ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
|
Georgia
|
20-5728270
|
(State of Incorporation)
|
(I.R.S. Employer Identification No.)
|
|
|
3280 Peachtree Road NE, Suite 1600 Atlanta, Georgia
|
30305
|
(Address of principal executive offices)
|
(Zip Code)
|
Registrant’s telephone number, including area code:
(404) 995-6050
|
|
Securities registered pursuant to Section 12(b) of the Act:
|
Name of each exchange on which registered
|
Title of each class
|
The NASDAQ Stock Market LLC
|
Common Stock, no par value
|
(NASDAQ Global Select Market)
|
|
|
Securities Registered Pursuant to Section 12(g) of the Act:
None
|
Large accelerated filer
|
[ ]
|
|
Accelerated filer
|
[x]
|
Non-accelerated filer
|
[ ]
|
|
Smaller reporting company
|
[ ]
|
Class
|
|
Outstanding at March 10, 2017
|
Common Stock, no par value per share
|
|
25,535,692 shares
|
|
|
Page
No.
|
PART I.
|
|
|
Item 1.
|
||
Item 1A.
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||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
PART II.
|
|
|
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
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||
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||
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||
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||
|
||
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
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||
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PART III
|
|
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Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
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PART IV
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|
|
Item 15.
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||
Item 16.
|
||
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||
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ITEM 1.
|
BUSINESS
|
•
|
the expected growth opportunities and cost savings from the transaction with First Security Group, Inc. (“First Security”) may not be fully realized or may take longer to realize than expected;
|
•
|
loss of income from our TriNet division following our exit of this business;
|
•
|
changes in asset quality and credit risk;
|
•
|
the cost and availability of capital;
|
•
|
customer acceptance of our products and services;
|
•
|
customer borrowing, repayment, investment and deposit practices;
|
•
|
the introduction, withdrawal, success and timing of business initiatives;
|
•
|
the impact, extent, and timing of technological changes;
|
•
|
severe catastrophic events in our geographic area;
|
•
|
a weakening of the economies in which we conduct operations may adversely affect our operating results;
|
•
|
the U.S. legal and regulatory framework, including those associated with the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), could adversely affect the operating results of the company;
|
•
|
the interest rate environment may compress margins and adversely affect net interest income;
|
•
|
changes in trade, monetary and fiscal policies of various governmental bodies and central banks could affect the economic environment in which we operate;
|
•
|
our ability to determine accurate values of certain assets and liabilities;
|
•
|
adverse developments in securities, public debt, and capital markets, including changes in market liquidity and volatility;
|
•
|
our ability to anticipate or respond to interest rate changes correctly and manage interest rate risk presented through unanticipated changes in our interest rate risk position and/or short- and long-term interest rates;
|
•
|
unanticipated changes in our liquidity position, including but not limited to our ability to enter the financial markets to manage and respond to any changes to our liquidity position;
|
•
|
adequacy of our risk management program;
|
•
|
increased costs associated with operating as a public company;
|
•
|
increased competitive pressure due to consolidation in the financial services industry; or
|
•
|
other risks and factors identified in this Form 10-K under the heading “Risk Factors.”
|
•
|
it may acquire substantially all of the assets of any other bank holding company, or direct or indirect ownership or control of voting shares of any other bank holding company if, after the acquisition, the bank holding company will directly or indirectly own or control more than 5% of the voting shares of the other bank holding company;
|
•
|
it may acquire substantially all of the assets of any other bank, or direct or indirect ownership or control of voting shares of any bank if, after the acquisition, the bank holding company will directly or indirectly own or control more than 5% of the voting shares of the bank;
|
•
|
it or any of its subsidiaries, other than a bank, may acquire all or substantially all of the assets of any bank; or
|
•
|
it may merge or consolidate with any other bank holding company.
|
•
|
the bank holding company has registered securities under Section 12 of the Exchange Act; or
|
•
|
no other person owns a greater percentage of that class of voting securities immediately after the transaction.
|
Requirement
|
Total Risk Based Capital Ratio
|
Tier 1 Risk Based Capital Ratio
|
CET1 Risk Based Capital Ratio
|
Leverage Ratio
|
Well Capitalized
|
≥ 10%
|
≥ 8%
|
≥ 6.5%
|
≥ 5%
|
Adequately Capitalized
|
≥ 8%
|
≥ 6%
|
≥ 4.5%
|
≥ 4%
|
Undercapitalized
|
≥ 8%
|
≥ 6%
|
≥ 4.5%
|
≥ 4%
|
Significantly Undercapitalized
|
≥ 6%
|
≥ 4%
|
≥ 3%
|
≥ 3%
|
Critically Undercapitalized
|
Tangible equity to total assets ≤ 2
|
|
Effective as of January 1,
|
2016
|
2017
|
2018
|
2019
|
Minimum Leverage Ratio
|
4.0%
|
4.0%
|
4.0%
|
4.0%
|
Minimum Common Equity Tier 1 Risk Based Capital Ratio
|
4.5%
|
4.5%
|
4.5%
|
4.5%
|
Capital Conservation Buffer
(1)
|
0.625%
|
1.25%
|
1.875%
|
2.5%
|
Minimum Common Equity Tier 1 Risk Based Capital Ratio with Capital Conservation Buffer
|
5.125%
|
5.75%
|
6.375%
|
7.0%
|
Minimum Tier 1 Risk Based Capital Ratio
|
6.0%
|
6.0%
|
6.0%
|
6.0%
|
Minimum Tier 1 Risk Based Capital Ratio with Capital Conservation Buffer
|
6.625%
|
7.25%
|
7.875%
|
8.5%
|
Minimum Total Risk Based Capital Ratio
|
8.0%
|
8.0%
|
8.0%
|
8.0%
|
Minimum Total Risk Based Capital Ratio with Capital Conservation Buffer
|
8.625%
|
9.25%
|
9.875%
|
10.5%
|
(1)
|
The capital conservation buffer must be maintained in order for a banking organization to avoid being subject to limitations on capital distributions, including dividend payments, and discretionary bonus payments to executive officers.
|
•
|
the loans must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with persons not affiliated with the Bank;
|
•
|
the Bank must follow credit underwriting procedures at least as stringent as those applicable to comparable transactions with persons who are not affiliated with the Bank; and
|
•
|
the loans must not involve a greater than normal risk of non-payment or include other features not favorable to the Bank.
|
•
|
the development of internal policies, procedures, and controls;
|
•
|
the designation of a compliance officer;
|
•
|
an ongoing employee training program; and
|
•
|
an independent audit function to test the programs.
|
ITEM 1A.
|
RISK FACTORS
|
•
|
there may be a substantial lag time between the time we incur the expenses associated with evaluating new markets for expansion, identifying and evaluating potential expansion partners or acquisition opportunities, and hiring experienced local management and opening new banking facilities, and the time when we generate sufficient assets, deposits and earnings to support the costs of such expansion; the use of inaccurate estimates and judgments in evaluating credit, operations, management and market risks with respect to any target institution or assets;
|
•
|
the time associated with negotiating a transaction or working on strategic plans, resulting in management’s attention being diverted from our existing business;
|
•
|
the time and expense of obtaining required regulatory approvals and complying with the terms and conditions of regulatory approvals, which may require us to dispose of acquired branches, sell certain segments of acquired loan portfolios, or impose other restrictions on our operations;
|
•
|
negotiations may be terminated by either party for a variety of reasons resulting in sunk costs associated with the particular transaction;
|
•
|
the time and expense of integrating new operations and personnel; and
|
•
|
the possible loss of key employees and customers as a result of expansion into a new market, elimination of redundant branches, or an acquisition that is poorly conceived and executed.
|
•
|
an increase in loan delinquencies;
|
•
|
an increase in problem assets and foreclosures;
|
•
|
a decrease in the demand for our products and services; and
|
•
|
a decrease in the value of collateral for loans, especially real estate, in turn reducing customers’ borrowing power, the value of assets associated with problem loans and collateral coverage.
|
•
|
corporate governance and executive compensation of all companies whose securities are registered with the SEC;
|
•
|
FDIC insurance assessments;
|
•
|
interchange fees for debit cards, which would be set by the Federal Reserve under a restrictive “reasonable and proportional cost” per transaction standard, and;
|
•
|
minimum capital levels for bank holding companies, subject to a grandfather clause for financial institutions with less than $15 billion in assets.
|
•
|
imposes certain limitations on the ability of financial institutions to share consumers’ nonpublic personal information with nonaffiliated third parties;
|
•
|
requires that financial institutions provide certain disclosures to consumers about their information collection, sharing and security practices and affords customers the right to “opt out” of the institution’s disclosure of their personal financial information to nonaffiliated third parties (with certain exceptions); and
|
•
|
requires financial institutions to develop, implement and maintain a written comprehensive information security program containing safeguards that are appropriate to the financial institution’s size and complexity, the nature and scope of the financial institution’s activities, and the sensitivity of customer information processed by the financial institution as well as plans for responding to data security breaches.
|
•
|
changes in revenue or earnings estimates or publication of research reports and recommendations by financial analysts or actions taken by rating agencies with respect to our securities or those of other financial institutions;
|
•
|
anticipated or pending investigations, proceedings or litigation that involve or affect us or the financial services industry; or
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
MARKET FOR COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
|
2016
|
|
2015
|
||||||||||||||||||||||
|
|
Price Per Share
|
Cash Dividends Declared
|
|
Price Per Share
|
Cash Dividends Declared
|
||||||||||||||||||||
Quarter Ended:
|
|
High
|
Low
|
Close
|
|
High
|
Low
|
Close
|
||||||||||||||||||
March 31
|
|
$
|
14.90
|
|
$
|
11.55
|
|
$
|
13.94
|
|
$
|
—
|
|
|
N/A
|
N/A
|
N/A
|
$
|
—
|
|
||||||
June 30
|
|
$
|
14.58
|
|
$
|
12.92
|
|
$
|
14.46
|
|
$
|
—
|
|
|
N/A
|
N/A
|
N/A
|
$
|
—
|
|
||||||
September 30
|
|
$
|
15.74
|
|
$
|
14.04
|
|
$
|
14.98
|
|
$
|
—
|
|
|
N/A
|
N/A
|
N/A
|
$
|
—
|
|
||||||
December 31
|
|
$
|
19.25
|
|
$
|
13.80
|
|
$
|
19.00
|
|
$
|
—
|
|
|
$
|
17.50
|
|
$
|
13.80
|
|
$
|
14.98
|
|
$
|
—
|
|
Year Ended:
|
|
$
|
19.25
|
|
$
|
11.55
|
|
$
|
19.00
|
|
$
|
—
|
|
|
$
|
17.50
|
|
$
|
13.80
|
|
$
|
14.98
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
Non-GAAP Performance Measures Reconciliation
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
2016
|
|
2015
|
||||||||||||||||||||||||||||
(in thousands)
|
|
Fourth Quarter
|
|
Third Quarter
|
|
Second Quarter
|
|
First Quarter
|
|
Fourth Quarter
|
|
Third Quarter
|
|
Second Quarter
|
|
First Quarter
|
||||||||||||||||
Interest income reconciliation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest income - GAAP
|
|
$
|
22,307
|
|
|
$
|
22,295
|
|
|
$
|
22,116
|
|
|
$
|
21,499
|
|
|
$
|
18,240
|
|
|
$
|
10,334
|
|
|
$
|
10,481
|
|
|
$
|
9,912
|
|
Taxable equivalent adjustment
|
|
223
|
|
|
133
|
|
|
74
|
|
|
54
|
|
|
30
|
|
|
11
|
|
|
11
|
|
|
11
|
|
||||||||
Interest income - taxable equivalent
|
|
$
|
22,530
|
|
|
$
|
22,428
|
|
|
$
|
22,190
|
|
|
$
|
21,553
|
|
|
$
|
18,270
|
|
|
$
|
10,345
|
|
|
$
|
10,492
|
|
|
$
|
9,923
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net interest income reconciliation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net interest income - GAAP
|
|
$
|
19,278
|
|
|
$
|
19,354
|
|
|
$
|
19,209
|
|
|
$
|
18,867
|
|
|
$
|
15,948
|
|
|
$
|
9,494
|
|
|
$
|
9,570
|
|
|
$
|
9,032
|
|
Taxable equivalent adjustment
|
|
223
|
|
|
133
|
|
|
74
|
|
|
54
|
|
|
30
|
|
|
11
|
|
|
11
|
|
|
11
|
|
||||||||
Net interest income - taxable equivalent
|
|
$
|
19,501
|
|
|
$
|
19,487
|
|
|
$
|
19,283
|
|
|
$
|
18,921
|
|
|
$
|
15,978
|
|
|
$
|
9,505
|
|
|
$
|
9,581
|
|
|
$
|
9,043
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net interest income after provision for loan losses reconciliation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net interest income after provision for loan losses - GAAP
|
|
$
|
17,070
|
|
|
$
|
18,891
|
|
|
$
|
18,432
|
|
|
$
|
18,499
|
|
|
$
|
8,325
|
|
|
$
|
9,631
|
|
|
$
|
9,385
|
|
|
$
|
8,668
|
|
Taxable equivalent adjustment
|
|
223
|
|
|
133
|
|
|
74
|
|
|
54
|
|
|
30
|
|
|
11
|
|
|
11
|
|
|
11
|
|
||||||||
Net interest income after provision for loan losses - taxable equivalent
|
|
$
|
17,293
|
|
|
$
|
19,024
|
|
|
$
|
18,506
|
|
|
$
|
18,553
|
|
|
$
|
8,355
|
|
|
$
|
9,642
|
|
|
$
|
9,396
|
|
|
$
|
8,679
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Income (loss) before income taxes reconciliation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Income (loss) before income taxes - GAAP
|
|
$
|
2,725
|
|
|
$
|
5,597
|
|
|
$
|
8,369
|
|
|
$
|
4,653
|
|
|
$
|
(11,454
|
)
|
|
$
|
3,689
|
|
|
$
|
4,592
|
|
|
$
|
2,648
|
|
Taxable equivalent adjustment
|
|
223
|
|
|
133
|
|
|
74
|
|
|
54
|
|
|
30
|
|
|
11
|
|
|
11
|
|
|
11
|
|
||||||||
Income (loss) before income taxes - taxable equivalent
|
|
$
|
2,948
|
|
|
$
|
5,730
|
|
|
$
|
8,443
|
|
|
$
|
4,707
|
|
|
$
|
(11,424
|
)
|
|
$
|
3,700
|
|
|
$
|
4,603
|
|
|
$
|
2,659
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Income tax expense (benefit) reconciliation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Income tax expense (benefit) - GAAP
|
|
$
|
1,609
|
|
|
$
|
3,708
|
|
|
$
|
5,147
|
|
|
$
|
2,931
|
|
|
$
|
(8,161
|
)
|
|
$
|
2,226
|
|
|
$
|
2,902
|
|
|
$
|
1,714
|
|
Taxable equivalent adjustment
|
|
223
|
|
|
133
|
|
|
74
|
|
|
54
|
|
|
30
|
|
|
11
|
|
|
11
|
|
|
11
|
|
||||||||
Income tax expense (benefit) - taxable equivalent
|
|
$
|
1,832
|
|
|
$
|
3,841
|
|
|
$
|
5,221
|
|
|
$
|
2,985
|
|
|
$
|
(8,131
|
)
|
|
$
|
2,237
|
|
|
$
|
2,913
|
|
|
$
|
1,725
|
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
a $36.2 million, or 81%, increase to $80.8 million in interest income on loans, resulting from a $794.4 million, or 67% higher average balance, due primarily to the addition of the First Security loan portfolio as well as organic loan growth; and
|
•
|
net accretion income on acquired loans totaling $2.6 million for the year ended December 31, 2016.
|
Table 3 - Noninterest Income
|
|
|
|
|
|
|
|
|||||||||
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
||||||||
|
|
Twelve months ended December 31,
|
|
Change
|
||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2016-2015
|
||||||||
Service charges
|
|
$
|
5,487
|
|
|
$
|
2,613
|
|
|
$
|
1,170
|
|
|
2,874
|
|
|
Securities gains, net
|
|
44
|
|
|
10
|
|
|
59
|
|
|
34
|
|
||||
Gains on sale of other assets
|
|
388
|
|
|
189
|
|
|
—
|
|
|
199
|
|
||||
Mortgage income
|
|
1,917
|
|
|
163
|
|
|
—
|
|
|
1,754
|
|
||||
Trust income
|
|
1,411
|
|
|
192
|
|
|
—
|
|
|
1,219
|
|
||||
Derivatives income
|
|
578
|
|
|
304
|
|
|
245
|
|
|
274
|
|
||||
Bank owned life insurance
|
|
1,610
|
|
|
2,159
|
|
|
932
|
|
|
(549
|
)
|
||||
SBA lending activities
|
|
3,642
|
|
|
2,910
|
|
|
2,264
|
|
|
732
|
|
||||
TriNet lending activities
|
|
1,501
|
|
|
—
|
|
|
—
|
|
|
1,501
|
|
||||
Gains on sale of branches
|
|
3,885
|
|
|
—
|
|
|
—
|
|
|
3,885
|
|
||||
Other noninterest income
|
|
1,269
|
|
|
859
|
|
|
672
|
|
|
410
|
|
||||
Total noninterest income
|
|
$
|
21,732
|
|
|
$
|
9,399
|
|
|
$
|
5,342
|
|
|
$
|
12,333
|
|
Table 4 - Noninterest Expense
|
||||||||||||||||
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
||||||||
|
|
Twelve months ended December 31,
|
|
Change
|
||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2015-2016
|
||||||||
Salaries and employee benefits
|
|
$
|
42,303
|
|
|
$
|
24,098
|
|
|
$
|
18,608
|
|
|
$
|
18,205
|
|
Occupancy
|
|
4,604
|
|
|
2,170
|
|
|
1,721
|
|
|
2,434
|
|
||||
Equipment and software
|
|
2,966
|
|
|
1,295
|
|
|
921
|
|
|
1,671
|
|
||||
Professional services
|
|
2,918
|
|
|
1,610
|
|
|
1,055
|
|
|
1,308
|
|
||||
Postage, printing and supplies
|
|
462
|
|
|
178
|
|
|
91
|
|
|
284
|
|
||||
Communications and data processing
|
|
3,291
|
|
|
1,541
|
|
|
1,253
|
|
|
1,750
|
|
||||
Marketing and business development
|
|
1,100
|
|
|
410
|
|
|
323
|
|
|
690
|
|
||||
FDIC premiums
|
|
1,568
|
|
|
789
|
|
|
643
|
|
|
779
|
|
||||
Merger expense and conversion costs
|
|
2,742
|
|
|
9,154
|
|
|
—
|
|
|
(6,412
|
)
|
||||
Amortization of intangibles
|
|
2,445
|
|
|
526
|
|
|
—
|
|
|
1,919
|
|
||||
NPA/ORE expense
|
|
864
|
|
|
70
|
|
|
7
|
|
|
794
|
|
||||
Other noninterest expense
|
|
8,017
|
|
|
4,092
|
|
|
1,952
|
|
|
3,925
|
|
||||
Total noninterest expense
|
|
$
|
73,280
|
|
|
$
|
45,933
|
|
|
$
|
26,574
|
|
|
$
|
27,347
|
|
Table 5 - Loans
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
December 31,
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans held for sale
|
|
|
|
|
|
|
|
|
|
|
||||||||||
TriNet loans held for sale
|
|
$
|
—
|
|
|
$
|
58,934
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Branch loans held for sale
|
|
30,917
|
|
|
35,470
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other loans held for sale
|
|
4,302
|
|
|
1,061
|
|
|
—
|
|
|
—
|
|
|
64,353
|
|
|||||
Total loans held for sale
|
|
$
|
35,219
|
|
|
$
|
95,465
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
64,353
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans held for investment
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
|
$
|
531,061
|
|
|
$
|
467,083
|
|
|
$
|
365,447
|
|
|
$
|
329,651
|
|
|
$
|
272,373
|
|
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Owner occupied
|
|
352,523
|
|
|
320,656
|
|
|
193,892
|
|
|
188,956
|
|
|
156,634
|
|
|||||
Non-owner occupied
|
|
506,255
|
|
|
525,757
|
|
|
245,179
|
|
|
207,627
|
|
|
236,278
|
|
|||||
Construction and land
|
|
219,352
|
|
|
166,358
|
|
|
82,567
|
|
|
49,101
|
|
|
39,773
|
|
|||||
Mortgage warehouse loans
|
|
147,519
|
|
|
84,350
|
|
|
116,939
|
|
|
8,026
|
|
|
—
|
|
|||||
Total commercial loans
|
|
1,756,710
|
|
|
1,564,204
|
|
|
1,004,024
|
|
|
783,361
|
|
|
705,058
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgages
|
|
101,921
|
|
|
110,381
|
|
|
1,320
|
|
|
—
|
|
|
2,575
|
|
|||||
Home equity
|
|
77,358
|
|
|
80,738
|
|
|
28,464
|
|
|
27,006
|
|
|
32,209
|
|
|||||
Total residential loans
|
|
179,279
|
|
|
191,119
|
|
|
29,784
|
|
|
27,006
|
|
|
34,784
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consumer
|
|
27,338
|
|
|
30,451
|
|
|
9,290
|
|
|
8,719
|
|
|
8,931
|
|
|||||
Other
|
|
21,565
|
|
|
6,901
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
1,984,892
|
|
|
1,792,675
|
|
|
1,043,098
|
|
|
819,086
|
|
|
748,773
|
|
|||||
Less net deferred fees and other unearned income
|
|
(3,562
|
)
|
|
(2,006
|
)
|
|
(3,385
|
)
|
|
(2,084
|
)
|
|
(2,381
|
)
|
|||||
Less allowance for loan losses
|
|
(20,595
|
)
|
|
(18,905
|
)
|
|
(11,421
|
)
|
|
(10,815
|
)
|
|
(10,736
|
)
|
|||||
Loans held for investment, net
|
|
$
|
1,960,735
|
|
|
$
|
1,771,764
|
|
|
$
|
1,028,292
|
|
|
$
|
806,187
|
|
|
$
|
735,656
|
|
Table 7 - Nonperforming assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
December 31,
|
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
||||||||||
Nonaccrual loans*
|
|
$
|
621
|
|
|
$
|
7,772
|
|
|
$
|
—
|
|
|
$
|
2,954
|
|
|
$
|
3,668
|
|
|
Loans past due 90 days and still accruing
|
|
994
|
|
|
777
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||
Total nonperforming loans (NPLs)
|
|
1,615
|
|
|
8,549
|
|
|
—
|
|
|
2,954
|
|
|
3,668
|
|
|
|||||
Other real estate owned
|
|
1,872
|
|
|
1,982
|
|
|
1,531
|
|
|
1,531
|
|
|
1,531
|
|
|
|||||
Total nonperforming assets (NPAs)
|
|
$
|
3,487
|
|
|
$
|
10,531
|
|
|
$
|
1,531
|
|
|
$
|
4,485
|
|
|
$
|
5,199
|
|
|
NPLs as a percentage of total loans
|
|
0.08
|
|
%
|
0.45
|
|
%
|
—
|
|
%
|
0.36
|
|
%
|
0.49
|
|
%
|
|||||
NPAs as a percentage of total assets
|
|
0.13
|
|
|
0.40
|
|
|
0.12
|
|
|
0.36
|
|
|
0.43
|
|
|
Table 10 - Allocation of Allowance for Loan Losses
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
December 31,
|
|
|||||||||||||||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
|||||||||||||||||||||||||
|
|
Allowance for loan losses
|
|
Percent of loans to total loans
|
|
Allowance for loan losses
|
|
Percent of loans to total loans
|
|
Allowance for loan losses
|
|
Percent of loans to total loans
|
|
Allowance for loan losses
|
|
Percent of loans to total loans
|
|
Allowance for loan losses
|
|
Percent of loans to total loans
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Allowance for loan losses allocated to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Commercial and industrial
|
|
$
|
8,616
|
|
|
27
|
|
%
|
$
|
6,186
|
|
|
26
|
|
%
|
$
|
4,185
|
|
|
35
|
|
%
|
$
|
4,272
|
|
|
40
|
|
%
|
$
|
3,870
|
|
|
34
|
|
%
|
Commercial real estate
|
|
7,159
|
|
|
44
|
|
|
8,656
|
|
|
47
|
|
|
5,837
|
|
|
42
|
|
|
5,438
|
|
|
49
|
|
|
5,669
|
|
|
48
|
|
|
|||||
Construction and land
|
|
2,942
|
|
|
11
|
|
|
1,695
|
|
|
9
|
|
|
945
|
|
|
8
|
|
|
636
|
|
|
6
|
|
|
566
|
|
|
5
|
|
|
|||||
Mortgage warehouse loans
|
|
—
|
|
|
7
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
8
|
|
|
|||||
Residential mortgages
|
|
732
|
|
|
5
|
|
|
1,156
|
|
|
6
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|
—
|
|
|
|||||
Home equity
|
|
686
|
|
|
4
|
|
|
825
|
|
|
5
|
|
|
332
|
|
|
3
|
|
|
356
|
|
|
3
|
|
|
466
|
|
|
4
|
|
|
|||||
Consumer
|
|
460
|
|
|
2
|
|
|
387
|
|
|
2
|
|
|
107
|
|
|
1
|
|
|
113
|
|
|
1
|
|
|
128
|
|
|
1
|
|
|
|||||
Total allowance for loan losses
|
|
$
|
20,595
|
|
|
100
|
|
%
|
$
|
18,905
|
|
|
100
|
|
%
|
$
|
11,421
|
|
|
100
|
|
%
|
$
|
10,815
|
|
|
100
|
|
%
|
$
|
10,736
|
|
|
100
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Table 13 - Average Deposits
|
|
|
|
|
|
||||||||||||||
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
December 31,
|
|||||||||||||||||
|
|
2016
|
|
% of total
|
|
2015
|
|
% of total
|
|
2014
|
|
% of total
|
|
||||||
Non-interest bearing demand deposits
|
|
$
|
559,762
|
|
|
26
|
%
|
$
|
352,437
|
|
|
27
|
%
|
$
|
254,861
|
|
|
26
|
%
|
Interest-bearing demand deposits
|
|
279,594
|
|
|
13
|
|
160,452
|
|
|
12
|
|
74,444
|
|
|
8
|
|
|||
Savings and money market deposits
|
|
891,285
|
|
|
42
|
|
585,325
|
|
|
45
|
|
530,570
|
|
|
54
|
|
|||
Time deposits less than $250,000
|
|
180,251
|
|
|
8
|
|
48,832
|
|
|
4
|
|
3,754
|
|
|
—
|
|
|||
Time deposits $250,000 or greater
|
|
28,549
|
|
|
1
|
|
9,301
|
|
|
1
|
|
12,568
|
|
|
1
|
|
|||
Brokered deposits
|
|
207,543
|
|
|
10
|
|
140,416
|
|
|
11
|
|
107,575
|
|
|
11
|
|
|||
|
|
$
|
2,146,984
|
|
|
100
|
|
$
|
1,296,763
|
|
|
100
|
|
$
|
983,772
|
|
|
100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Branch deposits to be assumed in a sale
|
|
$
|
62,217
|
|
|
|
|
$
|
106,705
|
|
|
|
|
$
|
—
|
|
|
|
|
•
|
tactical liquidity measures the risk of a negative cash flow position whereby cash outflows exceed cash inflows over a short-term horizon;
|
•
|
structural liquidity measures the amount by which illiquid assets are supported by long-term funding; and
|
•
|
contingent liquidity utilizes cash flow stress testing across three crisis scenarios to determine the adequacy of Atlantic Capital’s liquidity.
|
Table 17 - Basel III Capital Requirements
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Basel III minimum requirement 2015
|
|
Basel III well capitalized 2015
|
|
Basel III minimum requirement 2016
|
|
Basel III well capitalized 2016
|
|
Minimum Capital plus capital conservation buffer 2019
|
|
|||||
Common equity tier 1 to risk weighted assets
|
|
4.5
|
|
%
|
6.5
|
|
%
|
4.5
|
|
%
|
6.5
|
|
%
|
7.0
|
|
%
|
Tier 1 capital to risk weighted assets
|
|
6.0
|
|
|
8.0
|
|
|
6.0
|
|
|
8.0
|
|
|
8.5
|
|
|
Total capital ratio to risk weighted assets
|
|
8.0
|
|
|
10.0
|
|
|
8.0
|
|
|
10.0
|
|
|
10.5
|
|
|
Leverage ratio
|
|
4.0
|
|
|
5.0
|
|
|
4.0
|
|
|
5.0
|
|
|
NA
|
|
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
Report of Independent Registered Public Accounting Firm
|
The Board of Directors and Shareholders of
Atlantic Capital Bancshares, Inc.
We have audited the accompanying consolidated balance sheets of Atlantic Capital Bancshares, Inc. and its subsidiary (the Company) as of December 31, 2016 and 2015, and the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2016. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
|
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Atlantic Capital Bancshares, Inc. and its subsidiary at December 31, 2016 and 2015, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2016, in conformity with U.S. generally accepted accounting principles
.
|
/s/ Ernst & Young LLP
Atlanta, Georgia
March 14, 2017
|
(in thousands, except share data)
|
December 31,
2016 |
|
December 31,
2015 |
||||
ASSETS
|
|
|
|
||||
Cash and due from banks
|
$
|
36,790
|
|
|
$
|
45,848
|
|
Interest-bearing deposits in banks
|
118,039
|
|
|
130,900
|
|
||
Other short-term investments
|
10,896
|
|
|
26,137
|
|
||
Cash and cash equivalents
|
165,725
|
|
|
202,885
|
|
||
Securities available-for-sale
|
347,705
|
|
|
346,221
|
|
||
Other investments
|
23,806
|
|
|
8,034
|
|
||
Loans held for sale
|
35,219
|
|
|
95,465
|
|
||
Loans
|
1,981,330
|
|
|
1,790,669
|
|
||
Less: Allowance for loan losses
|
(20,595
|
)
|
|
(18,905
|
)
|
||
Loans, net
|
1,960,735
|
|
|
1,771,764
|
|
||
Branch premises held for sale
|
2,995
|
|
|
7,200
|
|
||
Premises and equipment, net
|
11,958
|
|
|
23,145
|
|
||
Bank owned life insurance
|
62,160
|
|
|
60,608
|
|
||
Goodwill and intangible assets, net
|
29,567
|
|
|
35,232
|
|
||
Other real estate owned
|
1,872
|
|
|
1,982
|
|
||
Other assets
|
85,801
|
|
|
86,244
|
|
||
Total assets
|
$
|
2,727,543
|
|
|
$
|
2,638,780
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Deposits:
|
|
|
|
||||
Noninterest-bearing demand
|
$
|
643,471
|
|
|
$
|
544,561
|
|
Interest-bearing checking
|
264,062
|
|
|
232,868
|
|
||
Savings
|
27,932
|
|
|
28,922
|
|
||
Money market
|
912,493
|
|
|
875,441
|
|
||
Time
|
157,810
|
|
|
183,206
|
|
||
Brokered deposits
|
200,223
|
|
|
183,810
|
|
||
Total deposits
|
2,205,991
|
|
|
2,048,808
|
|
||
Deposits to be assumed in branch sale
|
31,589
|
|
|
213,410
|
|
||
Federal funds purchased and securities sold under agreements to repurchase
|
—
|
|
|
11,931
|
|
||
Federal Home Loan Bank borrowings
|
110,000
|
|
|
—
|
|
||
Long-term debt
|
49,366
|
|
|
49,197
|
|
||
Other liabilities
|
26,939
|
|
|
27,442
|
|
||
Total liabilities
|
2,423,885
|
|
|
2,350,788
|
|
||
SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Preferred stock, no par value; 10,000,000 shares authorized; no shares issued and outstanding as of December 31, 2016 and 2015
|
—
|
|
|
—
|
|
||
Common stock, no par value; 100,000,000 shares authorized; 25,093,135 and 24,425,546 shares issued and outstanding as of December 31, 2016 and 2015, respectively
|
292,747
|
|
|
286,367
|
|
||
Retained earnings
|
16,536
|
|
|
3,141
|
|
||
Accumulated other comprehensive (loss) income
|
(5,625
|
)
|
|
(1,516
|
)
|
||
Total shareholders’ equity
|
303,658
|
|
|
287,992
|
|
||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
$
|
2,727,543
|
|
|
$
|
2,638,780
|
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands, except per share data)
|
|
2016
|
|
2015
|
|
2014
|
||||||
INTEREST INCOME
|
|
|
|
|
|
|
||||||
Loans, including fees
|
|
$
|
80,781
|
|
|
$
|
44,562
|
|
|
$
|
32,762
|
|
Investment securities – available-for-sale
|
|
5,698
|
|
|
3,301
|
|
|
3,109
|
|
|||
Interest and dividends on other interest-earning assets
|
|
1,738
|
|
|
1,104
|
|
|
671
|
|
|||
Total interest income
|
|
88,217
|
|
|
48,967
|
|
|
36,542
|
|
|||
INTEREST EXPENSE
|
|
|
|
|
|
|
||||||
Interest on deposits
|
|
7,399
|
|
|
3,618
|
|
|
2,889
|
|
|||
Interest on Federal Home Loan Bank advances
|
|
558
|
|
|
290
|
|
|
437
|
|
|||
Interest on federal funds purchased and securities sold under agreements to repurchase
|
|
229
|
|
|
79
|
|
|
123
|
|
|||
Interest on long-term debt
|
|
3,285
|
|
|
858
|
|
|
—
|
|
|||
Other
|
|
38
|
|
|
78
|
|
|
—
|
|
|||
Total interest expense
|
|
11,509
|
|
|
4,923
|
|
|
3,449
|
|
|||
NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES
|
|
76,708
|
|
|
44,044
|
|
|
33,093
|
|
|||
Provision for loan losses
|
|
3,816
|
|
|
8,035
|
|
|
488
|
|
|||
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES
|
|
72,892
|
|
|
36,009
|
|
|
32,605
|
|
|||
NONINTEREST INCOME
|
|
|
|
|
|
|
||||||
Service charges
|
|
5,487
|
|
|
2,613
|
|
|
1,170
|
|
|||
Gain on sales of securities available-for-sale
|
|
44
|
|
|
10
|
|
|
59
|
|
|||
Gain on sale of other assets
|
|
388
|
|
|
189
|
|
|
—
|
|
|||
Mortgage income
|
|
1,917
|
|
|
163
|
|
|
—
|
|
|||
Trust income
|
|
1,411
|
|
|
192
|
|
|
—
|
|
|||
Derivatives income
|
|
578
|
|
|
304
|
|
|
245
|
|
|||
Bank owned life insurance
|
|
1,610
|
|
|
2,159
|
|
|
932
|
|
|||
SBA lending activities
|
|
3,642
|
|
|
2,910
|
|
|
2,264
|
|
|||
Gains on sale of TriNet loans
|
|
1,501
|
|
|
—
|
|
|
—
|
|
|||
Gains on sale of branches
|
|
3,885
|
|
|
—
|
|
|
—
|
|
|||
Other noninterest income
|
|
1,269
|
|
|
859
|
|
|
672
|
|
|||
Total noninterest income
|
|
21,732
|
|
|
9,399
|
|
|
5,342
|
|
|||
NONINTEREST EXPENSE
|
|
|
|
|
|
|
||||||
Salaries and employee benefits
|
|
42,303
|
|
|
24,098
|
|
|
18,608
|
|
|||
Occupancy
|
|
4,604
|
|
|
2,170
|
|
|
1,721
|
|
|||
Equipment and software
|
|
2,966
|
|
|
1,295
|
|
|
921
|
|
|||
Professional services
|
|
2,918
|
|
|
1,610
|
|
|
1,055
|
|
|||
Postage, printing and supplies
|
|
462
|
|
|
178
|
|
|
91
|
|
|||
Communications and data processing
|
|
3,291
|
|
|
1,541
|
|
|
1,253
|
|
|||
Marketing and business development
|
|
1,100
|
|
|
410
|
|
|
323
|
|
|||
FDIC premiums
|
|
1,568
|
|
|
789
|
|
|
643
|
|
|||
Merger and conversion costs
|
|
2,742
|
|
|
9,154
|
|
|
—
|
|
|||
Amortization of intangibles
|
|
2,445
|
|
|
526
|
|
|
—
|
|
|||
Foreclosed property/problem asset expense
|
|
864
|
|
|
70
|
|
|
7
|
|
|||
Other noninterest expense
|
|
8,017
|
|
|
4,092
|
|
|
1,952
|
|
|||
Total noninterest expense
|
|
73,280
|
|
|
45,933
|
|
|
26,574
|
|
|||
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES
|
|
21,344
|
|
|
(525
|
)
|
|
11,373
|
|
|||
Provision for income taxes
|
|
7,949
|
|
|
794
|
|
|
3,857
|
|
|||
NET INCOME (LOSS)
|
|
$
|
13,395
|
|
|
$
|
(1,319
|
)
|
|
$
|
7,516
|
|
NET INCOME (LOSS) PER SHARE:
|
|
|
|
|
|
|
||||||
Net Income (Loss) Per Share – Basic
|
|
$
|
0.54
|
|
|
$
|
(0.09
|
)
|
|
$
|
0.56
|
|
Net Income (Loss) Per Share – Diluted
|
|
$
|
0.53
|
|
|
$
|
(0.09
|
)
|
|
$
|
0.55
|
|
|
Year Ended
|
||||||||||
|
December 31,
|
||||||||||
(in thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Net income (loss)
|
$
|
13,395
|
|
|
$
|
(1,319
|
)
|
|
$
|
7,516
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
||||||
Unrealized gains (losses) on available-for-sale securities:
|
|
|
|
|
|
||||||
Unrealized holding (losses) gains arising during the period, net of tax of ($2,403), ($1,578) and $1,075, respectively
|
(3,824
|
)
|
|
(2,548
|
)
|
|
1,777
|
|
|||
Reclassification adjustment for gains included in net income net of tax of ($17), ($4) and ($22), respectively
|
(27
|
)
|
|
(6
|
)
|
|
(37
|
)
|
|||
Unrealized (losses) gains on available-for-sale securities, net of tax
|
(3,851
|
)
|
|
(2,554
|
)
|
|
1,740
|
|
|||
Derivatives:
|
|
|
|
|
|
||||||
Net unrealized derivative (losses) gains, net of tax of ($160), $266 and $84, respectively
|
(258
|
)
|
|
429
|
|
|
135
|
|
|||
Changes from derivatives
|
(258
|
)
|
|
429
|
|
|
135
|
|
|||
Other comprehensive income (loss), net of tax
|
(4,109
|
)
|
|
(2,125
|
)
|
|
1,875
|
|
|||
Comprehensive income (loss)
|
$
|
9,286
|
|
|
$
|
(3,444
|
)
|
|
$
|
9,391
|
|
|
|
Common Stock
|
|
|
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
|
|
|
|||||||||||||
(in thousands, except share data)
|
|
Shares
|
|
Amount
|
|
|
Retained Earnings/(Accumulated
Deficit)
|
|
Treasury Stock
|
|
Total
|
|||||||||||||
Balance - December 31, 2013
|
|
13,437,505
|
|
|
$
|
135,671
|
|
|
|
$
|
(3,056
|
)
|
|
$
|
(1,266
|
)
|
|
$
|
(114
|
)
|
|
$
|
131,235
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income
|
|
—
|
|
|
—
|
|
|
|
7,516
|
|
|
—
|
|
|
—
|
|
|
7,516
|
|
|||||
Change in unrealized gains (losses) on investment securities available-for-sale, net
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
1,740
|
|
|
—
|
|
|
1,740
|
|
|||||
Change in unrealized gains (losses) on cash flow hedges
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
135
|
|
|
—
|
|
|
135
|
|
|||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,391
|
|
|||||||||
Acquisition of treasury stock
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(361
|
)
|
|
(361
|
)
|
|||||
Issuance of restricted stock
|
|
59,613
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Restricted stock activity
|
|
—
|
|
|
607
|
|
|
|
—
|
|
|
—
|
|
|
|
|
607
|
|
||||||
Stock-based compensation
|
|
—
|
|
|
57
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57
|
|
|||||
Balance - December 31, 2014
|
|
13,497,118
|
|
|
$
|
136,335
|
|
|
|
$
|
4,460
|
|
|
$
|
609
|
|
|
$
|
(475
|
)
|
|
$
|
140,929
|
|
Comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net loss
|
|
—
|
|
|
—
|
|
|
|
(1,319
|
)
|
|
—
|
|
|
—
|
|
|
(1,319
|
)
|
|||||
Change in unrealized gains (losses) on investment securities available-for-sale, net
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(2,554
|
)
|
|
—
|
|
|
(2,554
|
)
|
|||||
Change in unrealized gains (losses) on cash flow hedges
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
429
|
|
|
—
|
|
|
429
|
|
|||||
Total comprehensive (loss) income
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,444
|
)
|
||||||||||
Acquisition of treasury stock
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(707
|
)
|
|
(707
|
)
|
|||||
Issuance of restricted stock
|
|
151,891
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cancellation of treasury shares
|
|
(121,248
|
)
|
|
(1,182
|
)
|
|
|
—
|
|
|
—
|
|
|
1,182
|
|
|
—
|
|
|||||
Issuance of common stock for acquisition of First Security Group
|
|
8,790,193
|
|
|
121,305
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
121,305
|
|
|||||
Issuance of common stock in private placement
|
|
1,984,127
|
|
|
24,004
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,004
|
|
|||||
Issuance of common stock for option exercises
|
|
20,707
|
|
|
39
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|||||
Issuance of common stock for long-term incentive plan
|
|
102,758
|
|
|
1,285
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,285
|
|
|||||
Acquisition consideration for acquired awards
|
|
—
|
|
|
2,705
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,705
|
|
|||||
Restricted stock activity
|
|
—
|
|
|
702
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
702
|
|
|||||
Stock-based compensation
|
|
—
|
|
|
1,174
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,174
|
|
|||||
Balance - December 31, 2015
|
|
24,425,546
|
|
|
$
|
286,367
|
|
|
|
$
|
3,141
|
|
|
$
|
(1,516
|
)
|
|
$
|
—
|
|
|
$
|
287,992
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income
|
|
—
|
|
|
—
|
|
|
|
13,395
|
|
|
—
|
|
|
—
|
|
|
13,395
|
|
|||||
Change in unrealized gains (losses) on investment securities available-for-sale, net
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(3,851
|
)
|
|
—
|
|
|
(3,851
|
)
|
|||||
Change in unrealized gains (losses) on cash flow hedges
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(258
|
)
|
|
—
|
|
|
(258
|
)
|
|||||
Total comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
9,286
|
|
||||||||||
Issuance of restricted stock
|
|
89,165
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Issuance of common stock for option exercises
|
|
512,275
|
|
|
3,947
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,947
|
|
|||||
Issuance of common stock for long-term incentive plan
|
|
66,149
|
|
|
884
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
884
|
|
|||||
Restricted stock activity
|
|
—
|
|
|
612
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
612
|
|
|||||
Stock-based compensation
|
|
—
|
|
|
937
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
937
|
|
|||||
Balance - December 31, 2016
|
|
25,093,135
|
|
|
$
|
292,747
|
|
|
|
$
|
16,536
|
|
|
$
|
(5,625
|
)
|
|
$
|
—
|
|
|
$
|
303,658
|
|
|
Year Ended
|
||||||||||
|
December 31,
|
||||||||||
(in thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
13,395
|
|
|
$
|
(1,319
|
)
|
|
$
|
7,516
|
|
Adjustments to reconcile net income to net cash provided by operating activities
|
|
|
|
|
|
||||||
Provision for loan losses
|
3,816
|
|
|
8,035
|
|
|
488
|
|
|||
Depreciation, amortization, and accretion
|
6,017
|
|
|
2,390
|
|
|
2,009
|
|
|||
Amortization of restricted stock compensation
|
612
|
|
|
659
|
|
|
607
|
|
|||
Stock option compensation
|
937
|
|
|
1,175
|
|
|
57
|
|
|||
Deferred income tax expense (benefit)
|
3,322
|
|
|
(680
|
)
|
|
(275
|
)
|
|||
Gain on sales of available-for-sale securities
|
(44
|
)
|
|
(10
|
)
|
|
(59
|
)
|
|||
Gain/loss on sales of premises and equipment, net
|
(52
|
)
|
|
13
|
|
|
—
|
|
|||
Net write downs and losses (gains) on sales of other real estate owned
|
417
|
|
|
(189
|
)
|
|
—
|
|
|||
Net increase in cash value of bank owned life insurance
|
(1,561
|
)
|
|
(1,029
|
)
|
|
(932
|
)
|
|||
Gain on bank owned life insurance
|
(27
|
)
|
|
(1,112
|
)
|
|
—
|
|
|||
Net gains on sale of branches
|
(3,885
|
)
|
|
—
|
|
|
—
|
|
|||
Origination of servicing rights
|
(1,483
|
)
|
|
(1,301
|
)
|
|
(799
|
)
|
|||
Proceeds from sales of SBA loans
|
49,507
|
|
|
41,857
|
|
|
32,130
|
|
|||
Net gains on sale of SBA loans
|
(2,138
|
)
|
|
(1,732
|
)
|
|
(1,400
|
)
|
|||
Proceeds from sales of TriNet loans
|
133,183
|
|
|
60,305
|
|
|
—
|
|
|||
Net gains on sale of TriNet loans
|
(1,095
|
)
|
|
—
|
|
|
—
|
|
|||
Changes in operating assets and liabilities -
|
|
|
|
|
|
||||||
Net change in loans held for sale
|
(71,425
|
)
|
|
(75,848
|
)
|
|
—
|
|
|||
Net (increase) decrease in other assets
|
(7,187
|
)
|
|
(3,074
|
)
|
|
(1,158
|
)
|
|||
Net increase (decrease) in accrued expenses and other liabilities
|
(8,970
|
)
|
|
5,081
|
|
|
2,401
|
|
|||
Net cash provided by (used in) operating activities
|
113,339
|
|
|
33,221
|
|
|
40,585
|
|
|||
INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Activity in securities available-for-sale:
|
|
|
|
|
|
||||||
Prepayments
|
43,063
|
|
|
24,025
|
|
|
17,625
|
|
|||
Maturities and calls
|
27,052
|
|
|
9,734
|
|
|
55
|
|
|||
Sales
|
65,103
|
|
|
23,088
|
|
|
18,813
|
|
|||
Purchases
|
(146,741
|
)
|
|
(72,085
|
)
|
|
(22,312
|
)
|
|||
Net change in loans held for investment
|
(275,721
|
)
|
|
(25,293
|
)
|
|
(252,524
|
)
|
|||
Net cash paid for acquisitions
|
—
|
|
|
(20,377
|
)
|
|
—
|
|
|||
(Purchases) proceeds of Federal Home Loan Bank stock, net
|
(6,019
|
)
|
|
5,966
|
|
|
(1,857
|
)
|
|||
(Purchases) proceeds of Federal Reserve Bank stock, net
|
(3,075
|
)
|
|
(4,061
|
)
|
|
—
|
|
|||
(Purchases) of bank owned life insurance
|
—
|
|
|
—
|
|
|
(4,000
|
)
|
|||
Proceeds from bank owned life insurance benefits
|
36
|
|
|
1,886
|
|
|
—
|
|
|||
Proceeds from sales of other real estate
|
2,002
|
|
|
2,060
|
|
|
—
|
|
|||
Net cash paid for branch divestiture
|
(140,295
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of premises and equipment
|
5,649
|
|
|
837
|
|
|
—
|
|
|||
(Purchases) of premises and equipment
|
(1,109
|
)
|
|
(646
|
)
|
|
(304
|
)
|
|||
Net cash used in investing activities
|
(430,055
|
)
|
|
(54,866
|
)
|
|
(244,504
|
)
|
|
Year Ended
|
||||||||||
|
December 31,
|
||||||||||
(in thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Net change in deposits
|
165,609
|
|
|
186,351
|
|
|
24,692
|
|
|||
Proceeds from Federal Home Loan Bank advances
|
1,490,000
|
|
|
638,000
|
|
|
605,000
|
|
|||
Repayments of Federal Home Loan Bank advances
|
(1,380,000
|
)
|
|
(767,407
|
)
|
|
(556,320
|
)
|
|||
Issuance of subordinated debentures
|
—
|
|
|
50,000
|
|
|
—
|
|
|||
Proceeds from exercise of stock options
|
3,947
|
|
|
39
|
|
|
—
|
|
|||
Net proceeds from issuance of common stock, net of offering costs
|
—
|
|
|
24,004
|
|
|
—
|
|
|||
Acquisition of treasury stock
|
—
|
|
|
(707
|
)
|
|
(361
|
)
|
|||
Net cash provided by financing activities
|
279,556
|
|
|
130,280
|
|
|
73,011
|
|
|||
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
(37,160
|
)
|
|
108,635
|
|
|
(130,908
|
)
|
|||
CASH AND CASH EQUIVALENTS – beginning of period
|
202,885
|
|
|
94,250
|
|
|
225,158
|
|
|||
CASH AND CASH EQUIVALENTS – end of period
|
$
|
165,725
|
|
|
$
|
202,885
|
|
|
$
|
94,250
|
|
|
|
|
|
|
|
||||||
|
Year Ended
|
||||||||||
|
December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
SUPPLEMENTAL SCHEDULE OF CASH FLOWS
|
|
|
|
|
|
||||||
Cash paid during the year for:
|
|
|
|
|
|
||||||
Interest
|
$
|
11,598
|
|
|
$
|
3,532
|
|
|
$
|
3,427
|
|
Income taxes
|
$
|
3,974
|
|
|
$
|
5,927
|
|
|
$
|
3,163
|
|
Assets acquired in business combinations
|
$
|
—
|
|
|
$
|
1,244,541
|
|
|
$
|
—
|
|
Liabilities assumed in business combinations
|
$
|
—
|
|
|
$
|
1,076,138
|
|
|
$
|
—
|
|
Issuance of common stock in acquisitions
|
$
|
—
|
|
|
$
|
121,305
|
|
|
$
|
—
|
|
(in thousands)
|
|
Total Purchase Price Consideration
|
||
|
|
|
||
Aggregate Cash Consideration
|
|
$
|
47,098
|
|
Aggregate Stock Consideration
|
|
121,305
|
|
|
Consideration associated with converted stock awards
|
|
2,705
|
|
|
Total Purchase Price Consideration
|
|
$
|
171,108
|
|
(in thousands)
|
|
October 31, 2015
|
||
|
|
|
||
Contractually required principal and interest
|
|
$
|
31,856
|
|
Non-accretable difference
|
|
(4,550
|
)
|
|
Cash flows expected to be collected
|
|
27,306
|
|
|
Accretable yield
|
|
(2,566
|
)
|
|
Total purchased credit-impaired loans acquired
|
|
$
|
24,740
|
|
(in thousands)
|
|
|
|
|
|
|
|
Gross Amounts not Offset in the Balance Sheet
|
|
|
||||||||||||||
December 31, 2016
|
|
Gross Amounts of Recognized Assets
|
|
Gross Amounts Offset on the Balance Sheet
|
|
Net Asset Balance
|
|
Financial Instruments
|
|
Cash Collateral Received
|
|
Net Amount
|
||||||||||||
Reverse repurchase agreements
|
|
$
|
10,896
|
|
|
$
|
—
|
|
|
$
|
10,896
|
|
|
$
|
(10,896
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivatives
|
|
4,310
|
|
|
—
|
|
|
4,310
|
|
|
—
|
|
|
—
|
|
|
4,310
|
|
||||||
Total
|
|
$
|
15,206
|
|
|
$
|
—
|
|
|
$
|
15,206
|
|
|
$
|
(10,896
|
)
|
|
$
|
—
|
|
|
$
|
4,310
|
|
|
|
|
|
|
|
|
|
Gross Amounts not Offset in the Balance Sheet
|
|
|
||||||||||||||
|
|
Gross Amounts of Recognized Liabilities
|
|
Gross Amounts Offset on the Balance Sheet
|
|
Net Liability Balance
|
|
Financial Instruments
|
|
Cash Collateral Pledged
|
|
Net Amount
|
||||||||||||
Repurchase agreements
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivatives
|
|
4,131
|
|
|
—
|
|
|
4,131
|
|
|
(1,818
|
)
|
|
(2,313
|
)
|
|
—
|
|
||||||
Total
|
|
$
|
4,131
|
|
|
$
|
—
|
|
|
$
|
4,131
|
|
|
$
|
(1,818
|
)
|
|
$
|
(2,313
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
Gross Amounts not Offset in the Balance Sheet
|
|
|
||||||||||||||
December 31, 2015
|
|
Gross Amounts of Recognized Assets
|
|
Gross Amounts Offset on the Balance Sheet
|
|
Net Asset Balance
|
|
Financial Instruments
|
|
Cash Collateral Received
|
|
Net Amount
|
||||||||||||
Reverse repurchase agreements
|
|
$
|
13,666
|
|
|
$
|
—
|
|
|
$
|
13,666
|
|
|
$
|
(13,666
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivatives
|
|
6,554
|
|
|
—
|
|
|
6,554
|
|
|
—
|
|
|
—
|
|
|
6,554
|
|
||||||
Total
|
|
$
|
20,220
|
|
|
$
|
—
|
|
|
$
|
20,220
|
|
|
$
|
(13,666
|
)
|
|
$
|
—
|
|
|
$
|
6,554
|
|
|
|
|
|
|
|
|
|
Gross Amounts not Offset in the Balance Sheet
|
|
|
||||||||||||||
|
|
Gross Amounts of Recognized Liabilities
|
|
Gross Amounts Offset on the Balance Sheet
|
|
Net Liability Balance
|
|
Financial Instruments
|
|
Cash Collateral Pledged
|
|
Net Amount
|
||||||||||||
Repurchase agreements
|
|
$
|
11,931
|
|
|
$
|
—
|
|
|
$
|
11,931
|
|
|
$
|
(11,931
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivatives
|
|
6,163
|
|
|
—
|
|
|
6,163
|
|
|
(2,923
|
)
|
|
(3,240
|
)
|
|
—
|
|
||||||
Total
|
|
$
|
18,094
|
|
|
$
|
—
|
|
|
$
|
18,094
|
|
|
$
|
(14,854
|
)
|
|
$
|
(3,240
|
)
|
|
$
|
—
|
|
Available-for-sale
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
|
|
(in thousands)
|
||||||||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
||||||||
Debt securities—
|
|
|
|
|
|
|
|
|
||||||||
U.S. Treasuries
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. Government agencies
|
|
21,485
|
|
|
24
|
|
|
(357
|
)
|
|
21,152
|
|
||||
U.S. states and political divisions
|
|
96,908
|
|
|
141
|
|
|
(6,877
|
)
|
|
90,172
|
|
||||
Trust preferred securities
|
|
4,727
|
|
|
—
|
|
|
(202
|
)
|
|
4,525
|
|
||||
Corporate debt securities
|
|
19,928
|
|
|
72
|
|
|
(769
|
)
|
|
19,231
|
|
||||
Residential mortgage-backed securities-agency
|
|
214,297
|
|
|
2,689
|
|
|
(4,361
|
)
|
|
212,625
|
|
||||
Total
|
|
$
|
357,345
|
|
|
$
|
2,926
|
|
|
$
|
(12,566
|
)
|
|
$
|
347,705
|
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2015
|
|
|
|
|
|
|
|
|
||||||||
Debt securities—
|
|
|
|
|
|
|
|
|
||||||||
U.S. Treasuries
|
|
$
|
4,952
|
|
|
$
|
3
|
|
|
$
|
(33
|
)
|
|
$
|
4,922
|
|
U.S. Government agencies
|
|
65,373
|
|
|
249
|
|
|
(770
|
)
|
|
64,852
|
|
||||
U.S. states and political divisions
|
|
27,751
|
|
|
301
|
|
|
(262
|
)
|
|
27,790
|
|
||||
Trust preferred securities
|
|
4,732
|
|
|
—
|
|
|
(457
|
)
|
|
4,275
|
|
||||
Corporate debt securities
|
|
20,653
|
|
|
52
|
|
|
(188
|
)
|
|
20,517
|
|
||||
Residential mortgage-backed securities-agency
|
|
226,142
|
|
|
1,019
|
|
|
(3,296
|
)
|
|
223,865
|
|
||||
Total
|
|
$
|
349,603
|
|
|
$
|
1,624
|
|
|
$
|
(5,006
|
)
|
|
$
|
346,221
|
|
|
Available-For-Sale
|
||||||
|
Amortized
Cost
|
|
Fair
Value
|
||||
|
(in thousands)
|
||||||
Within 1 year
|
$
|
5,248
|
|
|
$
|
5,268
|
|
Over 1 year through 5 years
|
16,797
|
|
|
16,495
|
|
||
5 years to 10 years
|
37,384
|
|
|
36,396
|
|
||
Over 10 years
|
83,619
|
|
|
76,921
|
|
||
|
143,048
|
|
|
135,080
|
|
||
Mortgage-backed residential securities
|
214,297
|
|
|
212,625
|
|
||
Total
|
$
|
357,345
|
|
|
$
|
347,705
|
|
|
|
Less than 12 months
|
|
12 months or greater
|
|
Totals
|
||||||||||||||||||
Available-For-Sale
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Treasuries
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. Government agencies
|
|
12,250
|
|
|
(263
|
)
|
|
2,881
|
|
|
(94
|
)
|
|
15,131
|
|
|
(357
|
)
|
||||||
U.S. states and political divisions
|
|
87,511
|
|
|
(6,877
|
)
|
|
—
|
|
|
—
|
|
|
87,511
|
|
|
(6,877
|
)
|
||||||
Trust preferred securities
|
|
—
|
|
|
—
|
|
|
4,525
|
|
|
(202
|
)
|
|
4,525
|
|
|
(202
|
)
|
||||||
Corporate debt securities
|
|
7,886
|
|
|
(769
|
)
|
|
—
|
|
|
—
|
|
|
7,886
|
|
|
(769
|
)
|
||||||
Residential mortgage-backed securities
|
|
151,406
|
|
|
(3,231
|
)
|
|
32,550
|
|
|
(1,130
|
)
|
|
183,956
|
|
|
(4,361
|
)
|
||||||
Totals
|
|
$
|
259,053
|
|
|
$
|
(11,140
|
)
|
|
$
|
39,956
|
|
|
$
|
(1,426
|
)
|
|
$
|
299,009
|
|
|
$
|
(12,566
|
)
|
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Treasuries
|
|
$
|
—
|
|
|
$
|
(33
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(33
|
)
|
U.S. Government agencies
|
|
24,380
|
|
|
(526
|
)
|
|
22,218
|
|
|
(244
|
)
|
|
46,598
|
|
|
(770
|
)
|
||||||
U.S. states and political divisions
|
|
11,280
|
|
|
(249
|
)
|
|
2,248
|
|
|
(13
|
)
|
|
13,528
|
|
|
(262
|
)
|
||||||
Trust preferred securities
|
|
—
|
|
|
—
|
|
|
4,275
|
|
|
(457
|
)
|
|
4,275
|
|
|
(457
|
)
|
||||||
Corporate debt securities
|
|
15,168
|
|
|
(188
|
)
|
|
—
|
|
|
—
|
|
|
15,168
|
|
|
(188
|
)
|
||||||
Residential mortgage-backed securities
|
|
143,611
|
|
|
(2,634
|
)
|
|
40,152
|
|
|
(662
|
)
|
|
183,763
|
|
|
(3,296
|
)
|
||||||
Totals
|
|
$
|
194,439
|
|
|
$
|
(3,630
|
)
|
|
$
|
68,893
|
|
|
$
|
(1,376
|
)
|
|
$
|
263,332
|
|
|
$
|
(5,006
|
)
|
|
|
|
Twelve Months Ended December 31,
|
||||||
|
|
|
2016
|
|
2015
|
||||
|
|
|
|
|
|
||||
Proceeds from sales
|
|
|
$
|
65,103
|
|
|
$
|
23,088
|
|
|
|
|
|
|
|
||||
Gross realized gains
|
|
|
$
|
449
|
|
|
$
|
10
|
|
Gross realized losses
|
|
|
(405
|
)
|
|
—
|
|
||
Net gains on sales of securities
|
|
|
$
|
44
|
|
|
$
|
10
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
|
(in thousands)
|
||||||
Loans held for sale
|
|
|
|
||||
TriNet loans held for sale
|
$
|
—
|
|
|
$
|
58,934
|
|
Branch loans held for sale
|
30,917
|
|
|
35,470
|
|
||
Other loans held for sale
|
4,302
|
|
|
1,061
|
|
||
Total loans held for sale
|
$
|
35,219
|
|
|
$
|
95,465
|
|
|
|
|
|
||||
Loans held for investment
|
|
|
|
||||
Commercial loans:
|
|
|
|
||||
Commercial and industrial
|
$
|
531,061
|
|
|
$
|
467,083
|
|
Commercial real estate
|
858,778
|
|
|
846,413
|
|
||
Construction and land
|
219,352
|
|
|
166,358
|
|
||
Mortgage warehouse loans
|
147,519
|
|
|
84,350
|
|
||
Total commercial loans
|
1,756,710
|
|
|
1,564,204
|
|
||
Residential:
|
|
|
|
||||
Residential mortgages
|
101,921
|
|
|
110,381
|
|
||
Home equity
|
77,358
|
|
|
80,738
|
|
||
Total residential loans
|
179,279
|
|
|
191,119
|
|
||
Consumer
|
27,338
|
|
|
30,451
|
|
||
Other
|
21,565
|
|
|
6,901
|
|
||
Total loans
|
1,984,892
|
|
|
1,792,675
|
|
||
Less net deferred fees and other unearned income
|
(3,562
|
)
|
|
(2,006
|
)
|
||
Less allowance for loan losses
|
(20,595
|
)
|
|
(18,905
|
)
|
||
Loans held for investment, net
|
$
|
1,960,735
|
|
|
$
|
1,771,764
|
|
|
|
Year Ended
|
|
Year Ended
|
||||
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
|
|
(in thousands)
|
||||||
Balance at beginning of period
|
|
$
|
2,369
|
|
|
$
|
—
|
|
Additions due to acquisitions
|
|
—
|
|
|
2,566
|
|
||
Accretion
|
|
(1,410
|
)
|
|
(197
|
)
|
||
Reclassification of nonaccretable discount due to improvement in expected cash flows
|
|
2,412
|
|
|
—
|
|
||
Other changes, net
|
|
96
|
|
|
—
|
|
||
Balance at end of period
|
|
$
|
3,467
|
|
|
$
|
2,369
|
|
|
|
2016
|
|
2015
|
||||||||||||||||||||||||||||
Twelve months ended December 31,
|
|
Commercial
|
|
Residential
|
|
Consumer
|
|
Total
|
|
Commercial
|
|
Residential
|
|
Consumer
|
|
Total
|
||||||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Beginning balance
|
|
$
|
16,537
|
|
|
$
|
1,981
|
|
|
$
|
387
|
|
|
$
|
18,905
|
|
|
$
|
10,967
|
|
|
$
|
347
|
|
|
$
|
107
|
|
|
$
|
11,421
|
|
Provision for loan losses
|
|
4,017
|
|
|
(536
|
)
|
|
335
|
|
|
3,816
|
|
|
6,041
|
|
|
1,634
|
|
|
360
|
|
|
8,035
|
|
||||||||
Loans charged-off
|
|
(1,873
|
)
|
|
(34
|
)
|
|
(407
|
)
|
|
(2,314
|
)
|
|
(500
|
)
|
|
—
|
|
|
(128
|
)
|
|
(628
|
)
|
||||||||
Recoveries
|
|
36
|
|
|
7
|
|
|
145
|
|
|
188
|
|
|
29
|
|
|
—
|
|
|
48
|
|
|
77
|
|
||||||||
Total ending allowance balance
|
|
$
|
18,717
|
|
|
$
|
1,418
|
|
|
$
|
460
|
|
|
$
|
20,595
|
|
|
$
|
16,537
|
|
|
$
|
1,981
|
|
|
$
|
387
|
|
|
$
|
18,905
|
|
December 31, 2016
|
|
Commercial
|
|
Residential
|
|
Consumer
|
|
Total
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
||||||||
Ending allowance balance attributable to loans
|
|
|
|
|
|
|
|
|
||||||||
Individually evaluated for impairment
|
|
$
|
2,626
|
|
|
$
|
58
|
|
|
$
|
—
|
|
|
$
|
2,684
|
|
Collectively evaluated for impairment
|
|
16,018
|
|
|
1,360
|
|
|
459
|
|
|
17,837
|
|
||||
PCI
|
|
73
|
|
|
—
|
|
|
1
|
|
|
74
|
|
||||
Total ending allowance balance
|
|
$
|
18,717
|
|
|
$
|
1,418
|
|
|
$
|
460
|
|
|
$
|
20,595
|
|
|
|
|
|
|
|
|
|
|
||||||||
Loans:
|
|
|
|
|
|
|
|
|
||||||||
Loans individually evaluated for impairment
|
|
$
|
13,687
|
|
|
$
|
398
|
|
|
$
|
—
|
|
|
$
|
14,085
|
|
Loans collectively evaluated for impairment
|
|
1,732,324
|
|
|
174,338
|
|
|
48,892
|
|
|
1,955,554
|
|
||||
PCI
|
|
10,699
|
|
|
4,543
|
|
|
11
|
|
|
15,253
|
|
||||
Total ending loans balance
|
|
$
|
1,756,710
|
|
|
$
|
179,279
|
|
|
$
|
48,903
|
|
|
$
|
1,984,892
|
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2015
|
|
Commercial
|
|
Residential
|
|
Consumer
|
|
Total
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
||||||||
Ending allowance balance attributable to loans
|
|
|
|
|
|
|
|
|
||||||||
Individually evaluated for impairment
|
|
$
|
1,619
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,619
|
|
Collectively evaluated for impairment
|
|
14,918
|
|
|
1,981
|
|
|
387
|
|
|
17,286
|
|
||||
PCI
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total ending allowance balance
|
|
$
|
16,537
|
|
|
$
|
1,981
|
|
|
$
|
387
|
|
|
$
|
18,905
|
|
|
|
|
|
|
|
|
|
|
||||||||
Loans:
|
|
|
|
|
|
|
|
|
||||||||
Loans individually evaluated for impairment
|
|
$
|
12,049
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,049
|
|
Loans collectively evaluated for impairment
|
|
1,534,507
|
|
|
184,447
|
|
|
37,323
|
|
|
1,756,277
|
|
||||
PCI
|
|
17,648
|
|
|
6,672
|
|
|
29
|
|
|
24,349
|
|
||||
Total ending loans balance
|
|
$
|
1,564,204
|
|
|
$
|
191,119
|
|
|
$
|
37,352
|
|
|
$
|
1,792,675
|
|
|
For the Year Ended
|
||||||||||||||||||||||||||||||||||||||
|
2016
|
|
2015
|
||||||||||||||||||||||||||||||||||||
|
Unpaid
Principal
Balance
|
|
Recorded
Investment
|
|
Related
Allowance
|
|
Average Balance of Recorded Investment While Impaired
|
|
Interest Income Recognized During Impairment
|
|
Unpaid
Principal
Balance
|
|
Recorded
Investment
|
|
Related
Allowance
|
|
Average Balance of Recorded Investment While Impaired
|
|
Interest Income Recognized During Impairment
|
||||||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||||||||||||||
Impaired loans with no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Commercial and industrial
|
$
|
2,593
|
|
|
$
|
2,295
|
|
|
$
|
—
|
|
|
$
|
2,861
|
|
|
$
|
136
|
|
|
$
|
2,706
|
|
|
$
|
2,706
|
|
|
$
|
—
|
|
|
$
|
2,706
|
|
|
$
|
—
|
|
Commercial real estate
|
24
|
|
|
24
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
1,659
|
|
|
1,659
|
|
|
—
|
|
|
1,659
|
|
|
55
|
|
||||||||||
Construction and land
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Residential mortgages
|
177
|
|
|
177
|
|
|
—
|
|
|
179
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Home equity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Mortgage warehouse
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Consumer
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Total
|
$
|
2,794
|
|
|
$
|
2,496
|
|
|
$
|
—
|
|
|
$
|
3,064
|
|
|
$
|
138
|
|
|
$
|
4,365
|
|
|
$
|
4,365
|
|
|
$
|
—
|
|
|
$
|
4,365
|
|
|
$
|
55
|
|
Impaired loans with an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Commercial and industrial
|
$
|
8,735
|
|
|
$
|
8,735
|
|
|
$
|
2,437
|
|
|
$
|
8,795
|
|
|
$
|
57
|
|
|
$
|
3,235
|
|
|
$
|
3,235
|
|
|
$
|
1,456
|
|
|
$
|
3,235
|
|
|
$
|
—
|
|
Commercial real estate
|
2,633
|
|
|
2,633
|
|
|
189
|
|
|
1,871
|
|
|
32
|
|
|
4,949
|
|
|
4,449
|
|
|
163
|
|
|
4,907
|
|
|
135
|
|
||||||||||
Construction and land
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Residential mortgages
|
221
|
|
|
221
|
|
|
58
|
|
|
223
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Home equity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Mortgage warehouse
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Consumer
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Total
|
$
|
11,589
|
|
|
$
|
11,589
|
|
|
$
|
2,684
|
|
|
$
|
10,889
|
|
|
$
|
93
|
|
|
$
|
8,184
|
|
|
$
|
7,684
|
|
|
$
|
1,619
|
|
|
$
|
8,142
|
|
|
$
|
135
|
|
Total impaired loans
|
$
|
14,383
|
|
|
$
|
14,085
|
|
|
$
|
2,684
|
|
|
$
|
13,953
|
|
|
$
|
231
|
|
|
$
|
12,549
|
|
|
$
|
12,049
|
|
|
$
|
1,619
|
|
|
$
|
12,507
|
|
|
$
|
190
|
|
|
Number of Loans
|
|
Pre-Modification Outstanding Recorded Investment
|
|
Post-Modification Outstanding Recorded Investment
|
||||
|
|
|
(in thousands)
|
||||||
December 31, 2016
|
|
|
|
|
|
||||
Commercial and industrial
|
1
|
|
$
|
4,143
|
|
|
$
|
4,143
|
|
Commercial real estate
|
2
|
|
614
|
|
|
614
|
|
||
Total
|
3
|
|
$
|
4,757
|
|
|
$
|
4,757
|
|
|
|
|
|
|
|
||||
December 31, 2015
|
|
|
|
|
|
||||
Commercial and industrial
|
1
|
|
$
|
2,706
|
|
|
$
|
2,706
|
|
Total
|
1
|
|
$
|
2,706
|
|
|
$
|
2,706
|
|
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Balance at January 1,
|
$
|
3,470
|
|
|
$
|
8,530
|
|
Additions
|
8,740
|
|
|
6,423
|
|
||
Repayments
|
(9,415
|
)
|
|
(7,062
|
)
|
||
Transactions due to changes in related party
|
—
|
|
|
(4,421
|
)
|
||
Balance at December 31,
|
$
|
2,795
|
|
|
$
|
3,470
|
|
|
Pass
|
|
Special Mention
|
|
Substandard Accruing
|
|
Substandard Nonaccruing
|
|
Doubtful Nonaccruing
|
|
Total
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
$
|
494,617
|
|
|
$
|
3,160
|
|
|
$
|
26,399
|
|
|
$
|
3
|
|
|
$
|
471
|
|
|
$
|
524,650
|
|
Commercial real estate
|
843,924
|
|
|
5,513
|
|
|
5,571
|
|
|
—
|
|
|
—
|
|
|
855,008
|
|
||||||
Construction and land
|
213,981
|
|
|
4,789
|
|
|
64
|
|
|
—
|
|
|
—
|
|
|
218,834
|
|
||||||
Residential mortgages
|
97,660
|
|
|
586
|
|
|
747
|
|
|
147
|
|
|
—
|
|
|
99,140
|
|
||||||
Home equity
|
75,031
|
|
|
168
|
|
|
397
|
|
|
—
|
|
|
—
|
|
|
75,596
|
|
||||||
Mortgage warehouse
|
147,519
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
147,519
|
|
||||||
Consumer/Other
|
48,680
|
|
|
190
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
48,892
|
|
||||||
Total loans, excluding PCI loans
|
$
|
1,921,412
|
|
|
$
|
14,406
|
|
|
$
|
33,200
|
|
|
$
|
150
|
|
|
$
|
471
|
|
|
$
|
1,969,639
|
|
Commercial and industrial
|
$
|
4,650
|
|
|
$
|
299
|
|
|
$
|
614
|
|
|
$
|
—
|
|
|
$
|
848
|
|
|
$
|
6,411
|
|
Commercial real estate
|
477
|
|
|
240
|
|
|
2,716
|
|
|
—
|
|
|
337
|
|
|
3,770
|
|
||||||
Construction and land
|
229
|
|
|
8
|
|
|
281
|
|
|
—
|
|
|
—
|
|
|
518
|
|
||||||
Residential mortgages
|
59
|
|
|
1,232
|
|
|
1,016
|
|
|
—
|
|
|
474
|
|
|
2,781
|
|
||||||
Home equity
|
364
|
|
|
834
|
|
|
564
|
|
|
—
|
|
|
—
|
|
|
1,762
|
|
||||||
Mortgage warehouse
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Consumer/Other
|
1
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
11
|
|
||||||
Total PCI loans
|
$
|
5,780
|
|
|
$
|
2,613
|
|
|
$
|
5,201
|
|
|
$
|
—
|
|
|
$
|
1,659
|
|
|
$
|
15,253
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pass
|
|
Special Mention
|
|
Substandard Accruing
|
|
Substandard Nonaccruing
|
|
Doubtful Nonaccruing
|
|
Total
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
$
|
450,523
|
|
|
$
|
2,507
|
|
|
$
|
2,707
|
|
|
$
|
3,235
|
|
|
$
|
—
|
|
|
$
|
458,972
|
|
Commercial real estate
|
826,339
|
|
|
5,411
|
|
|
1,659
|
|
|
4,449
|
|
|
—
|
|
|
837,858
|
|
||||||
Construction and land
|
161,226
|
|
|
4,150
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
165,376
|
|
||||||
Residential mortgages
|
105,948
|
|
|
—
|
|
|
200
|
|
|
—
|
|
|
—
|
|
|
106,148
|
|
||||||
Home equity
|
78,189
|
|
|
—
|
|
|
110
|
|
|
—
|
|
|
—
|
|
|
78,299
|
|
||||||
Mortgage warehouse
|
84,350
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
84,350
|
|
||||||
Consumer/Other
|
37,312
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37,323
|
|
||||||
Total loans, excluding PCI loans
|
$
|
1,743,887
|
|
|
$
|
12,079
|
|
|
$
|
4,676
|
|
|
$
|
7,684
|
|
|
$
|
—
|
|
|
$
|
1,768,326
|
|
Commercial and industrial
|
$
|
—
|
|
|
$
|
5,142
|
|
|
$
|
2,786
|
|
|
$
|
183
|
|
|
$
|
—
|
|
|
$
|
8,111
|
|
Commercial real estate
|
1,063
|
|
|
850
|
|
|
5,465
|
|
|
1,177
|
|
|
—
|
|
|
8,555
|
|
||||||
Construction and land
|
27
|
|
|
354
|
|
|
601
|
|
|
—
|
|
|
—
|
|
|
982
|
|
||||||
Residential mortgages
|
—
|
|
|
1,929
|
|
|
2,053
|
|
|
251
|
|
|
—
|
|
|
4,233
|
|
||||||
Home equity
|
—
|
|
|
1,606
|
|
|
492
|
|
|
341
|
|
|
—
|
|
|
2,439
|
|
||||||
Mortgage warehouse
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Consumer/Other
|
—
|
|
|
15
|
|
|
13
|
|
|
1
|
|
|
—
|
|
|
29
|
|
||||||
Total PCI loans
|
$
|
1,090
|
|
|
$
|
9,896
|
|
|
$
|
11,410
|
|
|
$
|
1,953
|
|
|
$
|
—
|
|
|
$
|
24,349
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2016
|
||||||||||||||||||||||
|
Accruing Current
|
|
30-89
Days
Past Due
|
|
Accruing
90+ Days
Past Due
|
|
Nonaccruing
|
|
PCI Loans
|
|
Total
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Loans by Classification
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
$
|
520,908
|
|
|
$
|
3,079
|
|
|
$
|
189
|
|
|
$
|
474
|
|
|
$
|
6,411
|
|
|
$
|
531,061
|
|
Commercial real estate
|
852,626
|
|
|
2,382
|
|
|
—
|
|
|
—
|
|
|
3,770
|
|
|
858,778
|
|
||||||
Construction and land
|
218,290
|
|
|
544
|
|
|
—
|
|
|
—
|
|
|
518
|
|
|
219,352
|
|
||||||
Residential mortgages
|
97,901
|
|
|
664
|
|
|
428
|
|
|
147
|
|
|
2,781
|
|
|
101,921
|
|
||||||
Home equity
|
74,420
|
|
|
884
|
|
|
292
|
|
|
—
|
|
|
1,762
|
|
|
77,358
|
|
||||||
Mortgage warehouse
|
147,519
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
147,519
|
|
||||||
Consumer
|
48,558
|
|
|
249
|
|
|
85
|
|
|
—
|
|
|
11
|
|
|
48,903
|
|
||||||
Total Loans
|
$
|
1,960,222
|
|
|
$
|
7,802
|
|
|
$
|
994
|
|
|
$
|
621
|
|
|
$
|
15,253
|
|
|
$
|
1,984,892
|
|
|
As of December 31, 2015
|
||||||||||||||||||||||
|
Accruing Current
|
|
30-89
Days
Past Due
|
|
Accruing
90+ Days
Past Due
|
|
Nonaccruing
|
|
PCI Loans
|
|
Total
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Loans by Classification
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
$
|
455,647
|
|
|
$
|
—
|
|
|
$
|
90
|
|
|
$
|
3,235
|
|
|
$
|
8,111
|
|
|
$
|
467,083
|
|
Commercial real estate
|
832,845
|
|
|
—
|
|
|
564
|
|
|
4,449
|
|
|
8,555
|
|
|
846,413
|
|
||||||
Construction and land
|
165,376
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
982
|
|
|
166,358
|
|
||||||
Residential mortgages
|
106,042
|
|
|
106
|
|
|
—
|
|
|
—
|
|
|
4,233
|
|
|
110,381
|
|
||||||
Home equity
|
78,299
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,439
|
|
|
80,738
|
|
||||||
Mortgage warehouse
|
84,350
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
84,350
|
|
||||||
Consumer
|
37,082
|
|
|
30
|
|
|
123
|
|
|
88
|
|
|
29
|
|
|
37,352
|
|
||||||
Total Loans
|
$
|
1,759,641
|
|
|
$
|
136
|
|
|
$
|
777
|
|
|
$
|
7,772
|
|
|
$
|
24,349
|
|
|
$
|
1,792,675
|
|
|
|
As of December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(in thousands)
|
||||||
Land and improvements
|
|
$
|
2,036
|
|
|
$
|
4,128
|
|
Buildings and improvements
|
|
7,704
|
|
|
12,721
|
|
||
Leasehold improvements
|
|
3,730
|
|
|
3,272
|
|
||
Equipment and furniture
|
|
10,016
|
|
|
10,085
|
|
||
Projects in process
|
|
518
|
|
|
46
|
|
||
Premises and equipment-gross
|
|
24,004
|
|
|
30,252
|
|
||
Accumulated depreciation
|
|
(12,046
|
)
|
|
(7,107
|
)
|
||
Premises and equipment-net
|
|
$
|
11,958
|
|
|
$
|
23,145
|
|
|
December 31, 2016
|
||
|
(in thousands)
|
||
2017
|
$
|
2,155
|
|
2018
|
1,357
|
|
|
2019
|
896
|
|
|
2020
|
913
|
|
|
2021
|
939
|
|
|
Thereafter
|
2,370
|
|
|
Total
|
$
|
8,630
|
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(in thousands)
|
||||||
Core deposit intangible
|
|
$
|
9,544
|
|
|
$
|
9,544
|
|
Less: accumulated amortization
|
|
(2,971
|
)
|
|
(526
|
)
|
||
Less: impairment related to divested branches
|
|
(1,949
|
)
|
|
—
|
|
||
Core deposit intangible, net
|
|
4,624
|
|
|
9,018
|
|
||
Servicing assets, net
|
|
3,184
|
|
|
2,862
|
|
||
Total intangibles subject to amortization, net
|
|
7,808
|
|
|
11,880
|
|
||
Goodwill
|
|
21,759
|
|
|
23,352
|
|
||
Total goodwill and other intangible assets, net
|
|
$
|
29,567
|
|
|
$
|
35,232
|
|
|
|
Goodwill
|
|
Core Deposit Intangible
|
|
Total
|
||||||
|
|
(in thousands)
|
||||||||||
Balance at December 31, 2014
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Acquisitions
|
|
23,352
|
|
|
9,544
|
|
|
32,896
|
|
|||
Amortization
|
|
—
|
|
|
(526
|
)
|
|
(526
|
)
|
|||
Balance at December 31, 2015
|
|
23,352
|
|
|
9,018
|
|
|
32,370
|
|
|||
Amortization
|
|
—
|
|
|
(2,445
|
)
|
|
(2,445
|
)
|
|||
Impairment, due to branch divestiture
|
|
—
|
|
|
(1,949
|
)
|
|
(1,949
|
)
|
|||
Measurement period adjustments
|
|
(1,593
|
)
|
|
—
|
|
|
(1,593
|
)
|
|||
Balance at December 31, 2016
|
|
$
|
21,759
|
|
|
$
|
4,624
|
|
|
$
|
26,383
|
|
Year
|
|
Core Deposit Intangible Amortization
|
||
|
|
(in thousands)
|
||
2017
|
|
$
|
1,729
|
|
2018
|
|
1,326
|
|
|
2019
|
|
923
|
|
|
2020
|
|
520
|
|
|
2021
|
|
126
|
|
|
Thereafter
|
|
—
|
|
|
Total
|
|
$
|
4,624
|
|
SBA Loan Servicing Rights
|
|
Twelve months ended December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(in thousands)
|
||||||
Beginning carrying value, net
|
|
$
|
1,687
|
|
|
$
|
782
|
|
Acquired from First Security
|
|
—
|
|
|
152
|
|
||
Additions
|
|
1,077
|
|
|
939
|
|
||
Amortization
|
|
(405
|
)
|
|
(186
|
)
|
||
Ending carrying value
|
|
$
|
2,359
|
|
|
$
|
1,687
|
|
Sensitivity of the SBA Servicing Asset
|
|
December 31, 2016
|
|
||
|
|
(dollars in thousands)
|
|
||
Fair value of retained servicing assets
|
|
$
|
2,474
|
|
|
Weighted average life
|
|
6.52 years
|
|
|
|
Prepayment speed:
|
|
7.67
|
|
%
|
|
Decline in fair value due to a 10% adverse change
|
|
$
|
(89
|
)
|
|
Decline in fair value due to a 20% adverse change
|
|
$
|
(151
|
)
|
|
Weighted average discount rate
|
|
12.27
|
|
%
|
|
Decline in fair value due to a 100 bps adverse change
|
|
$
|
(97
|
)
|
|
Decline in fair value due to a 200 bps adverse change
|
|
$
|
(168
|
)
|
|
TriNet Servicing Rights
|
|
Twelve months ended December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(in thousands)
|
||||||
Beginning carrying value, net
|
|
$
|
1,175
|
|
|
$
|
—
|
|
Acquired from First Security
|
|
—
|
|
|
838
|
|
||
Additions
|
|
406
|
|
|
362
|
|
||
Amortization
|
|
(205
|
)
|
|
(25
|
)
|
||
Impairment
|
|
(551
|
)
|
|
—
|
|
||
Ending carrying value
|
|
$
|
825
|
|
|
$
|
1,175
|
|
Sensitivity of the TriNet Servicing Rights
|
|
December 31, 2016
|
|
||
|
|
(dollars in thousands)
|
|
||
Fair value of retained servicing assets
|
|
$
|
840
|
|
|
Weighted average life
|
|
8.47 years
|
|
|
|
Prepayment speed:
|
|
5.00
|
|
%
|
|
Decline in fair value due to a 10% adverse change
|
|
$
|
(12
|
)
|
|
Decline in fair value due to a 20% adverse change
|
|
$
|
(24
|
)
|
|
Weighted average discount rate
|
|
8.00
|
|
%
|
|
Decline in fair value due to a 100 bps adverse change
|
|
$
|
(25
|
)
|
|
Decline in fair value due to a 200 bps adverse change
|
|
$
|
(49
|
)
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Non-interest bearing demand deposits
|
$
|
643,471
|
|
|
$
|
544,561
|
|
Interest-bearing demand deposits
|
264,062
|
|
|
232,868
|
|
||
Savings and money market deposits
|
940,425
|
|
|
904,363
|
|
||
Time deposits less than $250,000
|
137,299
|
|
|
154,687
|
|
||
Time deposits $250,000 or greater
|
20,511
|
|
|
28,519
|
|
||
Brokered deposits
|
200,223
|
|
|
183,810
|
|
||
Total Deposits
|
$
|
2,205,991
|
|
|
$
|
2,048,808
|
|
|
|
|
|
||||
Deposits to be assumed in branch sales
|
$
|
31,589
|
|
|
$
|
213,410
|
|
|
|
Time
|
|
Brokered
|
||||
|
|
(in thousands)
|
||||||
2017
|
|
$
|
91,712
|
|
|
$
|
184,766
|
|
2018
|
|
21,661
|
|
|
10,359
|
|
||
2019
|
|
26,073
|
|
|
2,527
|
|
||
2020
|
|
9,461
|
|
|
2,571
|
|
||
2021
|
|
8,862
|
|
|
—
|
|
||
Thereafter
|
|
41
|
|
|
—
|
|
||
Total
|
|
$
|
157,810
|
|
|
$
|
200,223
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||
|
Balance
|
|
Interest Rate
|
|
Balance
|
|
Interest Rate
|
||||||
|
(in thousands)
|
||||||||||||
FHLB short-term borrowings:
|
|
|
|
|
|
|
|
||||||
Fixed rate advance maturing January 17, 2017
|
40,000
|
|
|
0.64
|
%
|
|
—
|
|
|
—
|
%
|
||
Fixed rate advance maturing January 24, 2017
|
40,000
|
|
|
0.61
|
%
|
|
—
|
|
|
—
|
%
|
||
Fixed rate advance maturing January 30, 2017
|
30,000
|
|
|
0.62
|
%
|
|
—
|
|
|
—
|
%
|
||
Total
|
$
|
110,000
|
|
|
|
|
$
|
—
|
|
|
|
||
|
|
|
|
|
|
|
|
||||||
Federal Funds purchased and securities sold under agreements to repurchase
|
|
|
|
|
|
|
|
||||||
Securities sold under agreements to repurchase
|
—
|
|
|
—
|
%
|
|
11,931
|
|
|
0.20%-.50%
|
|
||
|
|
|
|
|
|
|
|
||||||
Total Short-Term Borrowings
|
$
|
110,000
|
|
|
|
|
$
|
11,931
|
|
|
|
||
|
|
|
|
|
|
|
|
||||||
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||
Subordinated Debt:
|
(in thousands)
|
||||||||||||
Floating rate 10 year capital securities, with interest paid semi-annually at an annual fixed rate of 6.25% until September 30, 2020
|
$
|
50,000
|
|
|
$
|
50,000
|
|
||||||
Less: debt issuance costs
|
634
|
|
|
803
|
|
||||||||
Subordinated debt, net
|
$
|
49,366
|
|
|
$
|
49,197
|
|
|
For the Year Ended
|
||||||||||||||||||||||||||||||||||
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||||||||||||
|
Pre-Tax Amount
|
|
Income Tax (Expense) Benefit
|
|
After-Tax Amount
|
|
Pre-Tax Amount
|
|
Income Tax (Expense) Benefit
|
|
After-Tax Amount
|
|
Pre-Tax Amount
|
|
Income Tax (Expense) Benefit
|
|
After-Tax Amount
|
||||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||||||||||
Accumulated other comprehensive (loss) income beginning of period
|
$
|
(2,455
|
)
|
|
$
|
939
|
|
|
$
|
(1,516
|
)
|
|
$
|
986
|
|
|
$
|
(377
|
)
|
|
$
|
609
|
|
|
$
|
(2,026
|
)
|
|
$
|
760
|
|
|
$
|
(1,266
|
)
|
Unrealized net (losses) gains on investment securities available-for-sale
|
(6,227
|
)
|
|
2,403
|
|
|
(3,824
|
)
|
|
(4,126
|
)
|
|
1,578
|
|
|
(2,548
|
)
|
|
2,852
|
|
|
(1,075
|
)
|
|
1,777
|
|
|||||||||
Reclassification adjustment for net realized gains on investment securities available-for-sale
|
(44
|
)
|
|
17
|
|
|
(27
|
)
|
|
(10
|
)
|
|
4
|
|
|
(6
|
)
|
|
(59
|
)
|
|
22
|
|
|
(37
|
)
|
|||||||||
Unrealized net (losses) gains on derivatives
|
(418
|
)
|
|
160
|
|
|
(258
|
)
|
|
695
|
|
|
(266
|
)
|
|
429
|
|
|
219
|
|
|
(84
|
)
|
|
135
|
|
|||||||||
Accumulated other comprehensive (loss) income end of period
|
$
|
(9,144
|
)
|
|
$
|
3,519
|
|
|
$
|
(5,625
|
)
|
|
$
|
(2,455
|
)
|
|
$
|
939
|
|
|
$
|
(1,516
|
)
|
|
$
|
986
|
|
|
$
|
(377
|
)
|
|
$
|
609
|
|
|
|
Year Ended
|
||||||||||
|
|
December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(in thousands, except share and per share amounts)
|
||||||||||
Net income (loss) available to common shareholders
|
|
$
|
13,395
|
|
|
$
|
(1,319
|
)
|
|
$
|
7,516
|
|
Weighted average shares outstanding
|
|
|
|
|
|
|
||||||
Basic
(1)
|
|
24,763,522
|
|
|
15,283,437
|
|
|
13,445,122
|
|
|||
Effect of diluted securities:
|
|
|
|
|
|
|
||||||
Stock options and warrants
|
|
423,158
|
|
|
380,428
|
|
|
196,760
|
|
|||
Diluted
|
|
25,186,680
|
|
|
15,663,865
|
|
|
13,641,882
|
|
|||
Income (loss) per common share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
0.54
|
|
|
$
|
(0.09
|
)
|
|
$
|
0.56
|
|
Diluted
|
|
$
|
0.53
|
|
|
$
|
(0.09
|
)
|
|
$
|
0.55
|
|
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current income tax expense:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
4,497
|
|
|
$
|
1,204
|
|
|
$
|
3,677
|
|
State
|
|
130
|
|
|
270
|
|
|
455
|
|
|||
Total
|
|
4,627
|
|
|
1,474
|
|
|
4,132
|
|
|||
|
|
|
|
|
|
|
||||||
Deferred income tax expense (benefit):
|
|
|
|
|
|
|
||||||
Federal
|
|
2,679
|
|
|
(504
|
)
|
|
(297
|
)
|
|||
State
|
|
643
|
|
|
(176
|
)
|
|
22
|
|
|||
Total
|
|
3,322
|
|
|
(680
|
)
|
|
(275
|
)
|
|||
Total income tax
|
|
$
|
7,949
|
|
|
$
|
794
|
|
|
$
|
3,857
|
|
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
|
||||||
Tax expense (benefit) based on federal statutory rate
|
|
$
|
7,470
|
|
|
$
|
(184
|
)
|
|
$
|
3,981
|
|
State taxes, net of federal benefit
|
|
716
|
|
|
(78
|
)
|
|
343
|
|
|||
Income tax credits
|
|
(51
|
)
|
|
(48
|
)
|
|
(101
|
)
|
|||
Tax-exempt earnings
|
|
(893
|
)
|
|
(791
|
)
|
|
(348
|
)
|
|||
Nondeductible merger related expenses
|
|
178
|
|
|
1,152
|
|
|
—
|
|
|||
Excess parachute payments under Section 280G
|
|
115
|
|
|
319
|
|
|
—
|
|
|||
Nondeductible expenses
|
|
322
|
|
|
441
|
|
|
—
|
|
|||
Federal rate adjustment
|
|
—
|
|
|
(27
|
)
|
|
(136
|
)
|
|||
Change in uncertain tax positions reserve
|
|
8
|
|
|
79
|
|
|
41
|
|
|||
Other
|
|
84
|
|
|
(69
|
)
|
|
77
|
|
|||
|
|
$
|
7,949
|
|
|
$
|
794
|
|
|
$
|
3,857
|
|
(in thousands)
|
|
2016
|
|
2015
|
||||
Net operating loss carryforward
|
|
$
|
46,334
|
|
|
$
|
50,432
|
|
Federal tax credits
|
|
5,505
|
|
|
5,546
|
|
||
State credits
|
|
96
|
|
|
17
|
|
||
Allowance for loan losses
|
|
7,966
|
|
|
7,479
|
|
||
Stock-based compensation
|
|
1,226
|
|
|
1,566
|
|
||
Deferred loan fees and costs, net
|
|
1,369
|
|
|
1,172
|
|
||
Other real estate owned
|
|
711
|
|
|
795
|
|
||
Goodwill and other intangibles
|
|
212
|
|
|
308
|
|
||
Transaction costs
|
|
1,483
|
|
|
1,704
|
|
||
Unfunded commitments
|
|
262
|
|
|
263
|
|
||
Organizational costs
|
|
274
|
|
|
326
|
|
||
Net unrealized losses on investment securities available‑for‑sale
|
|
3,709
|
|
|
397
|
|
||
Long term incentive plan
|
|
1,649
|
|
|
691
|
|
||
Other
|
|
1,135
|
|
|
921
|
|
||
Total gross deferred tax assets
|
|
71,931
|
|
|
71,617
|
|
||
Less: valuation allowance
|
|
(9,181
|
)
|
|
(9,454
|
)
|
||
Net deferred tax asset
|
|
62,750
|
|
|
62,163
|
|
||
|
|
|
|
|
||||
Unrealized gains on cash flow hedges
|
|
191
|
|
|
351
|
|
||
Depreciation
|
|
772
|
|
|
1,254
|
|
||
Other
|
|
214
|
|
|
630
|
|
||
Total gross deferred tax liabilities
|
|
1,177
|
|
|
2,235
|
|
||
Net deferred tax assets
|
|
$
|
61,573
|
|
|
$
|
59,928
|
|
(in thousands)
|
|
2016
|
|
2015
|
||||
Balance at beginning of year
|
|
$
|
311
|
|
|
$
|
149
|
|
Additions based on tax positions related to the current year
|
|
8
|
|
|
162
|
|
||
Balance at end of year
|
|
$
|
319
|
|
|
$
|
311
|
|
|
|
For the year ended December 31,
|
||||
|
|
2016
|
|
2015
|
|
2014
|
Risk‑free interest rate
|
|
N/A
|
|
2.16%
|
|
N/A
|
Expected term in years
|
|
N/A
|
|
7.73
|
|
N/A
|
Expected stock price volatility
|
|
N/A
|
|
40.00%
|
|
N/A
|
Dividend yield
|
|
N/A
|
|
—%
|
|
N/A
|
|
||||||||||||||
Options and Warrants
|
|
Shares
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Term (in years)
|
|
Aggregate Intrinsic Value
|
||||||
Outstanding, December 31, 2015
|
|
2,369,759
|
|
|
$
|
11.30
|
|
|
|
|
|
|||
Exercised
|
|
(872,162
|
)
|
|
10.04
|
|
|
|
|
|
||||
Canceled
|
|
(4,057
|
)
|
|
142.89
|
|
|
|
|
|
||||
Forfeited
|
|
(7,836
|
)
|
|
10.76
|
|
|
|
|
|
||||
Outstanding, December 31, 2016
|
|
1,485,704
|
|
|
$
|
11.69
|
|
|
4.33
|
|
$
|
11,104
|
|
|
Exercisable, December 31, 2016
|
|
1,204,558
|
|
|
$
|
11.10
|
|
|
3.38
|
|
$
|
9,755
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Weighted average fair value of options and warrants granted
|
|
$
|
—
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||||
Outstanding, December 31, 2014
|
|
1,663,500
|
|
|
$
|
10.01
|
|
|
|
|
|
|||
Options assumed from First Security
|
|
482,741
|
|
|
14.69
|
|
|
|
|
|
||||
Granted
|
|
245,000
|
|
|
14.34
|
|
|
|
|
|
||||
Exercised
|
|
(20,707
|
)
|
|
10.00
|
|
|
|
|
|
||||
Canceled
|
|
(775
|
)
|
|
505.31
|
|
|
|
|
|
||||
Outstanding, December 31, 2015
|
|
2,369,759
|
|
|
$
|
11.30
|
|
|
4.07
|
|
$
|
9,258
|
|
|
Exercisable, December 31, 2015
|
|
1,925,858
|
|
|
$
|
10.77
|
|
|
2.95
|
|
$
|
8,662
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Weighted average fair value of options and warrants granted
|
|
$
|
7.00
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||
Outstanding, December 31, 2013
|
|
1,730,166
|
|
|
$
|
10.01
|
|
|
|
|
|
|||
Forfeited
|
|
(66,666
|
)
|
|
10.15
|
|
|
|
|
|
||||
Outstanding, December 31, 2014
|
|
1,663,500
|
|
|
$
|
10.01
|
|
|
3.15
|
|
$
|
2,233
|
|
|
Exercisable, December 31, 2014
|
|
1,663,500
|
|
|
$
|
10.01
|
|
|
3.15
|
|
$
|
2,233
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Weighted average fair value of options and warrants granted
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
As of December 31, 2016
|
|||||||||||||||
(dollars in thousands)
|
|
Actual
|
|
For Capital Adequacy Purposes
|
|
To be Well Capitalized Under Prompt Corrective Action Provisions
|
|||||||||||
Common Equity Tier 1 capital (to risk weighted assets):
|
|
Amount
|
Ratio
|
|
Amount
|
Ratio
|
|
Amount
|
Ratio
|
||||||||
Consolidated
|
|
$
|
241,313
|
|
10.3
|
%
|
|
$
|
105,463
|
|
4.5
|
%
|
|
N/A
|
|
N/A
|
|
Bank
|
|
276,778
|
|
11.8
|
%
|
|
105,497
|
|
4.5
|
%
|
|
152,385
|
|
6.5
|
%
|
||
|
|
|
|
|
|
|
|
|
|
||||||||
Tier 1 capital (to risk weighted assets):
|
|
|
|
|
|
|
|
|
|
||||||||
Consolidated
|
|
$
|
241,313
|
|
10.3
|
%
|
|
$
|
140,617
|
|
6.0
|
%
|
|
N/A
|
|
N/A
|
|
Bank
|
|
276,778
|
|
11.8
|
%
|
|
140,663
|
|
6.0
|
%
|
|
187,551
|
|
8.0
|
%
|
||
|
|
|
|
|
|
|
|
|
|
||||||||
Total capital (to risk weighted assets):
|
|
|
|
|
|
|
|
|
|
||||||||
Consolidated
|
|
$
|
311,954
|
|
13.3
|
%
|
|
$
|
187,490
|
|
8.0
|
%
|
|
N/A
|
|
N/A
|
|
Bank
|
|
298,053
|
|
12.7
|
%
|
|
187,551
|
|
8.0
|
%
|
|
234,439
|
|
10.0
|
%
|
||
|
|
|
|
|
|
|
|
|
|
||||||||
Tier 1 capital (to average assets):
|
|
|
|
|
|
|
|
|
|
||||||||
Consolidated
|
|
$
|
241,313
|
|
9.1
|
%
|
|
$
|
106,179
|
|
4.0
|
%
|
|
N/A
|
|
N/A
|
|
Bank
|
|
276,778
|
|
10.4
|
%
|
|
106,179
|
|
4.0
|
%
|
|
132,724
|
|
5.0
|
%
|
||
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
As of December 31, 2015
|
|||||||||||||||
|
|
Actual
|
|
For Capital Adequacy Purposes
|
|
To be Well Capitalized Under Prompt Corrective Action Provisions
|
|||||||||||
Common Equity Tier 1 capital (to risk weighted assets):
|
|
Amount
|
Ratio
|
|
Amount
|
Ratio
|
|
Amount
|
Ratio
|
||||||||
Consolidated
|
|
$
|
215,812
|
|
9.8
|
%
|
|
$
|
99,022
|
|
4.5
|
%
|
|
N/A
|
|
N/A
|
|
Bank
|
|
251,727
|
|
11.4
|
%
|
|
99,017
|
|
4.5
|
%
|
|
143,025
|
|
6.5
|
%
|
||
|
|
|
|
|
|
|
|
|
|
||||||||
Tier 1 capital (to risk weighted assets):
|
|
|
|
|
|
|
|
|
|
||||||||
Consolidated
|
|
$
|
215,812
|
|
9.8
|
%
|
|
$
|
132,029
|
|
6.0
|
%
|
|
N/A
|
|
N/A
|
|
Bank
|
|
251,727
|
|
11.4
|
%
|
|
132,023
|
|
6.0
|
%
|
|
176,031
|
|
8.0
|
%
|
||
|
|
|
|
|
|
|
|
|
|
||||||||
Total capital (to risk weighted assets):
|
|
|
|
|
|
|
|
|
|
||||||||
Consolidated
|
|
$
|
284,663
|
|
12.9
|
%
|
|
$
|
176,038
|
|
8.0
|
%
|
|
N/A
|
|
N/A
|
|
Bank
|
|
271,312
|
|
12.3
|
%
|
|
176,031
|
|
8.0
|
%
|
|
220,039
|
|
10.0
|
%
|
||
|
|
|
|
|
|
|
|
|
|
||||||||
Tier 1 capital (to average assets):
|
|
|
|
|
|
|
|
|
|
||||||||
Consolidated
|
|
$
|
215,812
|
|
9.9
|
%
|
|
$
|
86,997
|
|
4.0
|
%
|
|
N/A
|
|
N/A
|
|
Bank
|
|
251,727
|
|
11.6
|
%
|
|
87,002
|
|
4.0
|
%
|
|
108,752
|
|
5.0
|
%
|
|
2016 Fair Value Measurement Using
|
||||||||||||||
|
Quoted Prices in Active markets for Identical Securities (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
Securities available-for-sale—
|
|
|
|
|
|
|
|
||||||||
U.S. government agencies
|
$
|
—
|
|
|
$
|
21,152
|
|
|
$
|
—
|
|
|
$
|
21,152
|
|
U.S. states and political subdivisions
|
—
|
|
|
90,172
|
|
|
—
|
|
|
90,172
|
|
||||
Trust preferred securities
|
—
|
|
|
4,525
|
|
|
—
|
|
|
4,525
|
|
||||
Corporate debt securities
|
—
|
|
|
19,231
|
|
|
—
|
|
|
19,231
|
|
||||
Mortgage-backed securities
|
—
|
|
|
212,625
|
|
|
—
|
|
|
212,625
|
|
||||
Total securities available-for-sale
|
$
|
—
|
|
|
$
|
347,705
|
|
|
$
|
—
|
|
|
$
|
347,705
|
|
Interest rate derivative assets
|
$
|
—
|
|
|
$
|
4,310
|
|
|
$
|
—
|
|
|
$
|
4,310
|
|
Interest rate derivative liabilities
|
$
|
—
|
|
|
$
|
4,131
|
|
|
$
|
—
|
|
|
$
|
4,131
|
|
|
2015 Fair Value Measurement Using
|
||||||||||||||
|
Quoted Prices in Active markets for Identical Securities (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
|
Totals
|
||||||||
|
(in thousands)
|
||||||||||||||
Securities available-for-sale—
|
|
|
|
|
|
|
|
||||||||
U.S. treasuries
|
$
|
—
|
|
|
$
|
4,922
|
|
|
$
|
—
|
|
|
$
|
4,922
|
|
U.S. government agencies
|
—
|
|
|
64,852
|
|
|
—
|
|
|
64,852
|
|
||||
U.S. states and political subdivisions
|
—
|
|
|
27,790
|
|
|
—
|
|
|
27,790
|
|
||||
Trust preferred securities
|
—
|
|
|
4,275
|
|
|
—
|
|
|
4,275
|
|
||||
Corporate debt securities
|
—
|
|
|
20,517
|
|
|
—
|
|
|
20,517
|
|
||||
Mortgage-backed securities
|
—
|
|
|
221,451
|
|
|
2,414
|
|
|
223,865
|
|
||||
Total securities available-for-sale
|
$
|
—
|
|
|
$
|
343,807
|
|
|
$
|
2,414
|
|
|
$
|
346,221
|
|
Interest rate derivative assets
|
$
|
—
|
|
|
$
|
6,554
|
|
|
$
|
—
|
|
|
$
|
6,554
|
|
Interest rate derivative liabilities
|
$
|
—
|
|
|
$
|
6,163
|
|
|
$
|
—
|
|
|
$
|
6,163
|
|
|
|
Securities Available-for-Sale
|
||
|
|
(in thousands)
|
||
December 31, 2015
|
|
$
|
2,414
|
|
Change due to presence of observable market data
|
|
(2,414
|
)
|
|
December 31, 2016
|
|
$
|
—
|
|
December 31, 2016
|
|
Level 1
Fair Value
Measurement
|
|
Level 2
Fair Value
Measurement
|
|
Level 3
Fair Value
Measurement
|
|
Total
|
||||||||
|
(in thousands)
|
|||||||||||||||
Impaired Loans
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,248
|
|
|
$
|
7,248
|
|
December 31, 2015
|
|
Level 1
Fair Value
Measurement
|
|
Level 2
Fair Value
Measurement
|
|
Level 3
Fair Value
Measurement
|
|
Total
|
||||||||
|
(in thousands)
|
|||||||||||||||
Impaired Loans
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,449
|
|
|
$
|
4,449
|
|
|
2016 Fair Value Measurement Using
|
||||||||||||||
|
Carrying Amount
|
|
Quoted Prices in Active markets for Identical Securities (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
||||||||
|
(in thousands)
|
||||||||||||||
Financial assets:
|
|
|
|
|
|
|
|
||||||||
Cash and due from banks
|
$
|
36,790
|
|
|
$
|
36,790
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest-bearing deposits in banks
|
118,039
|
|
|
118,039
|
|
|
—
|
|
|
—
|
|
||||
Other short-term investments
|
10,896
|
|
|
10,896
|
|
|
—
|
|
|
—
|
|
||||
Total securities available-for-sale
|
347,705
|
|
|
—
|
|
|
347,705
|
|
|
—
|
|
||||
FHLB stock
|
7,067
|
|
|
—
|
|
|
—
|
|
|
7,067
|
|
||||
Federal Reserve Bank stock
|
9,690
|
|
|
—
|
|
|
—
|
|
|
9,690
|
|
||||
Loans held for investment, net
|
1,960,735
|
|
|
—
|
|
|
—
|
|
|
1,939,895
|
|
||||
Loans held for sale
|
35,219
|
|
|
—
|
|
|
35,219
|
|
|
—
|
|
||||
Derivative assets
|
4,310
|
|
|
—
|
|
|
4,310
|
|
|
—
|
|
||||
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
Deposits
|
$
|
2,205,991
|
|
|
$
|
—
|
|
|
$
|
2,144,196
|
|
|
$
|
—
|
|
Deposits to be assumed in branch sale
|
31,589
|
|
|
—
|
|
|
31,589
|
|
|
—
|
|
||||
Subordinated debt
|
49,366
|
|
|
—
|
|
|
48,971
|
|
|
—
|
|
||||
FHLB advances
|
110,000
|
|
|
—
|
|
|
109,946
|
|
|
—
|
|
||||
Derivative financial instruments
|
4,131
|
|
|
—
|
|
|
4,131
|
|
|
—
|
|
|
2015 Fair Value Measurement Using
|
||||||||||||||
|
Carrying Amount
|
|
Quoted Prices in Active markets for Identical Securities (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
||||||||
|
(in thousands)
|
||||||||||||||
Financial assets:
|
|
|
|
|
|
|
|
||||||||
Cash and due from banks
|
$
|
45,848
|
|
|
$
|
45,848
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest-bearing deposits in other banks
|
130,900
|
|
|
130,900
|
|
|
—
|
|
|
—
|
|
||||
Other short-term investments
|
26,137
|
|
|
26,137
|
|
|
—
|
|
|
—
|
|
||||
Total securities available-for-sale
|
346,221
|
|
|
—
|
|
|
343,807
|
|
|
2,414
|
|
||||
FHLB stock
|
1,048
|
|
|
—
|
|
|
—
|
|
|
1,048
|
|
||||
Federal Reserve Bank stock
|
6,615
|
|
|
—
|
|
|
—
|
|
|
6,615
|
|
||||
Loans held for investment, net
|
1,771,764
|
|
|
—
|
|
|
—
|
|
|
1,752,796
|
|
||||
Loans held for sale
|
95,465
|
|
|
—
|
|
|
95,465
|
|
|
—
|
|
||||
Derivative assets
|
6,554
|
|
|
—
|
|
|
6,554
|
|
|
—
|
|
||||
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
Deposits
|
$
|
2,048,808
|
|
|
$
|
—
|
|
|
$
|
2,018,898
|
|
|
$
|
—
|
|
Deposits to be assumed in branch sale
|
213,410
|
|
|
—
|
|
|
213,410
|
|
|
—
|
|
||||
Federal funds purchased and securities sold under agreements to repurchase
|
11,931
|
|
|
11,931
|
|
|
—
|
|
|
—
|
|
||||
Subordinated debt
|
49,197
|
|
|
—
|
|
|
49,197
|
|
|
—
|
|
||||
Derivative financial instruments
|
6,163
|
|
|
—
|
|
|
6,163
|
|
|
—
|
|
Balance Sheets
|
|
|
|
|
||||
(in thousands)
|
|
|
|
|
||||
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Assets
|
|
|
|
|
||||
Cash
|
|
$
|
15,731
|
|
|
$
|
10,413
|
|
Investment in subsidiary
|
|
339,124
|
|
|
323,908
|
|
||
Other assets
|
|
305
|
|
|
2,903
|
|
||
Total assets
|
|
$
|
355,160
|
|
|
$
|
337,224
|
|
|
|
|
|
|
||||
|
|
|
|
|
||||
Liabilities and shareholders’ equity
|
|
|
|
|
||||
Long-term debt
|
|
$
|
49,366
|
|
|
$
|
49,197
|
|
Other liabilities
|
|
2,136
|
|
|
35
|
|
||
Total liabilities
|
|
51,502
|
|
|
49,232
|
|
||
|
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
|
||||
Common stock
|
|
292,747
|
|
|
286,367
|
|
||
Retained earnings
|
|
16,536
|
|
|
3,141
|
|
||
Accumulated other comprehensive income
|
|
(5,625
|
)
|
|
(1,516
|
)
|
||
Total shareholders’ equity
|
|
303,658
|
|
|
287,992
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
355,160
|
|
|
$
|
337,224
|
|
Statements of Operations
|
|
|
|
|
|
|
||||||
(in thousands)
|
|
|
|
|
|
|
||||||
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Income:
|
|
|
|
|
|
|
||||||
Interest income
|
|
$
|
98
|
|
|
$
|
46
|
|
|
$
|
13
|
|
Total income
|
|
98
|
|
|
46
|
|
|
13
|
|
|||
|
|
|
|
|
|
|
||||||
Expense:
|
|
|
|
|
|
|
||||||
Interest on long-term debt
|
|
3,282
|
|
|
858
|
|
|
—
|
|
|||
Professional fees
|
|
—
|
|
|
1,582
|
|
|
179
|
|
|||
Other expense
|
|
322
|
|
|
615
|
|
|
190
|
|
|||
Total expense
|
|
3,604
|
|
|
3,055
|
|
|
369
|
|
|||
|
|
|
|
|
|
|
||||||
Loss before income tax expense and equity
|
|
|
|
|
|
|
||||||
in undistributed (losses) from subsidiary
|
|
(3,506
|
)
|
|
(3,009
|
)
|
|
(356
|
)
|
|||
|
|
|
|
|
|
|
||||||
Income tax benefit
|
|
(849
|
)
|
|
(1,126
|
)
|
|
(236
|
)
|
|||
Loss before equity in undistributed losses
|
|
|
|
|
|
|
||||||
of subsidiary
|
|
(2,657
|
)
|
|
(1,883
|
)
|
|
(120
|
)
|
|||
Equity in undistributed earnings of subsidiary
|
|
16,052
|
|
|
564
|
|
|
7,636
|
|
|||
Net income
|
|
$
|
13,395
|
|
|
$
|
(1,319
|
)
|
|
$
|
7,516
|
|
Statements of Cash Flows
|
|
|
|
|
|
|
||||||
(in thousands)
|
|
|
|
|
|
|
||||||
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Operating activities
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
13,395
|
|
|
$
|
(1,319
|
)
|
|
$
|
7,516
|
|
Adjustments to reconcile net income
|
|
|
|
|
|
|
||||||
to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
||||||
Equity in undistributed earnings of subsidiary
|
|
(16,052
|
)
|
|
(564
|
)
|
|
(7,636
|
)
|
|||
Decrease (increase) in other assets
|
|
1,928
|
|
|
(433
|
)
|
|
72
|
|
|||
(Decrease) increase in other liabilities
|
|
2,100
|
|
|
(19
|
)
|
|
54
|
|
|||
Net cash provided by (used in) operating activities
|
|
1,371
|
|
|
(2,335
|
)
|
|
6
|
|
|||
|
|
|
|
|
|
|
||||||
Investing activities
|
|
|
|
|
|
|
||||||
Advances to subsidiaries
|
|
—
|
|
|
(16,000
|
)
|
|
—
|
|
|||
Cash consideration paid for acquisition
|
|
—
|
|
|
(47,098
|
)
|
|
—
|
|
|||
Net cash (used in) provided by investing activities
|
|
—
|
|
|
(63,098
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
Financing activities
|
|
|
|
|
|
|
||||||
Proceeds from issuance of long-term debt
|
|
—
|
|
|
50,000
|
|
|
—
|
|
|||
Net proceeds from issuance of common stock
|
|
—
|
|
|
24,004
|
|
|
—
|
|
|||
Proceeds from exercise of stock options
|
|
3,947
|
|
|
—
|
|
|
—
|
|
|||
Acquisition of treasury stock
|
|
—
|
|
|
(707
|
)
|
|
(361
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
3,947
|
|
|
73,297
|
|
|
(361
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
|
5,318
|
|
|
7,864
|
|
|
(355
|
)
|
|||
Cash equivalents, beginning of year
|
|
10,413
|
|
|
2,549
|
|
|
2,904
|
|
|||
Cash equivalents, end of year
|
|
$
|
15,731
|
|
|
$
|
10,413
|
|
|
$
|
2,549
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
(ii)
|
Consolidated Balance Sheets at December 31, 2016 and December 31, 2015
|
(iii)
|
Consolidated Statements of Operations for the Years Ended December 31, 2016, December 31, 2015, and December 31, 2014
|
(iv)
|
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2016, December 31, 2015, and December 31, 2014
|
(v)
|
Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2016, December 31, 2015, and December 31, 2014
|
(vi)
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2016, December 31, 2015, and December 31, 2014
|
(2)
|
Financial Statement Schedules: None. Financial statement schedules have been omitted since the required information is included in our consolidated financial statements contained elsewhere in this Annual Report on Form 10-K.
|
(3)
|
Exhibits: The exhibits listed in the accompanying Exhibit Index are filed as a part of this Annual Report on Form 10-K.
|
(b)
|
Exhibits: The exhibits listed in the accompanying Exhibit Index are filed as a part of this Annual Report on Form 10-K.
|
(c)
|
Separate Financial Statements and Schedules: None. Financial statement schedules have been omitted since the required information is included in our consolidated financial statements contained elsewhere in this Annual Report on Form 10-K.
|
ITEM 16.
|
FORM 10-K SUMMARY
|
|
ATLANTIC CAPITAL BANCSHARES, INC.
|
|
|
|
/s/ Douglas L. Williams
|
|
Douglas L. Williams
|
|
Chief Executive Officer (Principal Executive Officer)
|
|
|
|
|
|
/s/ Patrick T. Oakes
|
|
Patrick T. Oakes
|
|
Executive Vice President and
|
|
Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
Signature
|
|
Title
|
/s/ Douglas L. Williams
|
|
Chief Executive Officer and Director
|
Douglas L. Williams
|
|
(Principal Executive Officer)
|
|
|
|
/s/ Patrick T. Oakes
|
|
Executive Vice President and Chief Financial Officer
|
Patrick T. Oakes
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
/s/ D. Michael Kramer
|
|
President and Director
|
D. Michael Kramer
|
|
|
|
|
|
/s/ Walter M. Deriso, Jr.
|
|
Chairman of the Board
|
Walter M. Deriso, Jr.
|
|
|
|
|
|
/s/ Henchy R. Enden
|
|
Director
|
Henchy R. Enden
|
|
|
|
|
|
/s/ John N. Foy
|
|
Director
|
John N. Foy
|
|
|
|
|
|
/s/ Douglas J. Hertz
|
|
Director
|
Douglas J. Hertz
|
|
|
|
|
|
Adam G. Hurwich
|
|
Director
|
Adam G. Hurwich
|
|
|
|
|
|
/s/ Brian D. Jones
|
|
Director
|
Brian D. Jones
|
|
|
|
|
|
/s/ Stephen Levey
|
|
Director
|
Stephen Levey
|
|
|
|
|
|
/s/ Larry D. Mauldin
|
|
Director
|
Larry D. Mauldin
|
|
|
|
|
|
/s/ R. Charles Shufeldt
|
|
Director
|
R. Charles Shufeldt
|
|
|
|
|
|
/s/ Lizanne Thomas
|
|
Director
|
Lizanne Thomas
|
|
|
|
|
|
/s/ Marietta Edmunds Zakas
|
|
Director
|
Marietta Edmunds Zakas
|
|
|
|
|
|
Exhibit No.
|
Description
|
2.1
|
Agreement and Plan of Merger, dated as of March 25, 2015 by and between Atlantic Capital Bancshares, Inc. and First Security Group, Inc., which is incorporated by reference to Exhibit 2.1 to our Registration Statement on Form S-4 (file no. 333-204855), initially filed with the Securities and Exchange Commission on June 10, 2015.
|
2.2
|
First Amendment to the Agreement and Plan of Merger, dated as of June 8, 2015 by and between Atlantic Capital Bancshares, Inc. and First Security Group, Inc., which is incorporated by reference to Exhibit 2.2 to our Registration Statement on Form S-4 (file no. 333-204855), initially filed with the Securities and Exchange Commission on June 10, 2015.
|
3.1
|
Amended and Restated Articles of Incorporation of Atlantic Capital Bancshares, Inc., which are incorporated by reference to Exhibit 3.1 to our Registration Statement on Form S-4 (file no. 333-204855), initially filed with the Securities and Exchange Commission on June 10, 2015.
|
3.2
|
Amended and Restated Bylaws of Atlantic Capital Bancshares, Inc., which are incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, initially filed with the Securities and Exchange Commission on January 19, 2017.
|
4.1
|
Form of Stock Certificate of Atlantic Capital Bancshares, Inc., which is incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-4 (file no. 333-204855), initially filed with the Securities and Exchange Commission on June 10, 2015.
|
4.2
|
Issuing and Paying Agency Agreement, dated September 14, 2015, between Atlantic Capital Bancshares, Inc. and U.S. Bank National Association, which is incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on September 18, 2015.
|
4.3
|
Form of 6.25% Fixed-to-Floating Rate Subordinated Note due 2025, which is incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on September 18, 2015.
|
10.1
|
Securities Purchase Agreement, dated as of March 25, 2015, by and among Atlantic Capital Bancshares, Inc., Trident IV, L.P. and Trident IV Professionals Fund, L.P., which is incorporated by reference to Exhibit 10.1 to our Registration Statement on Form S-4 (file no. 333-204855), initially filed with the Securities and Exchange Commission on June 10, 2015.
|
10.2
|
Corporate Governance Agreement, dated March 25, 2015, by and among Atlantic Capital Bancshares, Inc., Atlantic Capital Bank, Trident IV, L.P. and Trident IV Professionals Fund, L.P., which is incorporated by reference to Exhibit 10.2 to our Registration Statement on Form S-4 (file no. 333-204855), initially filed with the Securities and Exchange Commission on June 10, 2015.
|
10.3
|
Corporate Governance Agreement, dated March 25, 2015, by and among Atlantic Capital Bancshares, Inc., Atlantic Capital Bank, and BCP Fund I Southeast Holdings LLC, which is incorporated by reference to Exhibit 10.3 to our Registration Statement on Form S-4 (file no. 333-204855), initially filed with the Securities and Exchange Commission on June 10, 2015.
|
10.4*
|
Employment Agreement, dated January 1, 2015, by and among Atlantic Capital Bancshares, Inc., Atlantic Capital Bank, and Douglas L. Williams, which is incorporated by reference to Exhibit 10.4 to our Registration Statement on Form S-4 (file no. 333-204855), initially filed with the Securities and Exchange Commission on June 10, 2015.
|
10.5*
|
Employment Agreement, dated June 5, 2015, by and among Atlantic Capital Bancshares, Inc., Atlantic Capital Bank, and D. Michael Kramer, which is incorporated by reference to Exhibit 10.5 to our Registration Statement on Form S-4 (file no. 333-204855), initially filed with the Securities and Exchange Commission on June 10, 2015.
|
10.6*
|
Retention Benefits Letter Agreement, dated March 26, 2015, by and between Atlantic Capital Bancshares, Inc. and John R. Haddock, which is incorporated by reference to Exhibit 10.6 to our Registration Statement on Form S-4 (file no. 333-204855), initially filed with the Securities and Exchange Commission on June 10, 2015.
|
10.7*
|
Retention Benefits Letter Agreement, dated March 26, 2015, by and between Atlantic Capital Bancshares, Inc. and Denise M. Cobb, which is incorporated by reference to Exhibit 10.7 to our Registration Statement on Form S-4 (file no. 333-204855), initially filed with the Securities and Exchange Commission on June 10, 2015.
|
10.8*
|
Retention Benefits Letter Agreement, dated August 25, 2015, by and between Atlantic Capital Bancshares, Inc. and Christopher G. Tietz, which is incorporated by reference to Exhibit 10.19 to our Registration Statement on Form S-4/A (file no. 333-204855), filed with the Securities and Exchange Commission on August 26, 2015.
|
10.9*
|
Atlantic Capital Bancshares, Inc. 2006 Stock Incentive Plan, which is incorporated by reference to Exhibit 10.8 to our Registration Statement on Form S-4 (file no. 333-204855), initially filed with the Securities and Exchange Commission on June 10, 2015.
|
10.10*
|
Form of Employee Restricted Stock Award Agreement under the 2006 Stock Incentive Plan (for employees with employment agreements), which is incorporated by reference to Exhibit 10.9 to our Registration Statement on Form S-4 (file no. 333-204855), initially filed with the Securities and Exchange Commission on June 10, 2015.
|
10.11*
|
Form of Employee Restricted Stock Award Agreement under the 2006 Stock Incentive Plan (for employees without employment agreements), which is incorporated by reference to Exhibit 10.10 to our Registration Statement on Form S-4 (file no. 333-204855), initially filed with the Securities and Exchange Commission on June 10, 2015.
|
10.12*
|
Form of Non-Employee Director Restricted Stock Award Agreement under the 2006 Stock Incentive Plan, which is incorporated by reference to Exhibit 10.11 to our Registration Statement on Form S-4 (file no. 333-204855), initially filed with the Securities and Exchange Commission on June 10, 2015.
|
10.13*
|
Form of Employee Stock Option Agreement under the 2006 Stock Incentive Plan, which is incorporated by reference to Exhibit 10.12 to our Registration Statement on Form S-4 (file no. 333-204855), initially filed with the Securities and Exchange Commission on June 10, 2015.
|
10.14*
|
Form of Non-Employee Director Stock Option Agreement under the 2006 Stock Incentive Plan, which is incorporated by reference to Exhibit 10.13 to our Registration Statement on Form S-4 (file no. 333-204855), initially filed with the Securities and Exchange Commission on June 10, 2015.
|
10.15*
|
Atlantic Capital Bancshares, Inc. Executive Officer Long-Term Incentive Plan, which is incorporated by reference to Exhibit 10.14 to our Registration Statement on Form S-4 (file no. 333-204855), initially filed with the Securities and Exchange Commission on June 10, 2015.
|
10.16*
|
Amendment to Atlantic Capital Bancshares, Inc. Executive Officer Long-Term Incentive Plan, which is incorporated by reference to Exhibit 10.15 to our Registration Statement on Form S-4 (file no. 333-204855), initially filed with the Securities and Exchange Commission on June 10, 2015.
|
10.17*
|
Form of Officer Award Certificate under the Executive Long-Term Incentive Plan, which is incorporated by reference to Exhibit 10.16 to our Registration Statement on Form S-4 (file no. 333-204855), initially filed with the Securities and Exchange Commission on June 10, 2015.
|
10.18*
|
Atlantic Capital Bancshares, Inc. Executive Officer Short Term Incentive Plan, which is incorporated by reference to Exhibit 10.17 to our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 30, 2016
|
10.19*
|
Atlantic Capital Bancshares, Inc. 2015 Stock Incentive Plan, which is incorporated by reference to Exhibit 10.17 to our Registration Statement on Form S-4 (file no. 333-204855), initially filed with the Securities and Exchange Commission on June 10, 2015.
|
10.20*
|
Form of Restricted Stock Award Agreement (Employees - without Employment Agreement) under the 2015 Stock Incentive Plan, which is incorporated by reference to Exhibit 10.19 to our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 30, 2016.
|
10.21*
|
Form of Restricted Stock Award Agreement (Employees - with Employment Agreement) under the 2015 Stock Incentive Plan, which is incorporated by reference to Exhibit 10.20 to our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 30, 2016.
|
10.22*
|
Form of Restricted Stock Award Agreement (Non-Employee Directors) under the 2015 Stock Incentive Plan, which is incorporated by reference to Exhibit 10.21 to our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 30, 2016.
|
10.23*
|
Form of Restricted Stock Unit Agreement (Employees -without Employment Agreement) under the 2015 Stock Incentive Plan, which is incorporated by reference to Exhibit 10.22 to our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 30, 2016.
|
10.24*
|
Form of Restricted Stock Unit Agreement (Employees - with Employment Agreement) under the 2015 Stock Incentive Plan, which is incorporated by reference to Exhibit 10.23 to our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 30, 2016.
|
10.25*
|
Form of Restricted Stock Unit Agreement (Non-Employee Directors) under the 2015 Stock Incentive Plan, which is incorporated by reference to Exhibit 10.24 to our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 30, 2016.
|
10.26*
|
Form of Stock Option Agreement (Employees - without Employment Agreement) under the 2015 Stock Incentive Plan, which is incorporated by reference to Exhibit 10.25 to our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 30, 2016.
|
10.27*
|
Form of Stock Option Agreement (Employees - with Employment Agreement) under the 2015 Stock Incentive Plan, which is incorporated by reference to Exhibit 10.26 to our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 30, 2016
|
10.28*
|
Form of Stock Option Agreement (Non-Employee Directors) under the 2015 Stock Incentive Plan, which is incorporated by reference to Exhibit 10.27 to our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 30, 2016.
|
10.29*
|
Form of Other Stock-Based Award Agreement (Executive Officer Long Term Incentive Plan (“LTIP”) Award), which is incorporated by reference to Exhibit 10.28 to our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 30, 2016.
|
10.30*
|
First Security Group, Inc. 2012 Long-Term Incentive Plan, as amended and restated, as further amended and assumed by Atlantic Capital Bancshares, Inc., which is incorporated by reference to Exhibit 99.1 to the Post-Effective Amendment No. 1 on Form S-8 to Form S-4 (file no. 333- 204855), filed with the Securities and Exchange Commission on November 2, 2015.
|
10.31*
|
Form of Incentive Stock Option Award pursuant to the First Security Group, Inc. Long-Term Incentive Plan, which is incorporated by reference to Exhibit 10.29 to First Security Group, Inc.’s Form 10-K, filed with the Securities and Exchange Commission on April 15, 2013.
|
10.32*
|
Form of Non-Qualified Stock Option Award under the First Security Group, Inc. 2012 Long-Term Incentive Plan, which is incorporated by reference to Exhibit 10.30 to First Security Group, Inc.’s Form 10-K, filed with the Securities and Exchange Commission on April 15, 2013.
|
10.33*
|
First Security Group, Inc. 2002 Long-Term Incentive Plan, as amended, as further amended and assumed by Atlantic Capital Bancshares, Inc., which is incorporated by reference to Exhibit 99.2 to the Post-Effective Amendment No. 1 on Form S-8 to Form S-4 (file no. 333-204855), filed with the Securities and Exchange Commission on November 2, 2015.
|
10.34*
|
Form of Incentive Stock Option Award under the First Security Group, Inc. 2002 Long-Term Incentive Plan, which is incorporated by reference to Exhibit 10.5 to First Security Group, Inc.’s Form 10-K, filed with the Securities and Exchange Commission on March 16, 2005.
|
10.35*
|
Form of Non-Qualified Stock Option Award under the 2002 Long-Term Incentive Plan, which is incorporated by reference to Exhibit 10.6 to First Security Group, Inc.’s Form 10-K for its fiscal year ended December 31, 2004, filed with the Securities and Exchange Commission on March 16, 2005.
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10.36*
|
Form of Stock Purchase Agreement by and between First Security Group, Inc. and each of the investors named therein, which is incorporated by reference to Exhibit 10.18 to our Registration Statement on Form S-4/A (file no. 333-204855), filed with the Securities and Exchange Commission on July 17, 2015.
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10.37*
|
Letter Agreement, dated October 6, 2015, between Atlantic Capital Bank and Carol H. Tiarsmith, which is incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 8, 2015.
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10.38*
|
Offer Letter, dated September 30, 2015, between Atlantic Capital Bancshares, Inc., and Patrick T. Oakes, which is incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 8, 2015.
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10.39
|
Purchase and Assumption Agreement between Atlantic Capital Bank, N.A., and First Freedom Bank, dated December 17, 2015, which is incorporated by reference to Exhibit 10.39 to our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 30, 2016.
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10.40
|
Amendment to the Purchase and Assumption Agreement between Atlantic Capital Bank, N.A., and First Freedom Bank, dated January 29, 2016, which is incorporated by reference to Exhibit 10.40 to our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 30, 2016.
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10.41
|
Purchase and Assumption Agreement between Atlantic Capital Bank, N.A., and Athens Federal Community Bank, N.A., dated December 17, 2015, which is incorporated by reference to Exhibit 10.41 to our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 30, 2016.
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10.42
|
Amendment to the Purchase and Assumption Agreement between Atlantic Capital Bank, N.A., and Athens Federal Community Bank, N.A., dated December 17, 2015, which is incorporated by reference to Exhibit 10.42 to our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 30, 2016.
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10.43*
|
Form of Amendment to Warrant Agreement (Executives and Directors), which is incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 13, 2016.
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10.44*
|
Amended and Restated Atlantic Capital Bancshares, Inc. Executive Officer Long-Term Incentive Plan.
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21
|
Subsidiaries of Atlantic Capital Bancshares, Inc.
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23
|
Consent of Ernst & Young LLP, independent registered public accounting firm of Atlantic Capital Bancshares, Inc.
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31.1
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(b) under the Exchange Act, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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32.2
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(b) under the Exchange Act, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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101
|
The following materials from our Annual Report on Form 10-K for the year ended December 31, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets as of December 31, 2016 and December 31, 2015; (ii) the Consolidated Statements of Operations for the Years Ended December 31, 2016, December 31, 2015, and December 31, 2014; (iii) the Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2016, December 31, 2015, and December 31, 2014; (iv) Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2016, December 31, 2015, and December 31, 2014; (v) the Consolidated Statements of Cash Flows for the Years Ended December 31, 2016, December 31, 2015, and December 31, 2014; and (vi) the Notes to the Consolidated Financial Statements.
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1.
|
I have reviewed this annual report on Form 10-K of Atlantic Capital Bancshares, Inc.;
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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;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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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;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Douglas L. Williams
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Douglas L. Williams
|
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Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Atlantic Capital Bancshares, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
|
|
|
/s/ Patrick T. Oakes
|
|
Patrick T. Oakes
|
|
Executive Vice President, Chief Financial Officer and Secretary
|
|
|
(1)
|
the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2016 (the “Report”), as filed with the Securities and Exchange Commission, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
|
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company on the dates and for the periods presented therein.
|
|
||
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|
|
March 14, 2017
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|
/s/ Douglas L. Williams
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|
|
Douglas L. Williams
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
|
(1)
|
the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2016 (the “Report”), as filed with the Securities and Exchange Commission, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
|
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company on the dates and for the periods presented therein.
|
|
||
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|
|
March 14, 2017
|
|
/s/ Patrick T. Oakes
|
|
|
Patrick T. Oakes
|
|
|
Executive Vice President, Chief Financial Officer and Secretary
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|
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|