|
|
|
|
|
|
Chief Executive Officer
|
Date:
|
May 4, 2018
|
|
BY:
|
|
/s/ CHARLES D. CHRISTY
|
|
|
|
|
|
Charles D. Christy
|
|
|
|
|
|
Chief Financial Officer
|
(a)
|
“
Affiliate
” means (i) any Subsidiary or Parent, or (ii) an entity that directly or through one or more intermediaries controls, is controlled by or is under common control with, the Company, as determined by the Committee.
|
(b)
|
“
Award
” means an award of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Deferred Stock Units, Performance Awards, Other Stock-Based Awards, or any other right or interest relating to Stock or cash, granted to a Participant under the Plan.
|
(c)
|
“
Award Certificate
” means a written document, in such form as the Committee prescribes from time to time, setting forth the terms and conditions of an Award. Award Certificates may be in the form of individual award agreements or certificates or a program document describing the terms and provisions of an Award or series of Awards under the Plan. The Committee may provide for the use of electronic, internet or other non-paper Award Certificates, and the use of electronic, internet or other non-paper means for the acceptance thereof and actions thereunder by a Participant.
|
(d)
|
“
Beneficial Owner
” shall have the meaning given such term in Rule 13d-3 of the General Rules and Regulations under the 1934 Act.
|
(e)
|
“
Board
” means the Board of Directors of the Company.
|
(f)
|
“
Cause
” as a reason for a Participant’s termination of employment shall have the meaning assigned such term in the employment, severance or similar agreement, if any, between such Participant and the Company or an Affiliate, provided, however that if there is no such employment, severance or similar agreement in which such term is defined, and unless otherwise defined in the applicable Award Certificate, “Cause” shall mean any of the following acts by the Participant, as determined in good faith by the Committee or the Board: (i) commission of an act of fraud, embezzlement, misappropriation, or breach of fiduciary duty against the Company or any Affiliate; (ii) commission of a felony involving the business, assets, customers or clients of the Company or any Affiliate, or charge with, indictment for, conviction of, pleading guilty to, confession to, or entering of a plea of
nolo contendere
by Participant for any other felony or any crime involving fraud, dishonesty, moral turpitude, or a breach of trust; (iii) breach of any written confidentiality, non-compete, non- solicitation or business opportunity covenant contained in any agreement entered into by such Participant with the Company or any Affiliate; (iv) substantial failure to perform duties to the Company or any Affiliate (other than any such failure resulting from the Participant's Disability) after written notice and an opportunity to cure (not to exceed 30 days); (v) gross misconduct or gross negligence materially injurious to the Company or any
|
(g)
|
“
Change in Control
” means and includes the occurrence of any one of the following events:
|
(i)
|
individuals who, on the Effective Date, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of such Board, provided that any person becoming a director after the Effective Date and whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors then on the Board shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to the election or removal of directors (“Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board (“Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest, shall be deemed an Incumbent Director; or
|
(ii)
|
any person becomes a Beneficial Owner, directly or indirectly, of either (A) 50% or more of the then-outstanding shares of common stock of the Company (“Company Common Stock”) or (B) securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of directors (the “Company Voting Securities”);
provided
,
however
, that for purposes of this subsection (ii), the following acquisitions of Company Common Stock or Company Voting Securities shall not constitute a Change in Control: (w) an acquisition directly from the Company, (x) an acquisition by the Company or a Subsidiary of the Company, (y) an acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary of the Company, or (z) an acquisition pursuant to a Non-Qualifying Transaction (as defined in subsection (iii) below); or
|
(iii)
|
the consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company or a Subsidiary (a “Reorganization”), or the sale or other disposition of all or substantially all of the Company’s assets (a “Sale”) or the acquisition of assets or stock of another corporation (an “Acquisition”), unless immediately following such Reorganization, Sale or Acquisition: (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the outstanding Company Common Stock and outstanding Company Voting Securities immediately prior to such Reorganization, Sale or Acquisition beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Reorganization, Sale or Acquisition (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets or stock either directly or through one or more subsidiaries, the “Surviving Corporation”) in substantially the same proportions as their ownership, immediately prior to such Reorganization, Sale or Acquisition, of the outstanding Company Common Stock and the outstanding Company Voting Securities, as the case may be, and (B) no person (other than (x) the Company or any Subsidiary of the Company, (y) the Surviving Corporation or its ultimate parent corporation, or (z) any employee benefit plan (or related trust) sponsored or maintained by any of the foregoing is the beneficial owner, directly or indirectly, of 50% or more of the total common stock or 50% or more of the total voting power of the outstanding voting securities eligible to elect directors of the Surviving Corporation, and (C) at least a majority of the members of the board of directors of the Surviving Corporation were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Reorganization, Sale or Acquisition (any Reorganization, Sale or Acquisition which satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”); or
|
(iv)
|
stockholders approve a complete liquidation or dissolution of the Company, other than a Non-Qualifying Transaction.
|
(h)
|
“
Code
” means the Internal Revenue Code of 1986, as amended from time to time. For purposes of this Plan, references to sections of the Code shall be deemed to include references to any applicable regulations thereunder and any successor or similar provision.
|
(i)
|
“
Committee
” means the committee of the Board described in Article 4.
|
(j)
|
“
Company
” means Fidelity Southern Corporation, a Georgia corporation, or any successor corporation.
|
(k)
|
“
Continuous Service
” means the absence of any interruption or termination of service as an employee, officer, director or consultant of the Company or any Affiliate, as applicable;
provided
,
however
, that for purposes of an Incentive Stock Option “Continuous Service” means the absence of any interruption or termination of service as an employee of the Company or any Parent or Subsidiary, as applicable, pursuant to applicable tax regulations. Unless otherwise defined in the applicable Award Certificate, Continuous Service shall not be considered interrupted in the following cases: (i) a Participant transfers employment between the Company and an Affiliate or between Affiliates, (ii) in the discretion of the Committee as specified at or prior to such occurrence, in the case of a spin-off, sale or disposition of the Participant’s employer from the Company or any Affiliate, (iii) a Participant transfers from being an employee of the Company or an Affiliate to being a director of the Company or of an Affiliate, or vice versa, (iv) in the discretion of the Committee, a Participant transfers from being an employee of the Company or an Affiliate to being a consultant to the Company or of an Affiliate, or vice versa, (v) in the discretion of the Committee as specified at or prior to such occurrence, a Participant transfers from being an employee of the Company or an Affiliate to being a consultant to the Company or an Affiliate, or vice versa, or (vi) any leave of absence authorized in writing by the Company prior to its commencement;
provided
,
however
, that for purposes of Incentive Stock Options, no such leave may exceed 90 days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, on the 91st day of such leave any Incentive Stock Option held by the Participant shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option. Whether military, government or other service or other leave of absence shall constitute a termination of Continuous Service shall be determined in each case by the Committee at its discretion, and any determination by the Committee shall be final and conclusive;
provided
,
however
, that for purposes of any Award that is subject to Code Section 409A, the determination of a leave of absence must comply with the requirements of a “bona fide leave of absence” as provided in Treas. Reg. Section 1.409A-1(h).
|
(l)
|
“
Deferred Stock Unit
” means a right granted to a Participant under Article 9 to receive Shares (or the equivalent value in cash or other property if the Committee so provides) at a future time as determined by the Committee, or as determined by the Participant within guidelines established by the Committee in the case of voluntary deferral elections.
|
(m)
|
“
Disability
” means, unless otherwise defined in the applicable Award Certificate, the inability of the Participant, as reasonably determined by the Company, to perform the essential functions of his or her regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness which has lasted (or can reasonably be expected to last) for a period of six (6) consecutive months.
|
(n)
|
“
Dividend Equivalent
” means a right granted to a Participant under Article 11.
|
(o)
|
“E
f
fective Date
” has the meaning assigned such term in Section 3.1.
|
(p)
|
“
Eligible Participant
” means an employee, officer, director or consultant of the Company or any Affiliate.
|
(q)
|
“
Exchange
” means any national securities exchange on which the Stock may from time to time be listed or traded.
|
(r)
|
“
Fair Market Value
,” on any date, means the closing sales price on the Exchange on such date or, in the absence of reported sales on such date, the closing sales price on the immediately preceding date on which sales were reported. The Committee is authorized to adopt another fair market value pricing method, provided such method is stated in the Award Certificate, and is in compliance with the fair market value pricing rules set forth in Section 409A of the Code.
|
(s)
|
“
Full-Value Award
” means an Award other than in the form of an Option or SAR, and which is settled by the issuance of Stock (or at the discretion of the Committee, settled in cash valued by reference to Stock value).
|
(t)
|
“
Grant Date
” of an Award means the first date on which all necessary corporate action has been taken to approve the grant of the Award as provided in the Plan, or such later date as is determined and specified as part of that authorization process. Notice of the grant shall be provided to the grantee within a reasonable time after the Grant Date.
|
(u)
|
“
Incentive Stock Option
” means an Option that is intended to be an incentive stock option and meets the requirements of Section 422 of the Code or any successor provision thereto.
|
(v)
|
“
Independent Directors
” means those members of the Board of Directors who qualify at any given time as (a) an “independent” director under the applicable rules of each Exchange on which the Shares are listed, and (b) a “non-employee” director under Rule 16b-3 of the 1934 Act.
|
(w)
|
"
Non-Employee-Director
" means a director of the Company who is not a common law employee of the Company or an Affiliate.
|
(x)
|
"
Non-statutory Stock Option"
means an Option that is not an Incentive Stock Option.
|
(y)
|
"
Option
" means a right granted to a Participant under Article 7 of the Plan to purchase Stock at a specified price during specified time periods. An Option may be either an Incentive Stock Option or a Non-statutory Stock Option.
|
(z)
|
"
Other Stock-Based Award
" means a right, granted to a Participant under Article 12, that relates to or is valued by reference to Stock or other Awards relating to Stock.
|
(aa)
|
“Parent” means a corporation, limited liability company, partnership or other entity which owns or beneficially owns a majority of the outstanding voting stock or voting power of the Company. Notwithstanding the above, with respect to an Incentive Stock Option, Parent shall have the meaning set forth in Section 424(e) of the Code.
|
(bb)
|
“
Participant
” means an Eligible Participant who has been granted an Award under the Plan; provided that in the case of the death of a Participant, the term “Participant” refers to a beneficiary designated pursuant to Section 13.4 or the legal guardian or other legal representative acting in a fiduciary capacity on behalf of the Participant under applicable state law and court supervision.
|
(cc)
|
“
Performance Award
” means any award granted under the Plan pursuant to Article 10.
|
(dd)
|
“
Person
” means any individual, entity or group, within the meaning of Section 3(a)(9) of the 1934 Act and as used in Section 13(d)(3) or 14(d)(2) of the 1934 Act.
|
(ee)
|
“
Plan
” means the Fidelity Southern Corporation 2018 Omnibus Incentive Plan, as amended from time to time
|
(ff)
|
“
Prior Plan
” means the Fidelity Southern Corporation 2006 Equity Incentive Plan, as amended.
|
(gg)
|
“
Restricted Stock
” means Stock granted to a Participant under Article 9 that is subject to certain restrictions and to risk of forfeiture.
|
(hh)
|
“
Restricted Stock Unit
” means the right granted to a Participant under Article 9 to receive shares of Stock (or the equivalent value in cash or other property if the Committee so provides) in the future, which right is subject to certain restrictions and to risk of forfeiture.
|
(ii)
|
“
Shares
” means shares of Stock. If there has been an adjustment or substitution pursuant to Section 14.1, the term “Shares” shall also include any shares of stock or other securities that are substituted for Shares or into which Shares are adjusted pursuant to Section 14.1.
|
(jj)
|
“
Stock
” means the Company’s Common Stock, no par value and such other securities of the Company as may
|
(kk)
|
“
Stock Appreciation Right
” or “
SAR
” means a right granted to a Participant under Article 8 to receive a payment equal to the difference between the Fair Market Value of a Share as of the date of exercise of the SAR over the base price of the SAR, all as determined pursuant to Article 8.
|
(ll)
|
“
Subsidiary
means any corporation, limited liability company, partnership or other entity, domestic or foreign, of which a majority of the outstanding voting stock or voting power is beneficially owned directly or indirectly by the Company. Notwithstanding the above, with respect to an Incentive Stock Option, Subsidiary shall have the meaning set forth in Section 424(f) of the Code.
|
(a)
|
grant Awards;
|
(b)
|
designate Participants;
|
(c)
|
determine the type or types of Awards to be granted to each Participant;
|
(d)
|
determine the number of Awards to be granted and the number of Shares or dollar amount to which an Award will relate;
|
(e)
|
determine the terms and conditions of any Award granted under the Plan;
|
(f)
|
prescribe the form of each Award Certificate, which need not be identical for each Participant;
|
(g)
|
decide all other matters that must be determined in connection with an Award;
|
(h)
|
establish, adopt or revise any plan, program or policy for the grant of Awards as it may deem necessary or advisable, including but not limited to short-term incentive programs, and any special plan documents;
|
(i)
|
establish, adopt or revise any rules, regulations, guidelines or procedures as it may deem necessary or advisable to administer the Plan;
|
(j)
|
make all other decisions and determinations that may be required under the Plan or as the Committee deems necessary or advisable to administer the Plan;
|
(k)
|
amend the Plan or any Award Certificate as provided herein; and
|
(l)
|
adopt such modifications, procedures, and subplans as may be necessary or desirable to comply with provisions of the laws of the United States or any non-U.S. jurisdictions in which the Company or any Affiliate may operate, in order to assure the viability of the benefits of Awards granted to participants located in the United States or such other jurisdictions and to further the objectives of the Plan.
|
(a)
|
Administrative Duties
. The Committee may delegate to one or more of its members or to one or more officers of the Company or an Affiliate or to one or more agents or advisors such administrative duties or powers as it may deem advisable, and the Committee or any individuals to whom it has delegated duties or powers as aforesaid may employ one or more individuals to render advice with respect to any responsibility the Committee or such individuals may have under this Plan.
|
(b)
|
Special Committee
. The Board may, by resolution, expressly delegate to a special committee, consisting of one or more directors who may but need not be officers of the Company, the authority, within specified parameters as to the number and terms of Awards, to (i) designate officers and/or employees of the Company or any of its Affiliates to be recipients of Awards under the Plan, and (ii) to determine the number of such Awards to be received by any such Participants;
provided
,
however
, that such delegation of duties and responsibilities to an officer of the Company may not be made with respect to the grant of Awards to eligible participants who are subject to Section 16(a) of the 1934 Act at the Grant Date. The acts of such delegates shall be treated hereunder as acts of the Board and such delegates shall report regularly to the Board and the Compensation Committee regarding the delegated duties and responsibilities and any Awards so granted.
|
(a)
|
To the extent that an Award is canceled, terminates, expires, is forfeited or lapses for any reason, any unissued or forfeited Shares subject to the Award will be added back to the Plan share reserve and again be available for issuance pursuant to Awards granted under the Plan.
|
(b)
|
Shares subject to Awards settled in cash will be added back to the Plan share reserve and again be available for issuance pursuant to Awards granted under the Plan.
|
(c)
|
Shares withheld from an Award to satisfy tax withholding requirements will count against the number of Shares remaining available for issuance pursuant to Awards granted under the Plan, and Shares delivered by a participant to satisfy tax withholding requirements will not be added to the Plan share reserve.
|
(d)
|
The full number of Shares subject to an Option shall count against the number of Shares remaining available for issuance pursuant to Awards granted under the Plan, even if the exercise price of an Option is satisfied through net-settlement or by delivering Shares to the Company (by either actual delivery or attestation) .
|
(e)
|
The full number of Shares subject to a SAR shall count against the number of Shares remaining available for issuance pursuant to Awards made under the Plan (rather than the net number of Shares actually delivered upon exercise).
|
(f)
|
Substitute Awards granted pursuant to Section 13.11 of the Plan shall not count against the Shares otherwise available for issuance under the Plan under Section 5.1.
|
(g)
|
Subject to applicable Exchange requirements, shares available under a stockholder-approved plan of a company acquired by the Company (as appropriately adjusted to Shares to reflect the transaction) may be issued under the Plan pursuant to Awards granted to individuals who were not employees of the Company or its Affiliates immediately before such transaction and will not count against the maximum share limitation specified in Section 5.1.
|
(a)
|
Incentive Stock Options
. The maximum number of Shares that may be issued upon exercise of Incentive Stock Options granted under the Plan shall be 1,250,000.
|
(b)
|
Options
. The maximum number of Shares subject to Options granted under the Plan in any calendar year to any one Participant shall be 300,000.
|
(c)
|
SARs
. The maximum number of Shares subject to Stock Appreciation Rights granted under the Plan in any calendar year to any one Participant shall be 300,000.
|
(d)
|
Performance Awards
. With respect to any one calendar year (i) the maximum amount that may be paid to any one Participant for Performance Awards payable in cash or property other than Shares shall be $3,000,000, and (ii) the maximum number of Shares that may be paid to any one Participant for Performance Awards payable in Stock shall be 150,000 Shares. For purposes of applying these limits in the case of multi-year performance periods, the amount of cash or property or number of Shares deemed paid with respect to any one 12-month period is the total amount payable or Shares earned for the performance period divided by the number of 12-month periods in the performance period.
|
(a)
|
Exercise Price
. The exercise price per Share under an Option shall be determined by the Committee, provided that the exercise price for any Option (other than an Option issued as a substitute Award pursuant to Section 13.11) shall not be less than the Fair Market Value as of the Grant Date.
|
(b)
|
Prohibition on Repricing
. Except as otherwise provided in Section 14.1, without the prior approval of stockholders of the Company: (i) the exercise price of an Option may not be reduced, directly or indirectly, (ii) an Option may not be cancelled in exchange for cash, other Awards or Options or SARs with an exercise or base price that is less than the exercise price of the original Option, and (iii) the Company may not repurchase an Option for value (in cash or otherwise) from a Participant if the current Fair Market Value of the Shares underlying the Option is lower than the exercise price per share of the Option.
|
(c)
|
Time and Conditions of Exercise
. The Committee shall determine the time or times at which an Option may be exercised in whole or in part, subject to Sections 7.1(e) and 13.6, and may include in the Award Certificate a provision that an Option that is otherwise exercisable and has an exercise price that is less than the Fair Market Value of the Stock on the last day of its term will be automatically exercised on such final date of the term by means of a “net exercise,” thus entitling the optionee to Shares equal to the intrinsic value of the Option on such exercise date, less the number of Shares required for tax withholding. The Committee shall also determine the performance or other conditions, if any, that must be satisfied before all or part of an
|
(d)
|
Payment
. The Committee shall determine the methods by which the exercise price of an Option may be paid, the form of payment, and the methods by which Shares shall be delivered or deemed to be delivered to Participants. As determined by the Committee at or after the Grant Date, payment of the exercise price of an Option may be made, in whole or in part, in the form of (i) cash or cash equivalents, (ii) delivery (by either actual delivery or attestation) of previously-acquired Shares based on the Fair Market Value of the Shares on the date the Option is exercised, (iii) withholding of Shares from the Option based on the Fair Market Value of the Shares on the date the Option is exercised, (iv) broker-assisted market sales, or (iv) any other “cashless exercise” arrangement.
|
(e)
|
Exercise Term
. Except for Nonstatutory Options granted to Participants outside the United States, no Option granted under the Plan shall be exercisable for more than ten years from the Grant Date.
|
(f)
|
No Deferral Feature
. No Option shall provide for any feature for the deferral of compensation other than the deferral of recognition of income until the exercise or disposition of the Option.
|
(g)
|
No Dividend Equivalents
. No Option shall provide for Dividend Equivalents.
|
(a)
|
Right to Payment
. Upon the exercise of a SAR, the Participant has the right to receive, for each Share with respect to which the SAR is being exercised, the excess, if any, of:
|
(1)
|
The Fair Market Value of one Share on the date of exercise; over
|
(2)
|
The base price of the SAR as determined by the Committee and set forth in the Award Certificate, which for any SAR (other than a SAR issued as a substitute Award pursuant to Section 13.11) shall not be less than the Fair Market Value of one Share on the Grant Date.
|
(b)
|
Prohibition on Repricing
. Except as otherwise provided in Section 14.1, without the prior approval of the stockholders of the Company, (i) the base price of a SAR may not be reduced, directly or indirectly, (ii) a SAR may not be cancelled in exchange for cash, other Awards, or Options or SARs with an exercise or base price that is less than the base price of the original SAR, and (iii) the Company may not repurchase a SAR for value (in cash or otherwise) from a Participant if the current Fair Market Value of the Shares underlying the SAR is lower than the base price per share of the SAR.
|
(c)
|
Time and Conditions of Exercise
. The Committee shall determine the time or times at which a SAR may be exercised in whole or in part, subject to Section 13.6, and may include in the Award Certificate a provision that a SAR that is otherwise exercisable and has a base price that is less than the Fair Market Value of the Stock on the last day of its term will be automatically exercised on such final date of the term, thus entitling the holder to cash or Shares equal to the intrinsic value of the SAR on such exercise date, less the cash or number of Shares required for tax withholding. No SAR shall be exercisable for more than ten years from the Grant Date.
|
(d)
|
No Deferral Feature
. No SAR shall provide for any feature for the deferral of compensation other than the deferral of recognition of income until the exercise or disposition of the SAR.
|
(e)
|
No Dividend Equivalents
. No SAR shall provide for Dividend Equivalents.
|
(f)
|
Other Terms
. All SARs shall be evidenced by an Award Certificate. Subject to the limitations of this Article 8, the terms, methods of exercise, methods of settlement, form of consideration payable in settlement (e.g., cash, Shares or other property), and any other terms and conditions of the SAR shall be determined by the Committee at the time of the grant and shall be reflected in the Award Certificate.
|
(a)
|
The Committee may establish performance goals for Performance Awards which may be based on any criteria selected by the Committee, including but not limited to the following:
|
•
|
Revenue (premium revenue, total revenue or other revenue measures)
|
•
|
Sales
|
•
|
Profit (net profit, gross profit, operating profit, economic profit, profit margins or other corporate profit measures)
|
•
|
Earnings (EBIT, EBITDA, earnings per share, or other corporate earnings measures)
|
•
|
Net income (before or after taxes, operating income or other income measures)
|
•
|
Cash (cash flow, cash generation or other cash measures)
|
•
|
Stock price or performance
|
•
|
Total stockholder return (stock price appreciation plus reinvested dividends divided by beginning share price)
|
•
|
Economic value added return measures (including, but not limited to, return on assets, capital, equity, investments or sales, and cash flow return on assets, capital, equity, or sales);
|
•
|
Market share
|
•
|
Improvements in capital structure
|
•
|
Expenses (expense management, expense ratio, expense efficiency ratios or other expense measures)
|
•
|
Business expansion or consolidation (acquisitions and divestitures)
|
•
|
Internal rate of return or increase in net present value
|
•
|
Productivity measures
|
•
|
Cost reduction measures
|
•
|
Strategic plan development and implementation
|
•
|
Working capital (including, but not limited to, targets relating to inventory and/or accounts receivable
|
•
|
Credit Quality
|
•
|
Deposit growth
|
•
|
Loan growth
|
•
|
Stock price or performance
|
•
|
Any other objective or subjective goals
|
(b)
|
The Committee may provide in any Performance Award that any evaluation of performance shall exclude or otherwise objectively adjust for any specified circumstance or event that occurs during a performance period, including by way of example but without limitation the following: (a) asset write-downs or impairment charges; (b) litigation or claim judgments or settlements; (c) the effect of changes in tax laws, accounting principles or other laws or provisions affecting reported results; (d) accruals for reorganization and restructuring programs; (e) unusual or infrequently occurring items as described in Accounting Standards Codification Topic 225-20 (or any successor pronouncements thereto) and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to stockholders for the applicable year; (f) any other specific, unusual or nonrecurring events, or objectively determinable category thereof, including discontinued operations or changes in the Company’s fiscal year; (g) acquisitions or divestitures; and (h) foreign exchange gains and losses.
|
(a)
|
Each Award and each right under any Award shall be exercisable only by the holder thereof during such holder’s lifetime, or, if permissible under applicable law, by such holder’s guardian or legal representative or by a transferee receiving such Award pursuant to a domestic relations order (a “QDRO”) as defined in Section 414(p)(1)(B) of the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended, or the rules thereunder.
|
(b)
|
No Award (prior to the time, if applicable, Shares are delivered in respect of such Award), and no right under any Award, may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a grantee otherwise than by will or by the laws of descent and distribution (or in the case of Restricted Stock, to the Company) or pursuant to a QDRO, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate; provided that the designation of a beneficiary to receive benefits in the event of the grantee’s death shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.
|
(c)
|
Notwithstanding subsections (a) and (b) above, to the extent provided in the Award Certificate, Awards (other than Incentive Stock Options and corresponding Awards), may be transferred, without consideration, to a
|
(d)
|
Nothing herein shall be construed as requiring the Company or any Affiliate to honor a QDRO except to the extent required under applicable law.
|
(a)
|
all of that Participant’s outstanding Options and SARs shall become fully exercisable;
|
(b)
|
all time-based vesting restrictions on that Participant’s outstanding Awards shall lapse as of the date of termination; and
|
(c)
|
the target payout opportunities attainable under all of such Participant’s outstanding performance-based Awards shall be deemed to have been fully earned as of the date of termination based upon (A) an assumed achievement of all relevant performance goals at the “target” level if the date of termination occurs during the first half of the applicable performance period, or (B) the actual level of achievement of all relevant performance goals against target, if the date of termination occurs during the second half of the applicable performance period, and, in either such case, there shall be a prorata payout to the Participant or his or her estate within thirty (30) days following the date of termination (unless a later date is required by Section 16.3 hereof) based upon the length of time within the performance period that has elapsed prior to the date of
|
(a)
|
ll outstanding Options or SARs shall become fully exercisable;
|
(b)
|
all time-based vesting restrictions on outstanding Awards shall lapse; and
|
(c)
|
the target payout opportunities attainable under outstanding performance-based Awards shall be deemed to have been fully earned as of the effective date of the Change in Control based upon (A) an assumed achievement of all relevant performance goals at the “target” level if the Change in Control occurs during the first half of the applicable performance period, or (B) the actual level of achievement of all relevant performance goals against target, if the Change in Control occurs during the second half of the applicable performance period, and, in either such case, there shall be a payout to Participants within thirty (30) days following the Change in Control (unless a later date is required by Section 16.3 hereof). To the extent that this provision causes Incentive Stock Options to exceed the dollar limitation set forth in Code Section 422(d), the excess Options shall be deemed to be Nonstatutory Stock Options.
|
(a)
|
Subject to the terms of the applicable Award Certificate, such amendment, modification or termination shall not, without the Participant’s consent, reduce or diminish the value of such Award determined as if the Award
|
(b)
|
The original term of an Option or SAR may not be extended without the prior approval of the stockholders of the Company;
|
(c)
|
Except as otherwise provided in Section 14.1, without the prior approval of the stockholders of the Company, (i) the exercise price of an Option or base price of a SAR may not be reduced, directly or indirectly, (ii) an option or SAR may not be cancelled in exchange for cash, other Awards or Options or SARs with an exercise or base price that is less than the exercise price or base price of the original Option or SAR, or otherwise, and (iii) the Company may not repurchase an Option or SAR for value (in cash or otherwise) from a Participant if the current Fair Market Value of the Shares underlying the Option or SAR is lower than the exercise price or base price per share of the Option or SAR; and
|
(d)
|
No termination, amendment, or modification of the Plan shall adversely affect in any material respect any Award previously granted under the Plan, without the written consent of the Participant affected thereby. An outstanding Award shall not be deemed to be “adversely affected” by a Plan amendment if such amendment would not reduce or diminish the value of such Award determined as if the Award had been exercised, vested, cashed in or otherwise settled on the date of such amendment (with the per-share value of an Option or SAR for this purpose being calculated as the excess, if any, of the Fair Market Value as of the date of such amendment over the exercise or base price of such Award).
|
(a)
|
No Participant or any Eligible Participant shall have any claim to be granted any Award under the Plan. Neither the Company, its Affiliates nor the Committee is obligated to treat Participants or Eligible Participants uniformly, and determinations made under the Plan may be made by the Committee selectively among Eligible Participants who receive, or are eligible to receive, Awards (whether or not such Eligible Participants are similarly situated).
|
(b)
|
Nothing in the Plan, any Award Certificate or any other document or statement made with respect to the Plan, shall interfere with or limit in any way the right of the Company or any Affiliate to terminate any Participant’s employment or status as an officer, or any Participant’s service as a director or consultant, at any time, nor confer upon any Participant any right to continue as an employee, officer, director or consultant of the Company or any Affiliate, whether for the duration of a Participant’s Award or otherwise.
|
(c)
|
Neither an Award nor any benefits arising under this Plan shall constitute an employment contract with the Company or any Affiliate and, accordingly, subject to Article 15, this Plan and the benefits hereunder may be terminated at any time in the sole and exclusive discretion of the Committee without giving rise to any liability on the part of the Company or any of its Affiliates.
|
(d)
|
No Award gives a Participant any of the rights of a stockholder of the Company unless and until Shares are in fact issued to such person in connection with such Award.
|
(a)
|
General
. It is intended that the payments and benefits provided under the Plan and any Award shall either be exempt from the application of, or comply with, the requirements of Section 409A of the Code. The Plan and all Award Certificates shall be construed in a manner that effects such intent. Nevertheless, the tax treatment of the benefits provided under the Plan or any Award is not warranted or guaranteed. Neither the Company, its Affiliates nor their respective directors, officers, employees or advisers (other than in his or her capacity as a Participant) shall be held liable for any taxes, interest, penalties or other monetary amounts owed by any Participant or other taxpayer as a result of the Plan or any Award.
|
(b)
|
Definitional Restrictions
. Notwithstanding anything in the Plan or in any Award Certificate to the contrary, to the extent that any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code (“
Non-Exempt Deferred
Compensation
”) would otherwise be payable or distributable, or a different form of payment (e.g., lump sum or installment) of such Non-Exempt Deferred Compensation would be effected, under the Plan or any Award Certificate by reason of the occurrence of a Change in Control, or the Participant’s Disability or separation from service, such Non-Exempt Deferred Compensation will not be payable or distributable to the Participant, and/or such different form of payment will not be effected, by reason of such circumstance unless the circumstances giving rise to such Change in Control, Disability or separation from service meet any description or definition of “change in control event”, “disability” or “separation from service”, as the case may be, in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any Award upon a Change in Control, Disability or separation from service, however defined. If this provision prevents the payment or distribution of any amount or benefit, or the application of a different form of payment of any amount or benefit, such payment or distribution shall be made at the time and in the form that would have applied absent the Change in Control, Disability or separation from service as applicable.
|
(c)
|
Allocation among Possible Exemptions
. If any one or more Awards granted under the Plan to a Participant could qualify for any separation pay exemption described in Treas. Reg. Section 1.409A-1(b)(9), but such Awards in the aggregate exceed the dollar limit permitted for the separation pay exemptions, the Company shall determine which Awards or portions thereof will be subject to such exemptions.
|
(d)
|
Six-Month Delay in Certain Circumstances
. Notwithstanding anything in the Plan or in any Award Certificate to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Plan or any Award Certificate by reason of a Participant’s separation from service during a period in which the Participant is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Committee under Treas. Reg. Section 1.409A- 3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following the Participant’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following the Participant’s separation from service (or, if the Participant dies during such period, within 30 days after the Participant’s death) (in either case, the “
Required Delay Period
”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period.For purposes of this Plan, the term “
Specified Employee
” has the meaning given such term in Code Section 409A and the final regulations thereunder.
|
(e)
|
Installment Payments
. If, pursuant to an Award, a Participant is entitled to a series of installment payments, such Participant’s right to the series of installment payments shall be treated as a right to a series of separate payments and not to a single payment. For purposes of the preceding sentence, the term “series of
|
(f)
|
Timing of Release of Claims
Whenever an Award conditions a payment or benefit on the Participant’s execution and non-revocation of a release of claims, such release must be executed and all revocation periods shall have expired within sixty (60) days after the date of termination of the Participant’s employment; failing which such payment or benefit shall be forfeited. If such payment or benefit is exempt from Section 409A of the Code, the Company may elect to make or commence payment at any time during such 60-day period. If such payment or benefit constitutes Non-Exempt Deferred Compensation, then, subject to subsection (c) above, (i) if such 60-day period begins and ends in a single calendar year, the Company may make or commence payment at any time during such period at its discretion, and (ii) if such 60-day period begins in one calendar year and ends in the next calendar year, the payment shall be made or commence during the second such calendar year (or any later date specified for such payment under the applicable Award), even if such signing and non- revocation of the release occur during the first such calendar year included within such 60- day period. In other words, a Participant is not permitted to influence the calendar year of payment based on the timing of signing the release.
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(g)
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Permitted Acceleration
. The Company shall have the sole authority to make any accelerated distribution permissible under Treas. Reg. Section 1.409A-3(j)(4) to Participants of deferred amounts, provided that such distribution(s) meets the requirements of Treas. Reg.Section 1.409A-3(j)(4).
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(a)
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Notwithstanding any other provision of the Plan, no Participant who acquires Shares pursuant to the Plan may, during any period of time that such Participant is an affiliate of the Company (within the meaning of the rules and regulations of the Securities and Exchange Commission under the 1933 Act), sell such Shares, unless such offer and sale is made (i) pursuant to an effective registration statement under the 1933 Act, which is current and includes the Shares to be sold, or (ii) pursuant to an appropriate exemption from the registration requirement of the 1933 Act, such as that set forth in Rule 144 promulgated under the 1933 Act.
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(b)
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Notwithstanding any other provision of the Plan, if at any time the Committee shall determine that the registration, listing or qualification of the Shares covered by an Award upon any Exchange or under any foreign, federal, state or local law or practice, or the consent or approval of any governmental regulatory body, is
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Fidelity Southern Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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May 4, 2018
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|
/s/ J
AMES
B. M
ILLER
, J
R
.
|
James B. Miller, Jr.
|
Chief Executive Officer
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Fidelity Southern Corporation
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1.
|
I have reviewed this Quarterly Report on Form 10-Q of Fidelity Southern Corporation;
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2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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May 4, 2018
|
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/s/ Charles D. Christy
|
Charles D. Christy
|
Chief Financial Officer
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Fidelity Southern Corporation
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1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation as of and for the periods covered in the Report.
|
May 4, 2018
|
|
/s/ J
AMES
B. M
ILLER
, J
R
.
|
James B. Miller, Jr.
|
Chief Executive Officer
|
Fidelity Southern Corporation
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation as of and for the periods covered in the Report.
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May 4, 2018
|
|
/s/ Charles D. Christy
|
Charles D. Christy
|
Chief Financial Officer
|
Fidelity Southern Corporation
|