|
North Carolina
|
|
56-1421916
|
|||
(State or Other Jurisdiction of Incorporation or Organization)
|
|
(I.R.S. Employer Identification Number)
|
|||
|
|
|
|
|
|
300 SW Broad St.,
|
Southern Pines,
|
North Carolina
|
|
28387
|
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
|||
|
|
|
|
|
|
(Registrant's telephone number, including area code)
|
|
(910)
|
246-2500
|
Securities Registered Pursuant to Section 12(b) of the Act:
|
||
|
|
|
Title of each class
|
Trading Symbol
|
Name of each exchange on which registered
|
Common Stock, No Par Value
|
FBNC
|
The Nasdaq Global Select Market
|
|
|
|
Page
|
|
|
|
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
|
|
|
Item 16
|
||
|
|
|
|
*
|
Information called for by Part III (Items 10 through 14) is incorporated herein by reference to the Registrant’s definitive Proxy Statement for the 2020 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission on or before April 30, 2020.
|
County
|
|
Number of
Branches
|
|
Deposits
(in millions)
|
|
Market
Share
|
|
Number of
Competitors
|
|||
Alamance, NC
|
|
1
|
|
$
|
56
|
|
|
2.5
|
%
|
|
15
|
Beaufort, NC
|
|
2
|
|
81
|
|
|
10.8
|
%
|
|
7
|
|
Bladen, NC
|
|
1
|
|
35
|
|
|
10.3
|
%
|
|
4
|
|
Brunswick, NC
|
|
4
|
|
210
|
|
|
9.5
|
%
|
|
11
|
|
Buncombe, NC
|
|
8
|
|
560
|
|
|
10.1
|
%
|
|
16
|
|
Cabarrus, NC
|
|
2
|
|
56
|
|
|
2.3
|
%
|
|
11
|
|
Carteret, NC
|
|
2
|
|
63
|
|
|
4.4
|
%
|
|
8
|
|
Chatham, NC
|
|
2
|
|
50
|
|
|
7.3
|
%
|
|
9
|
|
Chesterfield, SC
|
|
1
|
|
48
|
|
|
11.2
|
%
|
|
6
|
|
Columbus, NC
|
|
2
|
|
66
|
|
|
5.9
|
%
|
|
5
|
|
Cumberland, NC
|
|
1
|
|
37
|
|
|
0.9
|
%
|
|
14
|
|
Dare, NC
|
|
1
|
|
26
|
|
|
2.6
|
%
|
|
8
|
|
Davidson, NC
|
|
2
|
|
143
|
|
|
5.5
|
%
|
|
10
|
|
Dillon, SC
|
|
3
|
|
68
|
|
|
21.7
|
%
|
|
4
|
|
Duplin, NC
|
|
3
|
|
173
|
|
|
19.5
|
%
|
|
6
|
|
Florence, SC
|
|
2
|
|
65
|
|
|
2.6
|
%
|
|
12
|
|
Forsyth, NC
|
|
4
|
|
62
|
|
|
0.2
|
%
|
|
16
|
|
Guilford, NC
|
|
6
|
|
442
|
|
|
4.2
|
%
|
|
19
|
|
Harnett, NC
|
|
3
|
|
138
|
|
|
13.6
|
%
|
|
9
|
|
Henderson, NC
|
|
2
|
|
77
|
|
|
3.9
|
%
|
|
12
|
|
Iredell, NC
|
|
3
|
|
73
|
|
|
2.2
|
%
|
|
19
|
|
Lee, NC
|
|
3
|
|
222
|
|
|
24.7
|
%
|
|
9
|
|
Madison, NC
|
|
1
|
|
43
|
|
|
43.8
|
%
|
|
1
|
|
McDowell, NC
|
|
1
|
|
71
|
|
|
19.2
|
%
|
|
5
|
|
Mecklenburg, NC
|
|
2
|
|
62
|
|
|
0.0
|
%
|
|
25
|
|
Montgomery, NC
|
|
2
|
|
122
|
|
|
40.5
|
%
|
|
2
|
|
Moore, NC
|
|
10
|
|
538
|
|
|
33.1
|
%
|
|
9
|
|
New Hanover, NC
|
|
5
|
|
246
|
|
|
2.7
|
%
|
|
20
|
|
Onslow, NC
|
|
2
|
|
103
|
|
|
8.8
|
%
|
|
10
|
|
Pitt, NC
|
|
1
|
|
35
|
|
|
1.4
|
%
|
|
15
|
|
Randolph, NC
|
|
3
|
|
165
|
|
|
9.8
|
%
|
|
11
|
|
Richmond, NC
|
|
1
|
|
61
|
|
|
14.5
|
%
|
|
5
|
|
Robeson, NC
|
|
4
|
|
209
|
|
|
20.1
|
%
|
|
8
|
|
Rockingham, NC
|
|
1
|
|
27
|
|
|
2.3
|
%
|
|
10
|
|
Rowan, NC
|
|
1
|
|
51
|
|
|
3.7
|
%
|
|
13
|
|
Scotland, NC
|
|
1
|
|
98
|
|
|
21.9
|
%
|
|
6
|
|
Stanly, NC
|
|
4
|
|
125
|
|
|
11.1
|
%
|
|
6
|
|
Transylvania, NC
|
|
1
|
|
23
|
|
|
4.7
|
%
|
|
6
|
|
Wake, NC
|
|
3
|
|
115
|
|
|
0.4
|
%
|
|
32
|
|
Brokered Deposits
|
|
—
|
|
86
|
|
|
|
|
|
||
Total
|
|
101
|
|
$
|
4,931
|
|
|
|
|
|
•
|
enhanced authority over troubled and failing banks and their holding companies;
|
•
|
increased capital and liquidity requirements;
|
•
|
increased regulatory examination fees; and
|
•
|
specific provisions designed to improve supervision and safety and soundness by imposing restrictions and limitations on the scope and type of banking and financial activities.
|
•
|
4.5% CET1 to risk-weighted assets;
|
•
|
6.0% Tier I capital (that is, CET1 plus Additional Tier I capital) to risk-weighted assets;
|
•
|
8.0% total capital (that is, Tier I capital plus Tier II capital) to risk-weighted assets; and
|
•
|
4.0% Tier I leverage ratio (that is Tier I capital) to quarterly average total assets.
|
•
|
4.5% CET1 to risk-weighted assets, plus the capital conservation buffer, effectively resulting in a minimum ratio of CET1 to risk-weighted assets of at least 7%;
|
•
|
6.0% Tier I capital to risk-weighted assets, plus the capital conservation buffer, effectively resulting in a minimum Tier I capital ratio of at least 8.5%;
|
•
|
8.0% total capital to risk-weighted assets, plus the capital conservation buffer, effectively resulting in a minimum total capital ratio of at least 10.5%; and
|
•
|
4.0% Tier I leverage ratio
|
•
|
CET1 Capital Ratio of at least 6.50%;
|
•
|
Tier I Capital Ratio of at least 8.00%;
|
•
|
Total Capital Ratio of at least 10.00%; and a
|
•
|
Leverage Ratio of at least 5.00%.
|
•
|
the possibility that expected benefits may not materialize in the timeframe expected or at all, or may be more costly to achieve;
|
•
|
incurring the time and expense associated with identifying and evaluating potential acquisitions and merger partners and negotiating potential transactions, resulting in management’s attention being diverted from the operation of our existing business;
|
•
|
using inaccurate estimates and judgments to evaluate credit, operations, management, and market risks with respect to the target institution or assets;
|
•
|
incurring the time and expense required to integrate the operations and personnel of the combined businesses;
|
•
|
the possibility that we will be unable to successfully implement integration strategies, due to challenges associated with integrating complex systems, technology, banking centers, and other assets of the acquired bank in a manner that minimizes any adverse effect on customers, suppliers, employees, and other constituencies;
|
•
|
the possibility of regulatory approval for the acquisition being delayed, impeded, restrictively conditioned or denied due to existing or new regulatory issues surrounding the Company, the target institution or the proposed combined entity as a result of, among other things, issues related to AML and Bank Secrecy Act compliance, fair lending laws, fair housing laws, consumer protection laws, unfair, deceptive, or abusive acts or practices regulations, or CRA requirements, and the possibility that any such issues associated with the target institution, which we may or may not be aware of at the time of the acquisition, could impact the combined entity after completion of the acquisition;
|
•
|
the possibility that the acquisition may not be timely completed, if at all;
|
•
|
creating an adverse short-term effect on our results of operations; and
|
•
|
losing key employees and customers as a result of an acquisition that is poorly received.
|
•
|
the ability to develop, maintain, and build upon long-term customer relationships based on top quality service, high ethical standards, and safe, sound assets;
|
•
|
the ability to expand our market position;
|
•
|
the scope, relevance, and pricing of products and services offered to meet customer needs and demands;
|
•
|
the rate at which we introduce new products and services relative to our competitors;
|
•
|
customer satisfaction with our level of service; and
|
•
|
industry and general economic trends.
|
|
Total Return Index Values (1)
December 31,
|
|||||||||||||||||
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|||||||
First Bancorp
|
$
|
100.00
|
|
|
103.32
|
|
|
151.99
|
|
|
199.71
|
|
|
186.73
|
|
|
231.53
|
|
Russell 2000
|
100.00
|
|
|
95.59
|
|
|
115.95
|
|
|
132.94
|
|
|
118.30
|
|
|
148.49
|
|
|
SNL Index-Banks between $5 billion and $10 billion
|
100.00
|
|
|
113.92
|
|
|
163.20
|
|
|
162.59
|
|
|
147.15
|
|
|
182.34
|
|
(1)
|
Total return indices were provided from an independent source, SNL Securities LP, Charlottesville, Virginia, and assume initial investment of $100 on December 31, 2014, reinvestment of dividends, and changes in market values. Total return index numerical values used in this example are for illustrative purposes only.
|
Issuer Purchases of Equity Securities
|
||||||||||||||
Period
|
|
Total Number of Shares
Purchased (2)
|
|
Average Price
Paid Per Share
|
|
Total Number of Shares
Purchased as Part of
Publicly Announced Plans
or Programs (1)
|
|
Maximum Number of Shares (or Approximate Dollar Value)
That May Yet Be Purchased
Under the Plans or Programs
(1)
|
||||||
Month #1 (October 1, 2019 to October 31, 2019)
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
15,000,120
|
|
Month #2 (November 1, 2019 to November 30, 2019)
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
40,000,000
|
|
Month #3 (December 1, 2019 to December 31, 2019)
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
40,000,000
|
|
Total
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
40,000,000
|
|
(1)
|
All shares available for repurchase are pursuant to publicly announced share repurchase authorizations. As of December 31, 2019, the Company had the authorization to repurchase up to $40 million of the Company’s stock, which was authorized and announced on November 19, 2019. The repurchase authorization has an expiration date of December 31, 2020.
|
(2)
|
The table above does not include shares that were used by option holders to satisfy the exercise price of the options issued by the Company to its employees and directors pursuant to the Company’s stock option plans. There were no such transactions in the three months ended December 31, 2019.
|
Financial Highlights
|
|
|
|
|
|
||||
($ in thousands except per share data)
|
2019
|
|
2018
|
|
Change
|
||||
Earnings
|
|
|
|
|
|
||||
Net interest income
|
$
|
216,204
|
|
|
207,430
|
|
|
4.2
|
%
|
Provision (reversal) for loan losses
|
2,263
|
|
|
(3,589
|
)
|
|
n/m
|
|
|
Noninterest income
|
59,529
|
|
|
58,942
|
|
|
1.0
|
%
|
|
Noninterest expenses
|
157,194
|
|
|
156,483
|
|
|
0.5
|
%
|
|
Income before income taxes
|
116,276
|
|
|
113,478
|
|
|
2.5
|
%
|
|
Income tax expense
|
24,230
|
|
|
24,189
|
|
|
0.2
|
%
|
|
Net income
|
$
|
92,046
|
|
|
89,289
|
|
|
3.1
|
%
|
|
|
|
|
|
|
||||
Net income per common share
|
|
|
|
|
|
||||
Basic
|
$
|
3.10
|
|
|
3.02
|
|
|
2.6
|
%
|
Diluted
|
3.10
|
|
|
3.01
|
|
|
3.0
|
%
|
|
|
|
|
|
|
|
||||
Balances At Year End
|
|
|
|
|
|
||||
Assets
|
$
|
6,143,639
|
|
|
5,864,116
|
|
|
4.8
|
%
|
Loans
|
4,453,466
|
|
|
4,249,064
|
|
|
4.8
|
%
|
|
Deposits
|
4,931,355
|
|
|
4,659,339
|
|
|
5.8
|
%
|
|
|
|
|
|
|
|
||||
Ratios
|
|
|
|
|
|
||||
Return on average assets
|
1.53
|
%
|
|
1.57
|
%
|
|
|
||
Return on average common equity
|
11.32
|
%
|
|
12.27
|
%
|
|
|
||
Net interest margin (taxable-equivalent)
|
4.00
|
%
|
|
4.09
|
%
|
|
|
||
|
|
|
|
|
|
||||
n/m – not meaningful
|
|
|
|
|
|
($ in thousands)
|
Year ended December 31,
|
||||||||
2019
|
|
2018
|
|
2017
|
|||||
Net interest income, as reported
|
$
|
216,204
|
|
|
207,430
|
|
|
164,711
|
|
Tax-equivalent adjustment
|
1,641
|
|
|
1,594
|
|
|
2,590
|
|
|
Net interest income, tax-equivalent
|
$
|
217,845
|
|
|
209,024
|
|
|
167,301
|
|
($ in thousands)
|
Year Ended
December 31,
2019
|
|
Year Ended
December 31,
2018
|
|
Year Ended
December 31,
2017
|
||||
Interest income – increased by accretion of loan discount on acquired loans
|
$
|
4,588
|
|
|
6,090
|
|
|
6,608
|
|
Interest income - increased by accretion of loan discount on retained SBA loans
|
1,386
|
|
|
861
|
|
|
234
|
|
|
Interest expense – reduced by premium amortization of deposits
|
190
|
|
|
372
|
|
|
384
|
|
|
Interest expense – increased by discount accretion of borrowings
|
(181
|
)
|
|
(181
|
)
|
|
(148
|
)
|
|
Impact on net interest income
|
$
|
5,983
|
|
|
7,142
|
|
|
7,078
|
|
|
|
For the year ended December 31,
|
||||||||
($ in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||
Commissions earned from:
|
|
|
|
|
|
|
|
|
|
|
Sales of investments, annuities, and long term care insurance
|
|
$
|
3,206
|
|
|
2,693
|
|
|
2,152
|
|
Sales of property and casualty insurance
|
|
5,289
|
|
|
6,038
|
|
|
3,148
|
|
|
Total
|
|
$
|
8,495
|
|
|
8,731
|
|
|
5,300
|
|
($ in thousands)
|
|
Balance at
beginning of
period
|
|
Internal
growth,
net
|
|
Balance at
end of
period
|
|
Total
percentage
growth
|
|||||
2019
|
|
|
|
|
|
|
|
|
|||||
Loans outstanding
|
|
$
|
4,249,064
|
|
|
204,402
|
|
|
4,453,466
|
|
|
4.8
|
%
|
|
|
|
|
|
|
|
|
|
|||||
Deposits – Noninterest-bearing
|
|
1,320,131
|
|
|
195,846
|
|
|
1,515,977
|
|
|
14.8
|
%
|
|
Deposits – Interest-bearing checking
|
|
916,374
|
|
|
(3,590
|
)
|
|
912,784
|
|
|
-0.4
|
%
|
|
Deposits – Money market
|
|
1,035,523
|
|
|
137,584
|
|
|
1,173,107
|
|
|
13.3
|
%
|
|
Deposits – Savings
|
|
432,389
|
|
|
(7,974
|
)
|
|
424,415
|
|
|
-1.8
|
%
|
|
Deposits – Brokered time
|
|
239,875
|
|
|
(153,734
|
)
|
|
86,141
|
|
|
-64.1
|
%
|
|
Deposits – Internet time
|
|
3,428
|
|
|
(2,730
|
)
|
|
698
|
|
|
-79.6
|
%
|
|
Deposits – Time >$100,000 – retail
|
|
447,619
|
|
|
115,489
|
|
|
563,108
|
|
|
25.8
|
%
|
|
Deposits – Time <$100,000 – retail
|
|
264,000
|
|
|
(8,875
|
)
|
|
255,125
|
|
|
-3.4
|
%
|
|
Total deposits
|
|
$
|
4,659,339
|
|
|
272,016
|
|
|
4,931,355
|
|
|
5.8
|
%
|
|
|
|
|
|
|
|
|
|
|||||
2018
|
|
|
|
|
|
|
|
|
|||||
Loans outstanding
|
|
$
|
4,042,369
|
|
|
206,695
|
|
|
4,249,064
|
|
|
5.1
|
%
|
|
|
|
|
|
|
|
|
|
|||||
Deposits – Noninterest-bearing
|
|
1,196,161
|
|
|
123,970
|
|
|
1,320,131
|
|
|
10.4
|
%
|
|
Deposits – Interest-bearing checking
|
|
884,254
|
|
|
32,120
|
|
|
916,374
|
|
|
3.6
|
%
|
|
Deposits – Money market
|
|
982,822
|
|
|
52,701
|
|
|
1,035,523
|
|
|
5.4
|
%
|
|
Deposits – Savings
|
|
454,860
|
|
|
(22,471
|
)
|
|
432,389
|
|
|
-4.9
|
%
|
|
Deposits – Brokered time
|
|
239,659
|
|
|
216
|
|
|
239,875
|
|
|
0.1
|
%
|
|
Deposits – Internet time
|
|
7,995
|
|
|
(4,567
|
)
|
|
3,428
|
|
|
-57.1
|
%
|
|
Deposits – Time >$100,000 – retail
|
|
347,862
|
|
|
99,757
|
|
|
447,619
|
|
|
28.7
|
%
|
|
Deposits – Time <$100,000 – retail
|
|
293,342
|
|
|
(29,342
|
)
|
|
264,000
|
|
|
-10.0
|
%
|
|
Total deposits
|
|
$
|
4,406,955
|
|
|
252,384
|
|
|
4,659,339
|
|
|
5.7
|
%
|
(1)
|
Ratings issued by Moody’s
|
(2)
|
Rating issued by Kroll Bond Rating Agency.
|
($ in thousands)
|
At December 31,
2019
|
|
At December 31,
2018
|
|||
Commercial, financial, and agricultural
|
$
|
5,518
|
|
|
919
|
|
Real estate – construction, land development, and other land loans
|
1,067
|
|
|
2,265
|
|
|
Real estate – mortgage – residential (1-4 family) first mortgages
|
7,552
|
|
|
10,115
|
|
|
Real estate – mortgage – home equity loans/lines of credit
|
1,797
|
|
|
1,685
|
|
|
Real estate – mortgage – commercial and other
|
8,820
|
|
|
7,452
|
|
|
Installment loans to individuals
|
112
|
|
|
139
|
|
|
Total nonaccrual loans
|
$
|
24,866
|
|
|
22,575
|
|
$ in thousands
|
At December 31, 2019
|
|
At December 31, 2018
|
|||
Vacant land and farmland
|
$
|
1,752
|
|
|
2,035
|
|
1-4 family residential properties
|
974
|
|
|
2,311
|
|
|
Commercial real estate
|
1,147
|
|
|
3,094
|
|
|
Total foreclosed real estate
|
$
|
3,873
|
|
|
7,440
|
|
|
2019
|
|
2018
|
|
2017
|
|||
Noninterest-bearing checking accounts
|
31
|
%
|
|
28
|
%
|
|
27
|
%
|
Interest-bearing checking accounts
|
18
|
%
|
|
20
|
%
|
|
20
|
%
|
Money market deposits
|
24
|
%
|
|
22
|
%
|
|
22
|
%
|
Savings deposits
|
9
|
%
|
|
9
|
%
|
|
10
|
%
|
Time deposits - Brokered
|
2
|
%
|
|
5
|
%
|
|
6
|
%
|
Time deposits > $100,000 – retail
|
11
|
%
|
|
10
|
%
|
|
8
|
%
|
Time deposits < $100,000 – retail
|
5
|
%
|
|
6
|
%
|
|
7
|
%
|
Total deposits
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Table 1 Selected Consolidated Financial Data
|
|||||||||||||||
|
|
||||||||||||||
($ in thousands, except per share and nonfinancial data)
|
Year Ended December 31,
|
||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||
Income Statement Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
$
|
250,107
|
|
|
231,207
|
|
|
177,382
|
|
|
130,987
|
|
|
126,655
|
|
Interest expense
|
33,903
|
|
|
23,777
|
|
|
12,671
|
|
|
7,607
|
|
|
6,908
|
|
|
Net interest income
|
216,204
|
|
|
207,430
|
|
|
164,711
|
|
|
123,380
|
|
|
119,747
|
|
|
Provision (reversal) for loan losses
|
2,263
|
|
|
(3,589
|
)
|
|
723
|
|
|
(23
|
)
|
|
(780
|
)
|
|
Net interest income after provision
|
213,941
|
|
|
211,019
|
|
|
163,988
|
|
|
123,403
|
|
|
120,527
|
|
|
Noninterest income
|
59,529
|
|
|
58,942
|
|
|
49,232
|
|
|
26,176
|
|
|
20,250
|
|
|
Noninterest expense
|
157,194
|
|
|
156,483
|
|
|
145,481
|
|
|
107,446
|
|
|
99,617
|
|
|
Income before income taxes
|
116,276
|
|
|
113,478
|
|
|
67,739
|
|
|
42,133
|
|
|
41,160
|
|
|
Income taxes
|
24,230
|
|
|
24,189
|
|
|
21,767
|
|
|
14,624
|
|
|
14,126
|
|
|
Net income
|
92,046
|
|
|
89,289
|
|
|
45,972
|
|
|
27,509
|
|
|
27,034
|
|
|
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(175
|
)
|
|
(603
|
)
|
|
Net income available to common shareholders
|
92,046
|
|
|
89,289
|
|
|
45,972
|
|
|
27,334
|
|
|
26,431
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Earnings per common share – basic
|
3.10
|
|
|
3.02
|
|
|
1.82
|
|
|
1.37
|
|
|
1.34
|
|
|
Earnings per common share – diluted
|
3.10
|
|
|
3.01
|
|
|
1.82
|
|
|
1.33
|
|
|
1.30
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||
Per Share Data (Common)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends declared – common
|
$
|
0.54
|
|
|
0.40
|
|
|
0.32
|
|
|
0.32
|
|
|
0.32
|
|
Market Price
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High
|
41.34
|
|
|
43.14
|
|
|
41.76
|
|
|
28.49
|
|
|
19.92
|
|
|
Low
|
31.22
|
|
|
30.50
|
|
|
26.47
|
|
|
17.15
|
|
|
15.00
|
|
|
Close
|
39.91
|
|
|
32.66
|
|
|
35.31
|
|
|
27.14
|
|
|
18.74
|
|
|
Stated book value – common
|
28.80
|
|
|
25.71
|
|
|
23.38
|
|
|
17.66
|
|
|
16.96
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||
Selected Balance Sheet Data (at year end)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
$
|
6,143,639
|
|
|
5,864,116
|
|
|
5,547,037
|
|
|
3,614,862
|
|
|
3,362,065
|
|
Loans – non-covered
|
4,453,466
|
|
|
4,249,064
|
|
|
4,042,369
|
|
|
2,710,712
|
|
|
2,416,285
|
|
|
Loans – covered (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
102,641
|
|
|
Total loans
|
4,453,466
|
|
|
4,249,064
|
|
|
4,042,369
|
|
|
2,710,712
|
|
|
2,518,926
|
|
|
Allowance for loan losses
|
21,398
|
|
|
21,039
|
|
|
23,298
|
|
|
23,781
|
|
|
28,583
|
|
|
Intangible assets
|
251,585
|
|
|
255,480
|
|
|
257,507
|
|
|
79,475
|
|
|
67,171
|
|
|
Deposits
|
4,931,355
|
|
|
4,659,339
|
|
|
4,406,955
|
|
|
2,947,353
|
|
|
2,811,285
|
|
|
Borrowings
|
300,671
|
|
|
406,609
|
|
|
407,543
|
|
|
271,394
|
|
|
186,394
|
|
|
Total shareholders’ equity
|
852,401
|
|
|
764,230
|
|
|
692,979
|
|
|
368,101
|
|
|
342,190
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||
Selected Average Balances
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
$
|
6,027,047
|
|
|
5,693,760
|
|
|
4,590,786
|
|
|
3,422,267
|
|
|
3,230,302
|
|
Loans
|
4,346,331
|
|
|
4,161,838
|
|
|
3,420,939
|
|
|
2,603,327
|
|
|
2,434,602
|
|
|
Earning assets
|
5,448,400
|
|
|
5,112,436
|
|
|
4,101,949
|
|
|
3,108,918
|
|
|
2,936,624
|
|
|
Deposits
|
4,824,216
|
|
|
4,516,811
|
|
|
3,696,730
|
|
|
2,827,513
|
|
|
2,687,381
|
|
|
Interest-bearing liabilities
|
3,720,536
|
|
|
3,663,077
|
|
|
3,025,401
|
|
|
2,324,823
|
|
|
2,218,246
|
|
|
Shareholders’ equity
|
812,823
|
|
|
727,920
|
|
|
533,205
|
|
|
360,715
|
|
|
376,287
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||
Ratios
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on average assets
|
1.53
|
%
|
|
1.57
|
%
|
|
1.00
|
%
|
|
0.80
|
%
|
|
0.82
|
%
|
|
Return on average common equity
|
11.32
|
%
|
|
12.27
|
%
|
|
8.62
|
%
|
|
7.73
|
%
|
|
8.04
|
%
|
|
Net interest margin (taxable-equivalent basis)
|
4.00
|
%
|
|
4.09
|
%
|
|
4.08
|
%
|
|
4.03
|
%
|
|
4.13
|
%
|
|
Loans to deposits at year end
|
90.31
|
%
|
|
91.19
|
%
|
|
91.73
|
%
|
|
91.97
|
%
|
|
89.60
|
%
|
|
Allowance for loan losses to total loans
|
0.48
|
%
|
|
0.50
|
%
|
|
0.58
|
%
|
|
0.88
|
%
|
|
1.13
|
%
|
|
Nonperforming assets to total assets at year end
|
0.62
|
%
|
|
0.74
|
%
|
|
0.96
|
%
|
|
1.64
|
%
|
|
2.66
|
%
|
|
Net charge-offs (recoveries) to average total loans
|
0.04
|
%
|
|
(0.03
|
%)
|
|
0.04
|
%
|
|
0.14
|
%
|
|
0.46
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Nonfinancial Data – number of branches
|
101
|
|
|
101
|
|
|
104
|
|
|
88
|
|
|
88
|
|
|
Nonfinancial Data – number of employees (FTEs)
|
1,088
|
|
|
1,076
|
|
|
1,140
|
|
|
834
|
|
|
812
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Effective September 22, 2016, all FDIC loss share agreements were terminated, and accordingly, assets previously covered under those agreements became non-covered on that date.
|
(1)
|
Average loans include nonaccruing loans, the effect of which is to lower the average rate shown. Interest earned includes recognized net loan fees in the amounts of $1,264, $1,905, and $536 for 2019, 2018, and 2017, respectively.
|
(2)
|
Includes accretion of discount on acquired and SBA loans of $5,974, $7,812, and $7,076 in 2019, 2018, and 2017, respectively.
|
(3)
|
Includes tax-equivalent adjustments of $1,641, $1,594, and $2,590 in 2019, 2018, and 2017, respectively, to reflect the federal and state tax benefit that we receive related to tax-exempt securities and tax-exempt loans, which carry interest rates lower than similar taxable investments/loans due to their tax exempt status. This amount has been computed assuming a 23% tax rate for 2019 and 2018 and 37% for 2017 and is reduced by the related nondeductible portion of interest expense.
|
(4)
|
We completed two significant acquisitions in 2017 that impacts the comparability between the 2017 and 2018 information presented. See section "Net Interest Income" above for further discussion.
|
|
|
|
|
54
|
|
Table 3 Volume and Rate Variance Analysis
|
||||||||||||||||||
|
Year Ended December 31, 2019
|
|
Year Ended December 31, 2018
|
|||||||||||||||
|
Change Attributable to
|
|
|
|
Change Attributable to
|
|
|
|||||||||||
($ in thousands)
|
Changes
in Volumes
|
|
Changes
in Rates
|
|
Total
Increase
(Decrease)
|
|
Changes
in Volumes
|
|
Changes
in Rates
|
|
Total
Increase
(Decrease)
|
|||||||
Interest income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans
|
$
|
9,310
|
|
|
2,865
|
|
|
12,175
|
|
|
36,299
|
|
|
8,572
|
|
|
44,871
|
|
Taxable securities
|
7,952
|
|
|
1,291
|
|
|
9,243
|
|
|
2,824
|
|
|
807
|
|
|
3,631
|
|
|
Non-taxable securities
|
(566
|
)
|
|
91
|
|
|
(475
|
)
|
|
(151
|
)
|
|
(44
|
)
|
|
(195
|
)
|
|
Short-term investments, primarily overnight funds
|
(2,979
|
)
|
|
936
|
|
|
(2,043
|
)
|
|
2,945
|
|
|
2,573
|
|
|
5,518
|
|
|
Total interest income
|
13,717
|
|
|
5,183
|
|
|
18,900
|
|
|
41,917
|
|
|
11,908
|
|
|
53,825
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Interest-bearing checking accounts
|
20
|
|
|
451
|
|
|
471
|
|
|
128
|
|
|
282
|
|
|
410
|
|
|
Money market accounts
|
419
|
|
|
3,310
|
|
|
3,729
|
|
|
505
|
|
|
1,191
|
|
|
1,696
|
|
|
Savings accounts
|
(51
|
)
|
|
330
|
|
|
279
|
|
|
106
|
|
|
101
|
|
|
207
|
|
|
Time deposits >$100,000
|
1,016
|
|
|
4,229
|
|
|
5,245
|
|
|
1,438
|
|
|
2,913
|
|
|
4,351
|
|
|
Other time deposits
|
(84
|
)
|
|
919
|
|
|
835
|
|
|
48
|
|
|
235
|
|
|
283
|
|
|
Total interest-bearing deposits
|
1,320
|
|
|
9,239
|
|
|
10,559
|
|
|
2,225
|
|
|
4,722
|
|
|
6,947
|
|
|
Borrowings
|
(1,835
|
)
|
|
1,402
|
|
|
(433
|
)
|
|
1,561
|
|
|
2,598
|
|
|
4,159
|
|
|
Total interest expense
|
(515
|
)
|
|
10,641
|
|
|
10,126
|
|
|
3,786
|
|
|
7,320
|
|
|
11,106
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net interest income
|
$
|
14,232
|
|
|
(5,458
|
)
|
|
8,774
|
|
|
38,131
|
|
|
4,588
|
|
|
42,719
|
|
Table 4 Noninterest Income
|
||||||||||
|
|
Year Ended December 31,
|
||||||||
($ in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||
Service charges on deposit accounts
|
|
$
|
12,970
|
|
|
12,690
|
|
|
11,862
|
|
Interchange fees (1)
|
|
13,814
|
|
|
11,995
|
|
|
7,732
|
|
|
Other service charges, commissions, and fees
|
|
5,667
|
|
|
4,493
|
|
|
6,671
|
|
|
Fees from presold mortgage loans
|
|
3,944
|
|
|
2,735
|
|
|
5,695
|
|
|
Commissions from sales of insurance and financial products
|
|
8,495
|
|
|
8,731
|
|
|
5,300
|
|
|
SBA consulting fees
|
|
3,872
|
|
|
4,675
|
|
|
4,024
|
|
|
SBA loan sale gains
|
|
8,275
|
|
|
10,366
|
|
|
5,479
|
|
|
Bank-owned life insurance income
|
|
2,564
|
|
|
2,534
|
|
|
2,321
|
|
|
Securities gains (losses), net
|
|
97
|
|
|
—
|
|
|
(235
|
)
|
|
Other gains (losses), net
|
|
(169
|
)
|
|
723
|
|
|
383
|
|
|
Noninterest income
|
|
$
|
59,529
|
|
|
58,942
|
|
|
49,232
|
|
Non-GAAP adjustments - Exclude:
|
|
|
|
|
|
|
||||
Securities (gains) losses, net
|
|
(97
|
)
|
|
—
|
|
|
235
|
|
|
Other (gains) losses, net
|
|
169
|
|
|
(723
|
)
|
|
(383
|
)
|
|
Adjusted noninterest income
|
|
$
|
59,601
|
|
|
58,219
|
|
|
49,084
|
|
|
|
|
|
55
|
|
Table 5 Noninterest Expenses
|
|||||||||
|
Year Ended December 31,
|
||||||||
($ in thousands)
|
2019
|
|
2018
|
|
2017
|
||||
|
|
|
|
|
|
||||
Salaries
|
$
|
79,129
|
|
|
75,077
|
|
|
66,786
|
|
Employee benefits
|
16,844
|
|
|
16,888
|
|
|
15,313
|
|
|
Total personnel expense
|
95,973
|
|
|
91,965
|
|
|
82,099
|
|
|
Occupancy expense
|
11,122
|
|
|
10,793
|
|
|
9,661
|
|
|
Equipment related expenses
|
5,023
|
|
|
5,627
|
|
|
4,480
|
|
|
Merger and acquisition expenses
|
192
|
|
|
2,358
|
|
|
8,073
|
|
|
Amortization of intangible assets
|
4,858
|
|
|
5,917
|
|
|
4,033
|
|
|
Dues and subscriptions expense (includes software licenses)
|
4,250
|
|
|
3,431
|
|
|
1,969
|
|
|
Data processing expense
|
3,130
|
|
|
3,234
|
|
|
2,910
|
|
|
Telephone and data lines
|
3,057
|
|
|
3,024
|
|
|
2,470
|
|
|
Marketing expense
|
2,727
|
|
|
3,065
|
|
|
2,549
|
|
|
Stationery and supplies
|
1,830
|
|
|
2,582
|
|
|
2,399
|
|
|
Outside consultants
|
1,508
|
|
|
1,820
|
|
|
2,511
|
|
|
FDIC insurance expense
|
344
|
|
|
2,333
|
|
|
2,350
|
|
|
Interchange expense (1)
|
—
|
|
|
—
|
|
|
2,797
|
|
|
Non-credit losses
|
974
|
|
|
960
|
|
|
887
|
|
|
Foreclosed property losses, net
|
939
|
|
|
565
|
|
|
531
|
|
|
Other operating expenses
|
21,267
|
|
|
18,809
|
|
|
15,762
|
|
|
Total
|
$
|
157,194
|
|
|
156,483
|
|
|
145,481
|
|
|
|
|
|
56
|
|
Table 8 Securities Portfolio Composition
|
|||||||||
|
As of December 31,
|
||||||||
($ in thousands)
|
2019
|
|
2018
|
|
2017
|
||||
Securities available for sale:
|
|
|
|
|
|
|
|
|
|
Government-sponsored enterprise securities
|
$
|
20,009
|
|
|
82,662
|
|
|
13,867
|
|
Mortgage-backed securities
|
767,285
|
|
|
385,551
|
|
|
295,213
|
|
|
Corporate bonds
|
34,651
|
|
|
33,138
|
|
|
34,190
|
|
|
Equity securities
|
—
|
|
|
—
|
|
|
—
|
|
|
Total securities available for sale
|
821,945
|
|
|
501,351
|
|
|
343,270
|
|
|
|
|
|
|
|
|
||||
Securities held to maturity:
|
|
|
|
|
|
|
|
|
|
Mortgage-backed securities
|
41,423
|
|
|
52,048
|
|
|
63,829
|
|
|
State and local governments
|
26,509
|
|
|
49,189
|
|
|
54,674
|
|
|
Total securities held to maturity
|
67,932
|
|
|
101,237
|
|
|
118,503
|
|
|
|
|
|
|
|
|
||||
Total securities
|
$
|
889,877
|
|
|
602,588
|
|
|
461,773
|
|
|
|
|
|
|
|
||||
Average total securities during year
|
$
|
751,635
|
|
|
470,301
|
|
|
358,957
|
|
|
|
|
|
57
|
|
(1)
|
Yields on tax-exempt investments have been adjusted to a taxable equivalent basis using a 22.98% tax rate.
|
(2)
|
Mortgage-backed securities are shown maturing in the periods consistent with their estimated lives based on expected prepayment speeds.
|
|
|
|
|
58
|
|
Table 10 Loan Portfolio Composition
|
|||||||||||||||||||||||||||||||||||
|
|
As of December 31,
|
|||||||||||||||||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||||||||||||
($ in thousands)
|
|
Amount
|
|
% of
Total
Loans
|
|
Amount
|
|
% of
Total
Loans
|
|
Amount
|
|
% of
Total
Loans
|
|
Amount
|
|
% of
Total
Loans
|
|
Amount
|
|
% of
Total
Loans
|
|||||||||||||||
Commercial, financial, and agricultural
|
|
$
|
504,271
|
|
|
11
|
%
|
|
$
|
457,037
|
|
|
11
|
%
|
|
$
|
381,130
|
|
|
10
|
%
|
|
$
|
261,813
|
|
|
9
|
%
|
|
$
|
202,671
|
|
|
8
|
%
|
Real estate – construction, land development & other land loans
|
|
530,866
|
|
|
12
|
%
|
|
518,976
|
|
|
12
|
%
|
|
539,020
|
|
|
13
|
%
|
|
354,667
|
|
|
13
|
%
|
|
308,969
|
|
|
12
|
%
|
|||||
Real estate – mortgage – residential (1-4 family) first mortgages
|
|
1,105,014
|
|
|
25
|
%
|
|
1,054,176
|
|
|
25
|
%
|
|
972,772
|
|
|
24
|
%
|
|
750,679
|
|
|
28
|
%
|
|
768,559
|
|
|
31
|
%
|
|||||
Real estate – mortgage – home equity loans / lines of credit
|
|
337,922
|
|
|
8
|
%
|
|
359,162
|
|
|
8
|
%
|
|
379,978
|
|
|
9
|
%
|
|
239,105
|
|
|
9
|
%
|
|
232,601
|
|
|
9
|
%
|
|||||
Real estate – mortgage – commercial and other
|
|
1,917,280
|
|
|
43
|
%
|
|
1,787,022
|
|
|
42
|
%
|
|
1,696,107
|
|
|
42
|
%
|
|
1,049,460
|
|
|
39
|
%
|
|
957,587
|
|
|
38
|
%
|
|||||
Installment loans to individuals
|
|
56,172
|
|
|
1
|
%
|
|
71,392
|
|
|
2
|
%
|
|
74,348
|
|
|
2
|
%
|
|
55,037
|
|
|
2
|
%
|
|
47,666
|
|
|
2
|
%
|
|||||
Loans, gross
|
|
4,451,525
|
|
|
100
|
%
|
|
4,247,765
|
|
|
100
|
%
|
|
4,043,355
|
|
|
100
|
%
|
|
2,710,761
|
|
|
100
|
%
|
|
2,518,053
|
|
|
100
|
%
|
|||||
Unamortized net deferred loan costs (fees)
|
|
1,941
|
|
|
|
|
|
1,299
|
|
|
|
|
|
(986
|
)
|
|
|
|
|
(49
|
)
|
|
|
|
|
873
|
|
|
|
|
|||||
Total loans
|
|
4,453,466
|
|
|
|
|
|
4,249,064
|
|
|
|
|
|
4,042,369
|
|
|
|
|
|
2,710,712
|
|
|
|
|
|
2,518,926
|
|
|
|
|
Table 11 Loan Maturities
|
|||||||||||||||||||||||||||
|
As of December 31, 2019
|
||||||||||||||||||||||||||
|
Due within
one year
|
|
Due after one year but
within five years
|
|
Due after five
years
|
|
Total
|
||||||||||||||||||||
($ in thousands)
|
Amount
|
|
Yield
|
|
Amount
|
|
Yield
|
|
Amount
|
|
Yield
|
|
Amount
|
|
Yield
|
||||||||||||
Variable Rate Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commercial, financial, and agricultural
|
$
|
66,540
|
|
|
5.34
|
%
|
|
$
|
32,764
|
|
|
4.92
|
%
|
|
$
|
56,650
|
|
|
7.37
|
%
|
|
$
|
155,954
|
|
|
5.99
|
%
|
Real estate – construction only
|
61,572
|
|
|
5.65
|
%
|
|
92,132
|
|
|
4.78
|
%
|
|
25,950
|
|
|
6.66
|
%
|
|
179,654
|
|
|
5.35
|
%
|
||||
Real estate – all other mortgage
|
93,514
|
|
|
5.10
|
%
|
|
237,609
|
|
|
4.99
|
%
|
|
419,536
|
|
|
4.80
|
%
|
|
750,659
|
|
|
4.90
|
%
|
||||
Real estate – home equity loans/ line of credit
|
11,390
|
|
|
5.13
|
%
|
|
69,679
|
|
|
5.07
|
%
|
|
238,395
|
|
|
4.92
|
%
|
|
319,464
|
|
|
4.96
|
%
|
||||
Consumer, primarily installment loans to individuals
|
3,126
|
|
|
5.72
|
%
|
|
34,258
|
|
|
10.28
|
%
|
|
2,991
|
|
|
6.64
|
%
|
|
40,375
|
|
|
9.66
|
%
|
||||
Total at variable rates
|
236,142
|
|
|
5.32
|
%
|
|
466,442
|
|
|
5.34
|
%
|
|
743,522
|
|
|
5.11
|
%
|
|
1,446,106
|
|
|
5.22
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed Rate Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commercial, financial, and agricultural
|
18,884
|
|
|
4.37
|
%
|
|
153,070
|
|
|
4.46
|
%
|
|
165,907
|
|
|
3.45
|
%
|
|
337,861
|
|
|
3.96
|
%
|
||||
Real estate – construction only
|
75,201
|
|
|
4.12
|
%
|
|
85,639
|
|
|
4.96
|
%
|
|
48,234
|
|
|
4.62
|
%
|
|
209,074
|
|
|
4.58
|
%
|
||||
Real estate – all other mortgage
|
177,065
|
|
|
4.60
|
%
|
|
1,152,485
|
|
|
4.71
|
%
|
|
1,073,449
|
|
|
4.28
|
%
|
|
2,402,999
|
|
|
4.51
|
%
|
||||
Consumer, primarily installment loans to individuals
|
2,580
|
|
|
5.43
|
%
|
|
21,425
|
|
|
6.22
|
%
|
|
8,555
|
|
|
10.11
|
%
|
|
32,560
|
|
|
7.18
|
%
|
||||
Total at fixed rates
|
273,730
|
|
|
4.46
|
%
|
|
1,412,619
|
|
|
4.72
|
%
|
|
1,296,145
|
|
|
4.22
|
%
|
|
2,982,494
|
|
|
4.48
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Subtotal
|
509,872
|
|
|
4.86
|
%
|
|
1,879,061
|
|
|
4.87
|
%
|
|
2,039,667
|
|
|
4.54
|
%
|
|
4,428,600
|
|
|
4.72
|
%
|
||||
Nonaccrual loans
|
24,866
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
24,866
|
|
|
|
|
||||
Total loans
|
$
|
534,738
|
|
|
|
|
|
$
|
1,879,061
|
|
|
|
|
|
$
|
2,039,667
|
|
|
|
|
|
$
|
4,453,466
|
|
|
|
|
|
|
|
|
59
|
|
Table 12 Nonperforming Assets
|
|||||||||||||||
|
As of December 31,
|
||||||||||||||
($ in thousands)
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||
Non-covered nonperforming assets (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonaccrual loans
|
$
|
24,866
|
|
|
22,575
|
|
|
20,968
|
|
|
27,468
|
|
|
39,994
|
|
Restructured loans - accruing
|
9,053
|
|
|
13,418
|
|
|
19,834
|
|
|
22,138
|
|
|
28,011
|
|
|
Accruing loans >90 days past due
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total non-covered nonperforming loans
|
33,919
|
|
|
35,993
|
|
|
40,802
|
|
|
49,606
|
|
|
68,005
|
|
|
Foreclosed properties
|
3,873
|
|
|
7,440
|
|
|
12,571
|
|
|
9,532
|
|
|
9,188
|
|
|
Total non-covered nonperforming assets
|
$
|
37,792
|
|
|
43,433
|
|
|
53,373
|
|
|
59,138
|
|
|
77,193
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Purchased credit impaired loans not included above (2)
|
$
|
12,664
|
|
|
17,393
|
|
|
23,165
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Covered nonperforming assets (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonaccrual loans
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,816
|
|
Restructured loans – accruing
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,478
|
|
|
Accruing loans >90 days past due
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total covered nonperforming loans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,294
|
|
|
Foreclosed properties
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
806
|
|
|
Total covered nonperforming assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,100
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total nonperforming assets
|
$
|
37,792
|
|
|
43,433
|
|
|
53,373
|
|
|
59,138
|
|
|
89,293
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Asset Quality Ratios – All Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonperforming loans to total loans
|
0.76
|
%
|
|
0.85
|
%
|
|
1.01
|
%
|
|
1.83
|
%
|
|
3.15
|
%
|
|
Nonperforming assets to total loans and foreclosed real estate
|
0.85
|
%
|
|
1.02
|
%
|
|
1.32
|
%
|
|
2.17
|
%
|
|
3.53
|
%
|
|
Nonperforming assets to total assets
|
0.62
|
%
|
|
0.74
|
%
|
|
0.96
|
%
|
|
1.64
|
%
|
|
2.66
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Asset Quality Ratios – Based on Non-covered Assets only
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-covered nonperforming loans to non-covered loans
|
0.76
|
%
|
|
0.85
|
%
|
|
1.01
|
%
|
|
1.83
|
%
|
|
2.81
|
%
|
|
Non-covered nonperforming assets to non-covered loans and non-covered foreclosed real estate
|
0.85
|
%
|
|
1.02
|
%
|
|
1.32
|
%
|
|
2.17
|
%
|
|
3.18
|
%
|
|
Non-covered nonperforming assets to total non-covered assets
|
0.62
|
%
|
|
0.74
|
%
|
|
0.96
|
%
|
|
1.64
|
%
|
|
2.37
|
%
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Covered nonperforming assets consisted of assets that were included in loss share agreements with the FDIC. In 2016, approximately $7.0 million of nonaccrual loans and $1.6 million of foreclosed real estate were transferred from covered to non-covered status upon expirations/terminations of FDIC loss-share agreements.
|
(2)
|
In the March 3, 2017 acquisition of Carolina Bank and the October 1, 2017 acquisition of Asheville Savings Bank, the Company acquired $19.3 million and $9.9 million, respectively, in purchased credit impaired loans in accordance with ASC 310-30 accounting guidance. These loans are excluded from the nonperforming loan amounts.
|
|
|
|
|
60
|
|
(1)
|
The counties comprising each region are as follows:
|
|
|
|
|
61
|
|
(1)
|
During 2016, all FDIC loss share agreements were terminated, and accordingly, there were no covered loans at December 31, 2019, 2018, 2017 and 2016.
|
|
|
|
|
62
|
|
(1)
|
On September 22, 2016, all FDIC loss-share agreements were terminated, and accordingly, assets previously covered under those agreements became non-covered on that date.
|
|
|
|
|
63
|
|
Table 15 Average Deposits
|
||||||||||||||||||||
|
Year Ended December 31,
|
|||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
($ in thousands)
|
Average
Amount
|
|
Average
Rate
|
|
Average
Amount
|
|
Average
Rate
|
|
Average
Amount
|
|
Average
Rate
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest-bearing checking accounts
|
$
|
891,766
|
|
|
0.15
|
%
|
|
$
|
875,751
|
|
|
0.10
|
%
|
|
$
|
722,286
|
|
|
0.07
|
%
|
Money market accounts
|
1,111,599
|
|
|
0.63
|
%
|
|
1,023,162
|
|
|
0.32
|
%
|
|
825,015
|
|
|
0.19
|
%
|
|||
Savings accounts
|
419,450
|
|
|
0.29
|
%
|
|
439,880
|
|
|
0.21
|
%
|
|
385,967
|
|
|
0.19
|
%
|
|||
Time deposits >$100,000
|
704,332
|
|
|
1.93
|
%
|
|
641,516
|
|
|
1.30
|
%
|
|
504,349
|
|
|
0.79
|
%
|
|||
Other time deposits
|
260,741
|
|
|
0.73
|
%
|
|
275,904
|
|
|
0.38
|
%
|
|
261,910
|
|
|
0.30
|
%
|
|||
Total interest-bearing deposits
|
3,387,888
|
|
|
0.74
|
%
|
|
3,256,213
|
|
|
0.45
|
%
|
|
2,699,527
|
|
|
0.28
|
%
|
|||
Noninterest-bearing checking accounts
|
1,436,329
|
|
|
—
|
|
|
1,260,598
|
|
|
—
|
|
|
997,203
|
|
|
—
|
|
|||
Total deposits
|
4,824,217
|
|
|
0.52
|
%
|
|
4,516,811
|
|
|
0.32
|
%
|
|
3,696,730
|
|
|
0.20
|
%
|
|
|
|
|
64
|
|
Table 17 Interest Rate Sensitivity Analysis
|
|||||||||||||||
|
Repricing schedule for interest-earning assets and interest-bearing
liabilities held as of December 31, 2019
|
||||||||||||||
($ in thousands)
|
3 Months
or Less
|
|
Over 3 to 12
Months
|
|
Total Within
12 Months
|
|
Over 12
Months
|
|
Total
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||
Earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans (1)
|
$
|
1,276,946
|
|
|
246,858
|
|
|
1,523,804
|
|
|
2,929,662
|
|
|
4,453,466
|
|
Securities available for sale (2)
|
64,205
|
|
|
120,603
|
|
|
184,808
|
|
|
637,137
|
|
|
821,945
|
|
|
Securities held to maturity (2)
|
16,376
|
|
|
17,444
|
|
|
33,820
|
|
|
34,112
|
|
|
67,932
|
|
|
Other earning assets, primarily short-term investments
|
202,284
|
|
|
—
|
|
|
202,284
|
|
|
17,591
|
|
|
219,875
|
|
|
Total earning assets
|
$
|
1,559,811
|
|
|
384,905
|
|
|
1,944,716
|
|
|
3,618,502
|
|
|
5,563,218
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Percent of total earning assets
|
28.04
|
%
|
|
6.92
|
%
|
|
34.96
|
%
|
|
65.04
|
%
|
|
100.00
|
%
|
|
Cumulative percent of total earning assets
|
28.04
|
%
|
|
34.96
|
%
|
|
34.96
|
%
|
|
100.00
|
%
|
|
100.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing checking accounts
|
$
|
912,784
|
|
|
—
|
|
|
912,784
|
|
|
—
|
|
|
912,784
|
|
Money market accounts
|
1,173,107
|
|
|
—
|
|
|
1,173,107
|
|
|
—
|
|
|
1,173,107
|
|
|
Savings accounts
|
424,415
|
|
|
—
|
|
|
424,415
|
|
|
—
|
|
|
424,415
|
|
|
Time deposits of $100,000 or more
|
230,216
|
|
|
334,968
|
|
|
565,184
|
|
|
84,763
|
|
|
649,947
|
|
|
Other time deposits
|
77,471
|
|
|
127,250
|
|
|
204,721
|
|
|
50,404
|
|
|
255,125
|
|
|
Borrowings
|
255,234
|
|
|
40,594
|
|
|
295,828
|
|
|
4,843
|
|
|
300,671
|
|
|
Total interest-bearing liabilities
|
$
|
3,073,227
|
|
|
502,812
|
|
|
3,576,039
|
|
|
140,010
|
|
|
3,716,049
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Percent of total interest-bearing liabilities
|
82.70
|
%
|
|
13.53
|
%
|
|
96.23
|
%
|
|
3.77
|
%
|
|
100.00
|
%
|
|
Cumulative percent of total interest-bearing liabilities
|
82.70
|
%
|
|
96.23
|
%
|
|
96.23
|
%
|
|
100.00
|
%
|
|
100.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest sensitivity gap
|
$
|
(1,513,416
|
)
|
|
(117,907
|
)
|
|
(1,631,323
|
)
|
|
3,478,492
|
|
|
1,847,169
|
|
Cumulative interest sensitivity gap
|
$
|
(1,513,416
|
)
|
|
(1,631,323
|
)
|
|
(1,631,323
|
)
|
|
1,847,169
|
|
|
1,847,169
|
|
Cumulative interest sensitivity gap as a percent of total earning assets
|
(27.20
|
%)
|
|
(29.32
|
%)
|
|
(29.32
|
%)
|
|
33.20
|
%
|
|
33.20
|
%
|
|
Cumulative ratio of interest-sensitive assets to interest-sensitive liabilities
|
50.75
|
%
|
|
54.38
|
%
|
|
54.38
|
%
|
|
149.71
|
%
|
|
149.71
|
%
|
(1)
|
The three months or less category for loans includes $128,422 in adjustable rate loans that are at their contractual rate floors, and approximately $74,708 will reprice higher within the next 100 basis points of increases in the prime rate.
|
(2)
|
Securities available for sale include government-sponsored enterprise securities, mortgage-backed securities, and corporate bonds. Securities held to maturity include mortgage-backed securities and state and local government securities. For fixed rate mortgage-backed securities, the principal is assumed to reprice equally over the average life of the underlying security. All other fixed rate securities are assumed to reprice based on maturity date or call date. Variable rate securities are included in the period in which they are subject to reprice.
|
|
|
|
|
65
|
|
|
|
Amount of Commitment Expiration Per Period ($ in thousands)
|
||||||||||||||
Other Commercial
Commitments
As of December 31, 2019
|
|
Total
Amounts
Committed
|
|
Less
than 1 Year
|
|
1-3 Years
|
|
4-5 Years
|
|
After 5 Years
|
||||||
Credit cards
|
|
$
|
120,230
|
|
|
60,115
|
|
|
60,115
|
|
|
|
|
|
|
|
Lines of credit and loan commitments
|
|
1,202,442
|
|
|
446,383
|
|
|
241,511
|
|
|
117,775
|
|
|
396,773
|
|
|
Standby letters of credit
|
|
12,002
|
|
|
11,117
|
|
|
883
|
|
|
2
|
|
|
—
|
|
|
Total commercial commitments
|
|
$
|
1,334,674
|
|
|
517,615
|
|
|
302,509
|
|
|
117,777
|
|
|
396,773
|
|
|
|
|
|
66
|
|
(1)
|
Tax-exempt securities are reflected at a tax-equivalent basis using a 22.98% tax rate.
|
(2)
|
Securities with call dates within 12 months of December 31, 2019 that have above market interest rates are assumed to mature at their call date for purposes of this table. Mortgage securities are assumed to mature in the period of their expected repayment based on estimated prepayment speeds.
|
(3)
|
Excludes nonaccrual loans.
|
(4)
|
Loans are shown in the period of their contractual maturity.
|
(5)
|
Excludes the Company's investment in FHLB stock and FRB stock due to their perpetual nature.
|
Table 20 Return on Assets and Common Equity
|
||||||||
|
For the Year Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Return on average assets
|
1.53
|
%
|
|
1.57
|
%
|
|
1.00
|
%
|
Return on average common equity
|
11.32
|
%
|
|
12.27
|
%
|
|
8.62
|
%
|
Dividend payout ratio – common shares
|
17.42
|
%
|
|
13.25
|
%
|
|
17.58
|
%
|
Average shareholders’ equity to average assets
|
13.49
|
%
|
|
12.78
|
%
|
|
11.61
|
%
|
|
|
|
|
67
|
|
Table 21 Risk-Based and Leverage Capital Ratios
|
|||||||||
|
As of December 31,
|
||||||||
($ in thousands)
|
2019
|
|
2018
|
|
2017
|
||||
|
|
|
|
|
|
||||
Risk-Based and Leverage Capital
|
|
|
|
|
|
|
|
|
|
Common Equity Tier I capital:
|
|
|
|
|
|
|
|
|
|
Shareholders’ equity
|
$
|
852,401
|
|
|
764,230
|
|
|
692,979
|
|
Intangible assets, net of deferred tax liability
|
(236,636
|
)
|
|
(240,625
|
)
|
|
(240,299
|
)
|
|
Accumulated other comprehensive income adjustments
|
(5,123
|
)
|
|
11,961
|
|
|
4,146
|
|
|
Total Common Equity Tier I capital
|
610,642
|
|
|
535,566
|
|
|
456,826
|
|
|
|
|
|
|
|
|
||||
Tier I capital:
|
|
|
|
|
|
|
|
|
|
Trust preferred securities eligible for Tier I capital treatment
|
52,345
|
|
|
52,198
|
|
|
52,054
|
|
|
Deductions from Tier I capital
|
—
|
|
|
—
|
|
|
(89
|
)
|
|
Total Tier I leverage capital
|
662,987
|
|
|
587,764
|
|
|
508,791
|
|
|
|
|
|
|
|
|
||||
Tier II capital:
|
|
|
|
|
|
|
|
|
|
Allowable allowance for loan losses
|
21,398
|
|
|
21,039
|
|
|
23,298
|
|
|
Other Tier II capital
|
546
|
|
|
625
|
|
|
818
|
|
|
Tier II capital additions
|
21,944
|
|
|
21,664
|
|
|
24,116
|
|
|
Total capital
|
$
|
684,931
|
|
|
609,428
|
|
|
532,907
|
|
|
|
|
|
|
|
||||
Total risk weighted assets
|
$
|
4,599,799
|
|
|
4,361,238
|
|
|
4,262,941
|
|
|
|
|
|
|
|
||||
Adjusted fourth quarter average assets
|
$
|
5,924,020
|
|
|
5,612,092
|
|
|
5,314,246
|
|
|
|
|
|
|
|
||||
Risk-based capital ratios:
|
|
|
|
|
|
|
|
|
|
Common equity Tier I capital to Tier I risk adjusted assets
|
13.28
|
%
|
|
12.28
|
%
|
|
10.72
|
%
|
|
Minimum required under Basel III
|
7.00
|
%
|
|
6.375
|
%
|
|
5.75
|
%
|
|
Fully phased-in minimum under Basel III
|
7.00
|
%
|
|
7.00
|
%
|
|
7.00
|
%
|
|
|
|
|
|
|
|
||||
Tier I capital to Tier I risk adjusted assets
|
14.41
|
%
|
|
13.48
|
%
|
|
11.94
|
%
|
|
Minimum required under Basel III
|
8.50
|
%
|
|
7.875
|
%
|
|
7.25
|
%
|
|
Fully phased-in minimum under Basel III
|
8.50
|
%
|
|
8.50
|
%
|
|
8.50
|
%
|
|
|
|
|
|
|
|
||||
Total risk-based capital to Tier II risk-adjusted assets
|
14.89
|
%
|
|
13.97
|
%
|
|
12.50
|
%
|
|
Minimum required under Basel III
|
10.50
|
%
|
|
9.875
|
%
|
|
9.25
|
%
|
|
Fully phased-in minimum under Basel III
|
10.50
|
%
|
|
10.50
|
%
|
|
10.50
|
%
|
|
|
|
|
|
|
|
||||
Leverage capital ratios:
|
|
|
|
|
|
|
|
|
|
Tier I leverage capital to adjusted fourth quarter average assets
|
11.19
|
%
|
|
10.47
|
%
|
|
9.58
|
%
|
|
Minimum required under Basel III
|
4.00
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
|
Fully phased-in minimum under Basel III
|
4.00
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
|
|
|
|
68
|
|
Table 22 Quarterly Financial Summary (Unaudited)
|
||||||||||||||||||||||||
|
2019
|
|
2018
|
|||||||||||||||||||||
($ in thousands except
per share data)
|
Fourth
Quarter
|
|
Third
Quarter
|
|
Second
Quarter
|
|
First
Quarter
|
|
Fourth
Quarter
|
|
Third
Quarter
|
|
Second
Quarter
|
|
First
Quarter
|
|||||||||
Income Statement Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income, taxable equivalent
|
$
|
63,351
|
|
|
62,795
|
|
|
63,445
|
|
|
62,159
|
|
|
61,635
|
|
|
58,647
|
|
|
57,102
|
|
|
55,417
|
|
Interest expense
|
8,313
|
|
|
8,604
|
|
|
8,613
|
|
|
8,374
|
|
|
7,346
|
|
|
6,374
|
|
|
5,503
|
|
|
4,554
|
|
|
Net interest income, taxable equivalent
|
55,038
|
|
|
54,191
|
|
|
54,832
|
|
|
53,785
|
|
|
54,289
|
|
|
52,273
|
|
|
51,599
|
|
|
50,863
|
|
|
Taxable equivalent, adjustment
|
382
|
|
|
413
|
|
|
423
|
|
|
424
|
|
|
443
|
|
|
428
|
|
|
367
|
|
|
356
|
|
|
Net interest income
|
54,656
|
|
|
53,778
|
|
|
54,409
|
|
|
53,361
|
|
|
53,846
|
|
|
51,845
|
|
|
51,232
|
|
|
50,507
|
|
|
Provision (reversal) for loan losses
|
3,176
|
|
|
(1,105
|
)
|
|
(308
|
)
|
|
500
|
|
|
693
|
|
|
87
|
|
|
(710
|
)
|
|
(3,659
|
)
|
|
Net interest income after provision for losses
|
51,480
|
|
|
54,883
|
|
|
54,717
|
|
|
52,861
|
|
|
53,153
|
|
|
51,758
|
|
|
51,942
|
|
|
54,166
|
|
|
Noninterest income
|
14,662
|
|
|
15,156
|
|
|
15,634
|
|
|
14,078
|
|
|
13,405
|
|
|
14,672
|
|
|
15,275
|
|
|
15,590
|
|
|
Noninterest expense
|
39,891
|
|
|
38,446
|
|
|
40,084
|
|
|
38,774
|
|
|
36,665
|
|
|
38,534
|
|
|
38,037
|
|
|
43,247
|
|
|
Income before income taxes
|
26,251
|
|
|
31,593
|
|
|
30,267
|
|
|
28,165
|
|
|
29,893
|
|
|
27,896
|
|
|
29,180
|
|
|
26,509
|
|
|
Income taxes
|
5,368
|
|
|
6,574
|
|
|
6,408
|
|
|
5,880
|
|
|
5,998
|
|
|
5,905
|
|
|
6,450
|
|
|
5,836
|
|
|
Net income
|
20,883
|
|
|
25,019
|
|
|
23,859
|
|
|
22,285
|
|
|
23,895
|
|
|
21,991
|
|
|
22,730
|
|
|
20,673
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Per Common Share Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share – basic
|
$
|
0.71
|
|
|
0.84
|
|
|
0.80
|
|
|
0.75
|
|
|
0.81
|
|
|
0.74
|
|
|
0.77
|
|
|
0.70
|
|
Earnings per common share – diluted
|
0.71
|
|
|
0.84
|
|
|
0.80
|
|
|
0.75
|
|
|
0.80
|
|
|
0.74
|
|
|
0.77
|
|
|
0.70
|
|
|
Cash dividends declared
|
0.18
|
|
|
0.12
|
|
|
0.12
|
|
|
0.12
|
|
|
0.10
|
|
|
0.10
|
|
|
0.10
|
|
|
0.10
|
|
|
Market Price
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High
|
41.34
|
|
|
37.65
|
|
|
39.49
|
|
|
39.82
|
|
|
41.74
|
|
|
43.14
|
|
|
42.94
|
|
|
37.85
|
|
|
Low
|
34.51
|
|
|
34.13
|
|
|
33.99
|
|
|
31.22
|
|
|
30.50
|
|
|
39.32
|
|
|
34.70
|
|
|
33.88
|
|
|
Close
|
39.91
|
|
|
35.90
|
|
|
36.42
|
|
|
34.76
|
|
|
32.66
|
|
|
40.51
|
|
|
40.91
|
|
|
35.65
|
|
|
Stated book value - common
|
28.80
|
|
|
28.20
|
|
|
27.43
|
|
|
26.50
|
|
|
25.71
|
|
|
24.99
|
|
|
24.20
|
|
|
23.79
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Selected Average Balances
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
$
|
6,159,232
|
|
|
6,021,979
|
|
|
5,994,595
|
|
|
5,945,049
|
|
|
5,840,964
|
|
|
5,712,940
|
|
|
5,671,620
|
|
|
5,549,516
|
|
Loans
|
4,419,982
|
|
|
4,354,477
|
|
|
4,329,866
|
|
|
4,280,272
|
|
|
4,222,417
|
|
|
4,191,751
|
|
|
4,133,689
|
|
|
4,099,495
|
|
|
Earning assets
|
5,560,099
|
|
|
5,440,014
|
|
|
5,417,284
|
|
|
5,372,766
|
|
|
5,276,311
|
|
|
5,143,420
|
|
|
5,080,372
|
|
|
4,949,612
|
|
|
Deposits
|
4,939,182
|
|
|
4,838,574
|
|
|
4,810,019
|
|
|
4,704,231
|
|
|
4,264,868
|
|
|
4,526,012
|
|
|
4,512,559
|
|
|
4,403,805
|
|
|
Interest-bearing liabilities
|
3,716,248
|
|
|
3,678,530
|
|
|
3,716,092
|
|
|
3,773,714
|
|
|
3,697,076
|
|
|
3,654,176
|
|
|
3,671,692
|
|
|
3,629,364
|
|
|
Shareholders’ equity
|
847,317
|
|
|
826,914
|
|
|
802,131
|
|
|
775,059
|
|
|
754,734
|
|
|
737,560
|
|
|
717,975
|
|
|
701,411
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Ratios (annualized where applicable)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on average assets
|
1.35
|
%
|
|
1.65
|
%
|
|
1.60
|
%
|
|
1.52
|
%
|
|
1.62
|
%
|
|
1.53
|
%
|
|
1.61
|
%
|
|
1.51
|
%
|
|
Return on average common equity
|
9.78
|
%
|
|
12.00
|
%
|
|
11.93
|
%
|
|
11.66
|
%
|
|
12.56
|
%
|
|
11.83
|
%
|
|
12.70
|
%
|
|
11.95
|
%
|
|
Equity to assets at end of period
|
13.87
|
%
|
|
13.76
|
%
|
|
13.56
|
%
|
|
13.03
|
%
|
|
13.03
|
%
|
|
13.01
|
%
|
|
12.68
|
%
|
|
12.51
|
%
|
|
Average loans to average deposits
|
89.49
|
%
|
|
90.00
|
%
|
|
90.02
|
%
|
|
90.99
|
%
|
|
91.30
|
%
|
|
92.60
|
%
|
|
91.60
|
%
|
|
93.09
|
%
|
|
Average earning assets to interest-bearing liabilities
|
149.62
|
%
|
|
147.89
|
%
|
|
145.78
|
%
|
|
142.37
|
%
|
|
142.72
|
%
|
|
140.75
|
%
|
|
138.37
|
%
|
|
136.38
|
%
|
|
Net interest margin
|
3.93
|
%
|
|
3.95
|
%
|
|
4.06
|
%
|
|
4.06
|
%
|
|
4.08
|
%
|
|
4.03
|
%
|
|
4.07
|
%
|
|
4.17
|
%
|
|
Allowance for loan losses to gross loans
|
0.48
|
%
|
|
0.44
|
%
|
|
0.48
|
%
|
|
0.49
|
%
|
|
0.50
|
%
|
|
0.49
|
%
|
|
0.56
|
%
|
|
0.57
|
%
|
|
Nonperforming loans as a percent of total loans
|
0.76
|
%
|
|
0.67
|
%
|
|
0.67
|
%
|
|
0.77
|
%
|
|
0.85
|
%
|
|
0.83
|
%
|
|
1.03
|
%
|
|
0.98
|
%
|
|
Nonperforming assets as a percent of total assets
|
0.62
|
%
|
|
0.56
|
%
|
|
0.57
|
%
|
|
0.65
|
%
|
|
0.74
|
%
|
|
0.72
|
%
|
|
0.90
|
%
|
|
0.92
|
%
|
|
Net charge-offs (recoveries) as a percent of average total loans
|
0.09
|
%
|
|
0.04
|
%
|
|
—
|
%
|
|
0.04
|
%
|
|
0.02
|
%
|
|
0.27
|
%
|
|
(0.07
|
)%
|
|
(0.36
|
)%
|
|
|
|
|
69
|
|
($ in thousands)
|
2019
|
|
2018
|
|||
Assets
|
|
|
|
|
|
|
Cash and due from banks, noninterest-bearing
|
$
|
64,519
|
|
|
56,050
|
|
Due from banks, interest-bearing
|
166,783
|
|
|
406,848
|
|
|
Total cash and cash equivalents
|
231,302
|
|
|
462,898
|
|
|
|
|
|
|
|||
Securities available for sale
|
821,945
|
|
|
501,351
|
|
|
Securities held to maturity (fair values of $68,333 in 2019 and $99,906 in 2018)
|
67,932
|
|
|
101,237
|
|
|
|
|
|
|
|||
Presold mortgages in process of settlement
|
19,712
|
|
|
4,279
|
|
|
|
|
|
|
|||
Loans
|
4,453,466
|
|
|
4,249,064
|
|
|
Allowance for loan losses
|
(21,398
|
)
|
|
(21,039
|
)
|
|
Net loans
|
4,432,068
|
|
|
4,228,025
|
|
|
|
|
|
|
|||
Premises and equipment
|
114,859
|
|
|
119,000
|
|
|
Operating right-of-use lease assets
|
19,669
|
|
|
—
|
|
|
Accrued interest receivable
|
16,648
|
|
|
16,004
|
|
|
Goodwill
|
234,368
|
|
|
234,368
|
|
|
Other intangible assets
|
17,217
|
|
|
21,112
|
|
|
Foreclosed properties
|
3,873
|
|
|
7,440
|
|
|
Bank-owned life insurance
|
104,441
|
|
|
101,878
|
|
|
Other assets
|
59,605
|
|
|
66,524
|
|
|
Total assets
|
$
|
6,143,639
|
|
|
5,864,116
|
|
|
|
|
|
|||
Liabilities
|
|
|
|
|||
Deposits: Noninterest-bearing checking accounts
|
$
|
1,515,977
|
|
|
1,320,131
|
|
Interest-bearing checking accounts
|
912,784
|
|
|
916,374
|
|
|
Money market accounts
|
1,173,107
|
|
|
1,035,523
|
|
|
Savings accounts
|
424,415
|
|
|
432,389
|
|
|
Time deposits of $100,000 or more
|
649,947
|
|
|
690,922
|
|
|
Other time deposits
|
255,125
|
|
|
264,000
|
|
|
Total deposits
|
4,931,355
|
|
|
4,659,339
|
|
|
Borrowings
|
300,671
|
|
|
406,609
|
|
|
Accrued interest payable
|
2,154
|
|
|
1,976
|
|
|
Operating lease liabilities
|
19,855
|
|
|
—
|
|
|
Other liabilities
|
37,203
|
|
|
31,962
|
|
|
Total liabilities
|
5,291,238
|
|
|
5,099,886
|
|
|
|
|
|
|
|||
Commitments and contingencies (see Note 12)
|
|
|
|
|
|
|
|
|
|
|
|||
Shareholders’ Equity
|
|
|
|
|||
Preferred stock, no par value per share. Authorized: 5,000,000 shares
|
|
|
|
|||
Issued & outstanding: none in 2019 and 2018
|
—
|
|
|
—
|
|
|
Common stock, no par value per share. Authorized: 40,000,000 shares
|
|
|
|
|||
Issued & outstanding: 29,601,264 shares in 2019 and 29,724,874 shares in 2018
|
429,514
|
|
|
434,453
|
|
|
Retained earnings
|
417,764
|
|
|
341,738
|
|
|
Stock in rabbi trust assumed in acquisition
|
(2,587
|
)
|
|
(3,235
|
)
|
|
Rabbi trust obligation
|
2,587
|
|
|
3,235
|
|
|
Accumulated other comprehensive income (loss)
|
5,123
|
|
|
(11,961
|
)
|
|
Total shareholders’ equity
|
852,401
|
|
|
764,230
|
|
|
Total liabilities and shareholders’ equity
|
$
|
6,143,639
|
|
|
5,864,116
|
|
($ in thousands, except per share data)
|
2019
|
|
2018
|
|
2017
|
||||
Interest Income
|
|
|
|
|
|
|
|
|
|
Interest and fees on loans
|
$
|
220,784
|
|
|
208,609
|
|
|
163,738
|
|
Interest on investment securities:
|
|
|
|
|
|
||||
Taxable interest income
|
19,881
|
|
|
10,638
|
|
|
7,007
|
|
|
Tax-exempt interest income
|
1,007
|
|
|
1,482
|
|
|
1,677
|
|
|
Other, principally overnight investments
|
8,435
|
|
|
10,478
|
|
|
4,960
|
|
|
Total interest income
|
250,107
|
|
|
231,207
|
|
|
177,382
|
|
|
|
|
|
|
|
|
||||
Interest Expense
|
|
|
|
|
|
||||
Savings, checking and money market accounts
|
9,551
|
|
|
5,074
|
|
|
2,761
|
|
|
Time deposits of $100,000 or more
|
13,598
|
|
|
8,356
|
|
|
4,005
|
|
|
Other time deposits
|
1,901
|
|
|
1,061
|
|
|
778
|
|
|
Borrowings
|
8,853
|
|
|
9,286
|
|
|
5,127
|
|
|
Total interest expense
|
33,903
|
|
|
23,777
|
|
|
12,671
|
|
|
|
|
|
|
|
|
||||
Net interest income
|
216,204
|
|
|
207,430
|
|
|
164,711
|
|
|
Provision (reversal) for loan losses
|
2,263
|
|
|
(3,589
|
)
|
|
723
|
|
|
Net interest income after provision for loan losses
|
213,941
|
|
|
211,019
|
|
|
163,988
|
|
|
|
|
|
|
|
|
||||
Noninterest Income
|
|
|
|
|
|
||||
Service charges on deposit accounts
|
12,970
|
|
|
12,690
|
|
|
11,862
|
|
|
Other service charges, commissions and fees
|
19,481
|
|
|
16,488
|
|
|
14,403
|
|
|
Fees from presold mortgage loans
|
3,944
|
|
|
2,735
|
|
|
5,695
|
|
|
Commissions from sales of insurance and financial products
|
8,495
|
|
|
8,731
|
|
|
5,300
|
|
|
SBA consulting fees
|
3,872
|
|
|
4,675
|
|
|
4,024
|
|
|
SBA loan sale gains
|
8,275
|
|
|
10,366
|
|
|
5,479
|
|
|
Bank-owned life insurance income
|
2,564
|
|
|
2,534
|
|
|
2,321
|
|
|
Securities gains (losses), net
|
97
|
|
|
—
|
|
|
(235
|
)
|
|
Other gains (losses), net
|
(169
|
)
|
|
723
|
|
|
383
|
|
|
Total noninterest income
|
59,529
|
|
|
58,942
|
|
|
49,232
|
|
|
|
|
|
|
|
|
||||
Noninterest Expenses
|
|
|
|
|
|
||||
Salaries
|
79,129
|
|
|
75,077
|
|
|
66,786
|
|
|
Employee benefits
|
16,844
|
|
|
16,888
|
|
|
15,313
|
|
|
Total personnel expense
|
95,973
|
|
|
91,965
|
|
|
82,099
|
|
|
Occupancy expense
|
11,122
|
|
|
10,793
|
|
|
9,661
|
|
|
Equipment related expenses
|
5,023
|
|
|
5,627
|
|
|
4,480
|
|
|
Merger and acquisition expenses
|
192
|
|
|
2,358
|
|
|
8,073
|
|
|
Intangibles amortization
|
4,858
|
|
|
5,917
|
|
|
4,033
|
|
|
Foreclosed property losses, net
|
939
|
|
|
565
|
|
|
531
|
|
|
Other operating expenses
|
39,087
|
|
|
39,258
|
|
|
36,604
|
|
|
Total noninterest expenses
|
157,194
|
|
|
156,483
|
|
|
145,481
|
|
|
|
|
|
|
|
|
||||
Income before income taxes
|
116,276
|
|
|
113,478
|
|
|
67,739
|
|
|
Income tax expense
|
24,230
|
|
|
24,189
|
|
|
21,767
|
|
|
|
|
|
|
|
|
||||
Net income
|
$
|
92,046
|
|
|
89,289
|
|
|
45,972
|
|
|
|
|
|
|
|
||||
Earnings per common share: Basic
|
$
|
3.10
|
|
|
3.02
|
|
|
1.82
|
|
Earnings per common share: Diluted
|
3.10
|
|
|
3.01
|
|
|
1.82
|
|
|
|
|
|
|
|
|
||||
Dividends declared per common share
|
$
|
0.54
|
|
|
0.40
|
|
|
0.32
|
|
|
|
|
|
|
|
||||
Weighted average common shares outstanding:
|
|
|
|
|
|
||||
Basic
|
29,547,851
|
|
|
29,566,259
|
|
|
25,210,606
|
|
|
Diluted
|
29,720,499
|
|
|
29,707,431
|
|
|
25,291,382
|
|
($ in thousands)
|
2019
|
|
2018
|
|
2017
|
||||
|
|
|
|
|
|
||||
Net income
|
$
|
92,046
|
|
|
89,289
|
|
|
45,972
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||
Unrealized gains (losses) on securities available for sale:
|
|
|
|
|
|
||||
Unrealized holding gains (losses) arising during the period, pretax
|
22,230
|
|
|
(10,179
|
)
|
|
639
|
|
|
Tax (expense) benefit
|
(5,157
|
)
|
|
2,379
|
|
|
(234
|
)
|
|
Reclassification to realized (gains) losses
|
(97
|
)
|
|
—
|
|
|
235
|
|
|
Tax expense (benefit)
|
22
|
|
|
—
|
|
|
(87
|
)
|
|
Postretirement plans:
|
|
|
|
|
|
||||
Net (loss) gain arising during period
|
(686
|
)
|
|
(41
|
)
|
|
1,601
|
|
|
Tax benefit (expense)
|
158
|
|
|
10
|
|
|
(593
|
)
|
|
Amortization of unrecognized net actuarial loss
|
814
|
|
|
21
|
|
|
211
|
|
|
Tax benefit
|
(200
|
)
|
|
(5
|
)
|
|
(75
|
)
|
|
Other comprehensive income (loss)
|
17,084
|
|
|
(7,815
|
)
|
|
1,697
|
|
|
Comprehensive income
|
$
|
109,130
|
|
|
81,474
|
|
|
47,669
|
|
(In thousands, except per share)
|
Common Stock
|
|
Retained
Earnings
|
|
Stock in
rabbi
trust
assumed
in
acquisition
|
|
Rabbi trust
obligation
|
|
Accumulated
Other
Comprehensive
Income
(Loss)
|
|
Total
Shareholders’ Equity
|
||||||||||
Shares
|
|
Amount
|
|
|
|
|
|
||||||||||||||
Balances, January 1, 2017
|
20,845
|
|
|
$
|
147,287
|
|
|
225,921
|
|
|
—
|
|
|
—
|
|
|
(5,107
|
)
|
|
368,101
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
|
|
|
45,972
|
|
|
|
|
|
|
|
|
45,972
|
|
||||||
Cash dividends declared ($0.32 per common share)
|
|
|
|
|
(8,298
|
)
|
|
|
|
|
|
|
|
(8,298
|
)
|
||||||
Equity issued pursuant to acquisitions
|
8,733
|
|
|
284,192
|
|
|
|
|
(7,688
|
)
|
|
7,688
|
|
|
|
|
284,192
|
|
|||
Change in Rabbi Trust Obligation
|
|
|
|
|
|
|
4,107
|
|
|
(4,107
|
)
|
|
|
|
—
|
|
|||||
Stock option exercises
|
18
|
|
|
287
|
|
|
|
|
|
|
|
|
|
|
287
|
|
|||||
Stock withheld for payment of taxes
|
(7
|
)
|
|
(231
|
)
|
|
|
|
|
|
|
|
|
|
(231
|
)
|
|||||
Stock-based compensation
|
50
|
|
|
1,259
|
|
|
|
|
|
|
|
|
|
|
1,259
|
|
|||||
Reclassification of accumulated other comprehensive income due to statutory tax changes
|
|
|
|
|
736
|
|
|
|
|
|
|
(736
|
)
|
|
—
|
|
|||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
1,697
|
|
|
1,697
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balances, December 31, 2017
|
29,639
|
|
|
432,794
|
|
|
264,331
|
|
|
(3,581
|
)
|
|
3,581
|
|
|
(4,146
|
)
|
|
692,979
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
|
|
|
89,289
|
|
|
|
|
|
|
|
|
89,289
|
|
||||||
Cash dividends declared ($0.40 per common share)
|
|
|
|
|
(11,882
|
)
|
|
|
|
|
|
|
|
(11,882
|
)
|
||||||
Change in Rabbi Trust Obligation
|
|
|
|
|
|
|
346
|
|
|
(346
|
)
|
|
|
|
—
|
|
|||||
Stock option exercises
|
25
|
|
|
324
|
|
|
|
|
|
|
|
|
|
|
324
|
|
|||||
Stock withheld for payment of taxes
|
(11
|
)
|
|
(406
|
)
|
|
|
|
|
|
|
|
|
|
(406
|
)
|
|||||
Stock-based compensation
|
72
|
|
|
1,741
|
|
|
|
|
|
|
|
|
|
|
1,741
|
|
|||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
(7,815
|
)
|
|
(7,815
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balances, December 31, 2018
|
29,725
|
|
|
434,453
|
|
|
341,738
|
|
|
(3,235
|
)
|
|
3,235
|
|
|
(11,961
|
)
|
|
764,230
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
|
|
|
92,046
|
|
|
|
|
|
|
|
|
92,046
|
|
||||||
Cash dividends declared ($0.54 per common share)
|
|
|
|
|
(16,020
|
)
|
|
|
|
|
|
|
|
(16,020
|
)
|
||||||
Change in Rabbi Trust Obligation
|
|
|
|
|
|
|
648
|
|
|
(648
|
)
|
|
|
|
—
|
|
|||||
Equity issued related to acquisition earn-out
|
78
|
|
|
3,070
|
|
|
|
|
|
|
|
|
|
|
3,070
|
|
|||||
Stock repurchases
|
(282
|
)
|
|
(10,000
|
)
|
|
|
|
|
|
|
|
|
|
(10,000
|
)
|
|||||
Stock option exercises
|
9
|
|
|
129
|
|
|
|
|
|
|
|
|
|
|
129
|
|
|||||
Stock withheld for payment of taxes
|
(20
|
)
|
|
(702
|
)
|
|
|
|
|
|
|
|
|
|
(702
|
)
|
|||||
Stock-based compensation
|
91
|
|
|
2,564
|
|
|
|
|
|
|
|
|
|
|
2,564
|
|
|||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
17,084
|
|
|
17,084
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balances, December 31, 2019
|
29,601
|
|
|
$
|
429,514
|
|
|
417,764
|
|
|
(2,587
|
)
|
|
2,587
|
|
|
5,123
|
|
|
852,401
|
|
($ in thousands)
|
2019
|
|
2018
|
|
2017
|
||||
Cash Flows From Operating Activities
|
|
|
|
|
|
|
|
|
|
Net income
|
$
|
92,046
|
|
|
89,289
|
|
|
45,972
|
|
Reconciliation of net income to net cash provided by operating activities:
|
|
|
|
|
|
||||
Provision (reversal) for loan losses
|
2,263
|
|
|
(3,589
|
)
|
|
723
|
|
|
Net security premium amortization
|
2,653
|
|
|
2,749
|
|
|
2,908
|
|
|
Loan discount accretion
|
(5,974
|
)
|
|
(7,812
|
)
|
|
(7,076
|
)
|
|
Other purchase accounting accretion and amortization, net
|
(9
|
)
|
|
(190
|
)
|
|
(236
|
)
|
|
Foreclosed property losses and write-downs, net
|
939
|
|
|
565
|
|
|
531
|
|
|
(Gains) losses on securities available for sale
|
(97
|
)
|
|
—
|
|
|
235
|
|
|
Other losses (gains)
|
169
|
|
|
(723
|
)
|
|
(383
|
)
|
|
(Increase) decrease in net deferred loan costs
|
(642
|
)
|
|
(2,285
|
)
|
|
975
|
|
|
Depreciation of premises and equipment
|
5,836
|
|
|
6,077
|
|
|
5,493
|
|
|
Amortization of operating lease right-of-use assets
|
1,857
|
|
|
—
|
|
|
—
|
|
|
Repayments of lease obligations
|
(1,669
|
)
|
|
—
|
|
|
—
|
|
|
Stock-based compensation expense
|
2,270
|
|
|
1,569
|
|
|
1,095
|
|
|
Amortization of intangible assets
|
4,858
|
|
|
5,917
|
|
|
4,033
|
|
|
Amortization of SBA servicing assets
|
1,340
|
|
|
846
|
|
|
207
|
|
|
Fees/gains from sale of presold mortgage and SBA loans
|
(12,219
|
)
|
|
(13,101
|
)
|
|
(11,174
|
)
|
|
Originations of presold mortgage loans in process of settlement
|
(173,705
|
)
|
|
(118,791
|
)
|
|
(228,871
|
)
|
|
Proceeds from sales of presold mortgage loans in process of settlement
|
162,476
|
|
|
129,519
|
|
|
235,493
|
|
|
Origination of SBA loans for sale
|
(150,677
|
)
|
|
(196,784
|
)
|
|
(95,436
|
)
|
|
Proceeds from sales of SBA loans
|
124,527
|
|
|
157,427
|
|
|
77,034
|
|
|
Increase in accrued interest receivable
|
(644
|
)
|
|
(1,910
|
)
|
|
(1,072
|
)
|
|
(Increase) decrease in other assets
|
(5,735
|
)
|
|
3,525
|
|
|
6,724
|
|
|
Increase in accrued interest payable
|
178
|
|
|
741
|
|
|
392
|
|
|
Increase (decrease) in other liabilities
|
1,197
|
|
|
(6,629
|
)
|
|
(10,729
|
)
|
|
Net cash provided by operating activities
|
51,238
|
|
|
46,410
|
|
|
26,838
|
|
|
Cash Flows From Investing Activities
|
|
|
|
|
|
||||
Purchases of securities available for sale
|
(498,891
|
)
|
|
(230,794
|
)
|
|
(191,260
|
)
|
|
Purchases of securities held to maturity
|
—
|
|
|
—
|
|
|
(291
|
)
|
|
Proceeds from maturities/issuer calls of securities available for sale
|
158,920
|
|
|
60,871
|
|
|
37,974
|
|
|
Proceeds from maturities/issuer calls of securities held to maturity
|
32,461
|
|
|
16,183
|
|
|
22,344
|
|
|
Proceeds from sales of securities available for sale
|
39,797
|
|
|
—
|
|
|
140,621
|
|
|
Redemptions (purchases) of FRB and FHLB stock, net
|
4,088
|
|
|
(6,129
|
)
|
|
(9,947
|
)
|
|
Net increase in loans
|
(165,203
|
)
|
|
(152,972
|
)
|
|
(204,631
|
)
|
|
Proceeds from sales of foreclosed properties
|
5,877
|
|
|
7,532
|
|
|
8,647
|
|
|
Purchases of premises and equipment
|
(3,534
|
)
|
|
(10,723
|
)
|
|
(4,659
|
)
|
|
Proceeds from sales of premises and equipment
|
1,799
|
|
|
2,753
|
|
|
151
|
|
|
Net cash received in acquisitions
|
—
|
|
|
—
|
|
|
72,519
|
|
|
Net cash used by investing activities
|
(424,686
|
)
|
|
(313,279
|
)
|
|
(128,532
|
)
|
|
Cash Flows From Financing Activities
|
|
|
|
|
|
||||
Net increase in deposits
|
272,206
|
|
|
252,756
|
|
|
195,468
|
|
|
Net (decrease) increase in short-term borrowings
|
(55,000
|
)
|
|
50,000
|
|
|
93,000
|
|
|
Proceeds from long-term borrowings
|
—
|
|
|
50,000
|
|
|
110,000
|
|
|
Payments on long-term borrowings
|
(51,119
|
)
|
|
(101,116
|
)
|
|
(105,737
|
)
|
|
Cash dividends paid – common stock
|
(13,662
|
)
|
|
(11,281
|
)
|
|
(7,596
|
)
|
|
Repurchases of common stock
|
(10,000
|
)
|
|
—
|
|
|
—
|
|
|
Proceeds from stock option exercises
|
129
|
|
|
324
|
|
|
287
|
|
|
Payment of taxes related to stock withheld
|
(702
|
)
|
|
(406
|
)
|
|
(231
|
)
|
|
Net cash provided by financing activities
|
141,852
|
|
|
240,277
|
|
|
285,191
|
|
|
|
|
|
|
|
|
||||
(Decrease) increase in Cash and Cash Equivalents
|
(231,596
|
)
|
|
(26,592
|
)
|
|
183,497
|
|
|
Cash and Cash Equivalents, Beginning of Year
|
462,898
|
|
|
489,490
|
|
|
305,993
|
|
|
Cash and Cash Equivalents, End of Year
|
$
|
231,302
|
|
|
462,898
|
|
|
489,490
|
|
|
|
|
|
|
|
||||
Supplemental Disclosures of Cash Flow Information:
|
|
|
|
|
|
||||
Cash paid during the period for interest
|
33,725
|
|
|
23,036
|
|
|
12,239
|
|
|
Cash paid during the period for income taxes
|
24,336
|
|
|
21,162
|
|
|
19,537
|
|
|
Non-cash: Foreclosed loans transferred to foreclosed real estate
|
3,249
|
|
|
4,148
|
|
|
5,452
|
|
|
Non-cash: Unrealized gain (loss) on securities available for sale, net of taxes
|
16,998
|
|
|
(7,800
|
)
|
|
553
|
|
|
Non-cash: Initial recognition of operating lease right-of-use assets
|
19,406
|
|
|
—
|
|
|
—
|
|
|
Non-cash: Initial recognition of operating lease liabilities
|
19,406
|
|
|
—
|
|
|
—
|
|
|
Non-cash: Equity issued related to acquisition earn-out
|
3,070
|
|
|
—
|
|
|
—
|
|
1.
|
Risk grades assigned to the loans in the portfolio,
|
2.
|
Specific reserves for individually evaluated impaired loans,
|
3.
|
Current economic conditions, including the local, state, and national economic outlook; interest rate risk; trends in loan volume, mix and size of loans; levels and trends of delinquencies,
|
4.
|
Historical loan loss experience, and
|
5.
|
An assessment of the risk characteristics of the Company’s loan portfolio, including industry concentrations, payment structures, changes in property values, and credit administration practices.
|
(1)
|
On March 3, 2017, the Company completed the acquisition of Carolina Bank Holdings, Inc. (“Carolina Bank”), headquartered in Greensboro, North Carolina, pursuant to an Agreement and Plan of Merger and Reorganization dated June 21, 2016. The results of Carolina Bank are included in First Bancorp’s results beginning on the March 3, 2017 acquisition date.
|
($ in thousands)
|
As
Recorded by
Carolina Bank
|
|
Initial Fair
Value
Adjustments
|
|
Measurement
Period
Adjustments
|
|
As
Recorded by
First Bancorp
|
|||||||
Assets
|
|
|
|
|
|
|
|
|||||||
Cash and cash equivalents
|
$
|
81,466
|
|
|
(2
|
)
|
(a)
|
—
|
|
|
81,464
|
|
||
Securities
|
49,629
|
|
|
(261
|
)
|
(b)
|
—
|
|
|
49,368
|
|
|||
Loans, gross
|
505,560
|
|
|
(5,469
|
)
|
(c)
|
146
|
|
(l)
|
497,522
|
|
|||
|
|
|
(2,715
|
)
|
(d)
|
—
|
|
|
|
|||||
Allowance for loan losses
|
(5,746
|
)
|
|
5,746
|
|
(e)
|
—
|
|
|
—
|
|
|||
Premises and equipment
|
17,967
|
|
|
4,251
|
|
(f)
|
(319
|
)
|
(m)
|
21,899
|
|
|||
Core deposit intangible
|
—
|
|
|
8,790
|
|
(g)
|
—
|
|
|
8,790
|
|
|||
Other
|
34,976
|
|
|
(4,804
|
)
|
(h)
|
757
|
|
(n)
|
30,929
|
|
|||
Total
|
683,852
|
|
|
5,536
|
|
|
584
|
|
|
689,972
|
|
|||
|
|
|
|
|
|
|
|
|||||||
Liabilities
|
|
|
|
|
|
|
|
|||||||
Deposits
|
$
|
584,950
|
|
|
431
|
|
(i)
|
—
|
|
|
585,381
|
|
||
Borrowings
|
21,855
|
|
|
(2,855
|
)
|
(j)
|
(262
|
)
|
(o)
|
18,738
|
|
|||
Other
|
12,855
|
|
|
225
|
|
(k)
|
(444
|
)
|
(p)
|
12,636
|
|
|||
Total
|
619,660
|
|
|
(2,199
|
)
|
|
(706
|
)
|
|
616,755
|
|
|||
|
|
|
|
|
|
|
|
|||||||
Net identifiable assets acquired
|
|
|
|
|
|
|
73,217
|
|
||||||
|
|
|
|
|
|
|
|
|||||||
Total cost of acquisition
|
|
|
|
|
|
|
|
|||||||
Value of stock issued
|
|
|
$
|
114,478
|
|
|
|
|
|
|||||
Cash paid in the acquisition
|
|
|
25,279
|
|
|
|
|
|
||||||
Total cost of acquisition
|
|
|
|
|
|
|
139,757
|
|
||||||
|
|
|
|
|
|
|
|
|||||||
Goodwill recorded related to acquisition of Carolina Bank
|
|
|
|
|
|
|
$
|
66,540
|
|
(a)
|
This adjustment was recorded to a short-term investment to its estimated fair value.
|
(b)
|
This fair value adjustment was recorded to adjust the securities portfolio to its estimated fair value.
|
(c)
|
This fair value adjustment represents the amount necessary to reduce performing loans to their fair value due to interest rate factors and credit factors. Assuming the loans continue to perform, this amount will be amortized to increase interest income over the remaining lives of the related loans.
|
(d)
|
This fair value adjustment was recorded to write-down purchased credit impaired loans assumed in the acquisition to their estimated fair market value.
|
(e)
|
This fair value adjustment reduced the allowance for loan losses to zero as required by relevant accounting guidance.
|
(f)
|
This adjustment represents the amount necessary to increase premises and equipment from its book value on the date of acquisition to its estimated fair market value.
|
(g)
|
This fair value adjustment represents the value of the core deposit base assumed in the acquisition based on a study performed by an independent consulting firm. This amount was recorded by the Company as an identifiable intangible asset and will be amortized as expense on an accelerated basis over seven years.
|
(h)
|
This fair value adjustment primarily represents the net deferred tax liability associated with the other fair value adjustments made to record the transaction.
|
(i)
|
This fair value adjustment was recorded because the weighted average interest rate of Carolina Bank’s time deposits exceeded the cost of similar wholesale funding at the time of the acquisition. This amount is being amortized to reduce interest expense on an accelerated basis over their remaining five year life.
|
(j)
|
This fair value adjustment was primarily recorded because the interest rate of Carolina Bank’s trust preferred securities was less than the current interest rate on similar instruments. This amount is being amortized on approximately a straight-line basis to increase interest expense over the remaining life of the related borrowing, which is 18 years.
|
(k)
|
This fair value adjustment represents miscellaneous adjustments needed to record assets and liabilities at their fair value.
|
(l)
|
This fair value adjustment was a miscellaneous adjustment to increase the initial fair value of gross loans.
|
(m)
|
This fair value adjustment relates to miscellaneous adjustment to decrease the initial fair value of premises and equipment.
|
(n)
|
This fair value adjustment relates to changes in the estimate of deferred tax assets/liabilities associated with the acquisition and a miscellaneous adjustment to decrease the initial fair value of foreclosed real estate acquired in the transaction based on newly obtained valuations.
|
(o)
|
This fair value adjustment relates to miscellaneous adjustments to decrease the initial fair value of borrowings.
|
(p)
|
This fair value adjustment related to a change in the estimate of a contingent liability.
|
($ in thousands, except share data)
|
Pro Forma Combined
Year Ended December 31, 2017 |
||
Net interest income
|
$
|
168,759
|
|
Noninterest income
|
50,098
|
|
|
Total revenue
|
218,857
|
|
|
|
|
||
Net income available to common shareholders
|
49,907
|
|
|
|
|
||
Earnings per common share
|
|
||
Basic
|
$
|
1.93
|
|
Diluted
|
1.92
|
|
($ in thousands)
|
As Recorded by
Asheville Savings
Bank
|
|
Initial Fair
Value
Adjustments
|
|
Measurement
Period
Adjustments
|
|
As
Recorded by
First Bancorp
|
|||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|||
Cash and cash equivalents
|
$
|
41,824
|
|
|
—
|
|
|
—
|
|
|
41,824
|
|
||
Securities
|
95,020
|
|
|
—
|
|
|
—
|
|
|
95,020
|
|
|||
Loans, gross
|
617,159
|
|
|
(9,631
|
)
|
(a)
|
—
|
|
|
606,180
|
|
|||
|
|
|
(1,348
|
)
|
(b)
|
—
|
|
|
|
|||||
Allowance for loan losses
|
(6,685
|
)
|
|
6,685
|
|
(c)
|
—
|
|
|
—
|
|
|||
Presold mortgages
|
3,785
|
|
|
—
|
|
|
—
|
|
|
3,785
|
|
|||
Premises and equipment
|
10,697
|
|
|
9,857
|
|
(d)
|
—
|
|
|
20,554
|
|
|||
Core deposit intangible
|
—
|
|
|
9,760
|
|
(e)
|
120
|
|
(i)
|
9,880
|
|
|||
Other
|
35,944
|
|
|
(5,851
|
)
|
(f)
|
(777
|
)
|
(j)
|
29,316
|
|
|||
Total
|
797,744
|
|
|
9,472
|
|
|
(657
|
)
|
|
806,559
|
|
|||
|
|
|
|
|
|
|
|
|||||||
Liabilities
|
|
|
|
|
|
|
|
|||||||
Deposits
|
$
|
678,707
|
|
|
430
|
|
(g)
|
—
|
|
|
679,137
|
|
||
Borrowings
|
20,000
|
|
|
—
|
|
|
—
|
|
|
20,000
|
|
|||
Other
|
8,943
|
|
|
298
|
|
(h)
|
(380
|
)
|
(k)
|
8,861
|
|
|||
Total
|
707,650
|
|
|
728
|
|
|
(380
|
)
|
|
707,998
|
|
|||
|
|
|
|
|
|
|
|
|||||||
Net identifiable assets acquired
|
|
|
|
|
|
|
98,561
|
|
||||||
|
|
|
|
|
|
|
|
|||||||
Total cost of acquisition
|
|
|
|
|
|
|
|
|||||||
Value of stock issued
|
|
|
$
|
169,299
|
|
|
|
|
|
|||||
Cash paid in the acquisition
|
|
|
17,939
|
|
|
|
|
|
||||||
Total cost of acquisition
|
|
|
|
|
|
|
187,238
|
|
||||||
|
|
|
|
|
|
|
|
|||||||
Goodwill recorded related to acquisition of Asheville Savings Bank
|
|
|
|
$
|
88,677
|
|
(a)
|
This fair value adjustment represents the amount necessary to reduce performing loans to their fair value due to interest rate factors and credit factors. Assuming the loans continue to perform, this amount will be amortized to increase interest income over the remaining lives of the related loans.
|
(b)
|
This fair value adjustment was recorded to write-down purchased credit impaired loans assumed in the acquisition to their estimated fair market value.
|
(c)
|
This fair value adjustment reduced the allowance for loan losses to zero as required by relevant accounting guidance.
|
(d)
|
This adjustment represents the amount necessary to increase premises and equipment from its book value on the date of acquisition to its estimated fair market value.
|
(e)
|
This fair value adjustment represents the value of the core deposit base assumed in the acquisition based on a study performed by an independent consulting firm. This amount was recorded by the Company as an identifiable intangible asset and is being amortized as expense on an accelerated basis over seven years.
|
(f)
|
This fair value adjustment primarily represents the net deferred tax liability associated with the other fair value adjustments made to record the transaction.
|
(g)
|
This fair value adjustment was recorded because the weighted average interest rate of Asheville Savings Bank’s time deposits exceeded the cost of similar wholesale funding at the time of the acquisition. This amount is being amortized to reduce interest expense on an accelerated basis over their remaining five year life.
|
(h)
|
This fair value adjustment represents miscellaneous adjustments needed to record assets and liabilities at their fair value.
|
(i)
|
This fair value adjustment relates to a change in the final amount of the core deposit intangible asset from the amount originally estimated.
|
(j)
|
This fair value adjustment relates to the write-down of a foreclosed property based on an updated appraisal and the related tax deferred tax asset adjustment.
|
(k)
|
This fair value adjustment was recorded to adjust the tax liability assumed on the acquisition date based on updated information.
|
($ in thousands, except share data)
|
Pro Forma Combined
Twelve Months Ended December 31, 2017 |
||
Net interest income
|
$
|
183,996
|
|
Noninterest income
|
54,523
|
|
|
Total revenue
|
238,519
|
|
|
|
|
||
Net income available to common shareholders
|
51,600
|
|
|
|
|
||
Earnings per common share
|
|
||
Basic
|
$
|
1.79
|
|
Diluted
|
1.78
|
|
|
2019
|
|
2018
|
|||||||||||||||||||||
|
Amortized
Cost
|
|
Fair
Value
|
|
Unrealized
|
|
Amortized
Cost
|
|
Fair
Value
|
|
Unrealized
|
|||||||||||||
($ in thousands)
|
|
|
Gains
|
|
(Losses)
|
|
|
|
Gains
|
|
(Losses)
|
|||||||||||||
Securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Government-sponsored enterprise securities
|
$
|
20,000
|
|
|
20,009
|
|
|
17
|
|
|
(8
|
)
|
|
82,995
|
|
|
82,662
|
|
|
63
|
|
|
(396
|
)
|
Mortgage-backed securities
|
758,491
|
|
|
767,285
|
|
|
9,463
|
|
|
(669
|
)
|
|
396,995
|
|
|
385,551
|
|
|
39
|
|
|
(11,483
|
)
|
|
Corporate bonds
|
33,711
|
|
|
34,651
|
|
|
1,025
|
|
|
(85
|
)
|
|
33,751
|
|
|
33,138
|
|
|
76
|
|
|
(689
|
)
|
|
Total available for sale
|
812,202
|
|
|
821,945
|
|
|
10,505
|
|
|
(762
|
)
|
|
513,741
|
|
|
501,351
|
|
|
178
|
|
|
(12,568
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Securities held to maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Mortgage-backed securities
|
41,423
|
|
|
41,542
|
|
|
125
|
|
|
(6
|
)
|
|
52,048
|
|
|
50,241
|
|
|
—
|
|
|
(1,807
|
)
|
|
State and local governments
|
26,509
|
|
|
26,791
|
|
|
285
|
|
|
(3
|
)
|
|
49,189
|
|
|
49,665
|
|
|
525
|
|
|
(49
|
)
|
|
Total held to maturity
|
$
|
67,932
|
|
|
68,333
|
|
|
410
|
|
|
(9
|
)
|
|
101,237
|
|
|
99,906
|
|
|
525
|
|
|
(1,856
|
)
|
($ in thousands)
|
Securities in an Unrealized
Loss Position for
Less than 12 Months
|
|
Securities in an Unrealized
Loss Position for
More than 12 Months
|
|
Total
|
|||||||||||||
|
Fair Value
|
|
Unrealized
Losses
|
|
Fair Value
|
|
Unrealized
Losses
|
|
Fair Value
|
|
Unrealized
Losses
|
|||||||
Government-sponsored enterprise securities
|
$
|
4,992
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
4,992
|
|
|
8
|
|
Mortgage-backed securities
|
77,274
|
|
|
293
|
|
|
50,851
|
|
|
382
|
|
|
128,125
|
|
|
675
|
|
|
Corporate bonds
|
—
|
|
|
—
|
|
|
915
|
|
|
85
|
|
|
915
|
|
|
85
|
|
|
State and local governments
|
—
|
|
|
—
|
|
|
934
|
|
|
3
|
|
|
934
|
|
|
3
|
|
|
Total temporarily impaired securities
|
$
|
82,266
|
|
|
301
|
|
|
52,700
|
|
|
470
|
|
|
134,966
|
|
|
771
|
|
($ in thousands)
|
Securities in an Unrealized
Loss Position for
Less than 12 Months
|
|
Securities in an Unrealized
Loss Position for
More than 12 Months
|
|
Total
|
|||||||||||||
|
Fair Value
|
|
Unrealized
Losses
|
|
Fair Value
|
|
Unrealized
Losses
|
|
Fair Value
|
|
Unrealized
Losses
|
|||||||
Government-sponsored enterprise securities
|
$
|
4,921
|
|
|
78
|
|
|
13,682
|
|
|
318
|
|
|
18,603
|
|
|
396
|
|
Mortgage-backed securities
|
82,525
|
|
|
351
|
|
|
294,305
|
|
|
12,939
|
|
|
376,830
|
|
|
13,290
|
|
|
Corporate bonds
|
20,704
|
|
|
433
|
|
|
5,817
|
|
|
256
|
|
|
26,521
|
|
|
689
|
|
|
State and local governments
|
595
|
|
|
1
|
|
|
6,641
|
|
|
48
|
|
|
7,236
|
|
|
49
|
|
|
Total temporarily impaired securities
|
$
|
108,745
|
|
|
863
|
|
|
320,445
|
|
|
13,561
|
|
|
429,190
|
|
|
14,424
|
|
|
Securities Available for Sale
|
|
Securities Held to Maturity
|
||||||||||
($ in thousands)
|
Amortized
Cost
|
|
Fair
Value
|
|
Amortized
Cost
|
|
Fair
Value
|
||||||
Debt securities
|
|
|
|
|
|
|
|
|
|
|
|
||
Due within one year
|
$
|
—
|
|
|
—
|
|
|
$
|
1,165
|
|
|
1,167
|
|
Due after one year but within five years
|
43,711
|
|
|
44,616
|
|
|
17,909
|
|
|
18,123
|
|
||
Due after five years but within ten years
|
5,000
|
|
|
4,992
|
|
|
6,923
|
|
|
6,984
|
|
||
Due after ten years
|
5,000
|
|
|
5,052
|
|
|
512
|
|
|
517
|
|
||
Mortgage-backed securities
|
758,491
|
|
|
767,285
|
|
|
41,423
|
|
|
41,542
|
|
||
Total securities
|
$
|
812,202
|
|
|
821,945
|
|
|
$
|
67,932
|
|
|
68,333
|
|
($ in thousands)
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||
|
Amount
|
|
Percentage
|
|
Amount
|
|
Percentage
|
||||||
All loans:
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||||||
Commercial, financial, and agricultural
|
$
|
504,271
|
|
|
11
|
%
|
|
$
|
457,037
|
|
|
11
|
%
|
Real estate – construction, land development & other land loans
|
530,866
|
|
|
12
|
%
|
|
518,976
|
|
|
12
|
%
|
||
Real estate – mortgage – residential (1-4 family) first mortgages
|
1,105,014
|
|
|
25
|
%
|
|
1,054,176
|
|
|
25
|
%
|
||
Real estate – mortgage – home equity loans / lines of credit
|
337,922
|
|
|
8
|
%
|
|
359,162
|
|
|
8
|
%
|
||
Real estate – mortgage – commercial and other
|
1,917,280
|
|
|
43
|
%
|
|
1,787,022
|
|
|
42
|
%
|
||
Installment loans to individuals
|
56,172
|
|
|
1
|
%
|
|
71,392
|
|
|
2
|
%
|
||
Subtotal
|
4,451,525
|
|
|
100
|
%
|
|
4,247,765
|
|
|
100
|
%
|
||
Unamortized net deferred loan costs (fees)
|
1,941
|
|
|
|
|
1,299
|
|
|
|
||||
Total loans
|
$
|
4,453,466
|
|
|
|
|
$
|
4,249,064
|
|
|
|
($ in thousands)
|
December 31,
2019 |
|
December 31,
2018 |
|||
Guaranteed portions of SBA Loans included in table above
|
$
|
54,400
|
|
|
53,205
|
|
Unguaranteed portions of SBA Loans included in table above
|
110,782
|
|
|
97,572
|
|
|
Total SBA loans included in the table above
|
$
|
165,182
|
|
|
150,777
|
|
|
|
|
|
|||
Sold portions of SBA loans with servicing retained - not included in table above
|
$
|
316,730
|
|
|
230,424
|
|
($ in thousands)
Purchased Credit Impaired Loans
|
For the year
Ended December 31, 2019 |
|
For the year
Ended December 31, 2018 |
|
For the year
Ended December 31, 2017 |
||||
Balance at beginning of period
|
$
|
17,393
|
|
|
23,165
|
|
|
514
|
|
Additions due to acquisition of Carolina Bank
|
—
|
|
|
—
|
|
|
19,254
|
|
|
Additions due to acquisition of Asheville Savings Bank
|
—
|
|
|
—
|
|
|
9,886
|
|
|
Change due to payments received and accretion
|
(4,863
|
)
|
|
(5,799
|
)
|
|
(6,016
|
)
|
|
Change due to loan charge-offs
|
(11
|
)
|
|
(4
|
)
|
|
(12
|
)
|
|
Transfers to foreclosed real estate
|
—
|
|
|
(10
|
)
|
|
(69
|
)
|
|
Other
|
145
|
|
|
41
|
|
|
(392
|
)
|
|
Balance at end of period
|
$
|
12,664
|
|
|
17,393
|
|
|
23,165
|
|
($ in thousands)
Accretable Yield for PCI loans
|
For the year
Ended December 31, 2019 |
|
For the year
Ended December 31, 2018 |
|
For the year
Ended December 31, 2017 |
||||
Balance at beginning of period
|
$
|
4,750
|
|
|
4,688
|
|
|
—
|
|
Additions due to acquisition of Carolina Bank
|
—
|
|
|
—
|
|
|
3,617
|
|
|
Additions due to acquisition of Asheville Savings Bank
|
—
|
|
|
—
|
|
|
1,804
|
|
|
Accretion
|
(1,486
|
)
|
|
(2,050
|
)
|
|
(1,846
|
)
|
|
Reclassification from (to) nonaccretable difference
|
617
|
|
|
849
|
|
|
423
|
|
|
Other, net
|
268
|
|
|
1,263
|
|
|
690
|
|
|
Balance at end of period
|
$
|
4,149
|
|
|
4,750
|
|
|
4,688
|
|
ASSET QUALITY DATA ($ in thousands)
|
December 31,
2019 |
|
December 31,
2018 |
|||
Nonperforming assets
|
|
|
|
|
|
|
Nonaccrual loans
|
$
|
24,866
|
|
|
22,575
|
|
Restructured loans - accruing
|
9,053
|
|
|
13,418
|
|
|
Accruing loans > 90 days past due
|
—
|
|
|
—
|
|
|
Total nonperforming loans
|
33,919
|
|
|
35,993
|
|
|
Foreclosed real estate
|
3,873
|
|
|
7,440
|
|
|
Total nonperforming assets
|
$
|
37,792
|
|
|
43,433
|
|
|
|
|
|
|||
Purchased credit impaired loans not included above (1)
|
$
|
12,664
|
|
|
17,393
|
|
|
|
|
|
($ in thousands)
|
December 31,
2019 |
|
December 31,
2018 |
|||
Commercial, financial, and agricultural
|
$
|
5,518
|
|
|
919
|
|
Real estate – construction, land development & other land loans
|
1,067
|
|
|
2,265
|
|
|
Real estate – mortgage – residential (1-4 family) first mortgages
|
7,552
|
|
|
10,115
|
|
|
Real estate – mortgage – home equity loans / lines of credit
|
1,797
|
|
|
1,685
|
|
|
Real estate – mortgage – commercial and other
|
8,820
|
|
|
7,452
|
|
|
Installment loans to individuals
|
112
|
|
|
139
|
|
|
Total
|
$
|
24,866
|
|
|
22,575
|
|
($ in thousands)
|
Accruing
30-59 Days
Past Due
|
|
Accruing 60-
89 Days
Past Due
|
|
Accruing 90
Days or More
Past Due
|
|
Nonaccrual
Loans
|
|
Accruing
Current
|
|
Total Loans
Receivable
|
||||||||
Commercial, financial, and agricultural
|
$
|
752
|
|
|
—
|
|
|
—
|
|
|
5,518
|
|
|
497,788
|
|
|
504,058
|
|
|
Real estate – construction, land development & other land loans
|
37
|
|
|
152
|
|
|
—
|
|
|
1,067
|
|
|
529,444
|
|
|
530,700
|
|
||
Real estate – mortgage – residential (1-4 family) first mortgages
|
10,858
|
|
|
5,056
|
|
|
—
|
|
|
7,552
|
|
|
1,076,205
|
|
|
1,099,671
|
|
||
Real estate – mortgage – home equity loans / lines of credit
|
770
|
|
|
300
|
|
|
—
|
|
|
1,797
|
|
|
334,832
|
|
|
337,699
|
|
||
Real estate – mortgage – commercial and other
|
4,257
|
|
|
—
|
|
|
—
|
|
|
8,820
|
|
|
1,897,573
|
|
|
1,910,650
|
|
||
Installment loans to individuals
|
344
|
|
|
137
|
|
|
—
|
|
|
112
|
|
|
55,490
|
|
|
56,083
|
|
||
Purchased credit impaired
|
218
|
|
|
38
|
|
|
762
|
|
|
—
|
|
|
11,646
|
|
|
12,664
|
|
||
Total
|
$
|
17,236
|
|
|
5,683
|
|
|
762
|
|
|
24,866
|
|
|
4,402,978
|
|
|
4,451,525
|
|
|
Unamortized net deferred loan costs
|
|
|
|
|
|
|
|
|
|
|
1,941
|
|
|||||||
Total loans
|
|
|
|
|
|
|
|
|
|
|
$
|
4,453,466
|
|
($ in thousands)
|
Accruing
30-59 Days
Past Due
|
|
Accruing 60-
89 Days
Past Due
|
|
Accruing 90
Days or More
Past Due
|
|
Nonaccrual
Loans
|
|
Accruing
Current
|
|
Total Loans
Receivable
|
||||||||
Commercial, financial, and agricultural
|
$
|
191
|
|
|
5
|
|
|
—
|
|
|
919
|
|
|
455,692
|
|
|
456,807
|
|
|
Real estate – construction, land development & other land loans
|
849
|
|
|
212
|
|
|
—
|
|
|
2,265
|
|
|
515,472
|
|
|
518,798
|
|
||
Real estate – mortgage – residential (1-4 family) first mortgages
|
14,178
|
|
|
1,369
|
|
|
—
|
|
|
10,115
|
|
|
1,022,261
|
|
|
1,047,923
|
|
||
Real estate – mortgage – home equity loans / lines of credit
|
1,048
|
|
|
254
|
|
|
—
|
|
|
1,685
|
|
|
355,831
|
|
|
358,818
|
|
||
Real estate – mortgage – commercial and other
|
709
|
|
|
520
|
|
|
—
|
|
|
7,452
|
|
|
1,768,205
|
|
|
1,776,886
|
|
||
Installment loans to individuals
|
359
|
|
|
220
|
|
|
—
|
|
|
139
|
|
|
70,422
|
|
|
71,140
|
|
||
Purchased credit impaired
|
990
|
|
|
138
|
|
|
583
|
|
|
—
|
|
|
15,682
|
|
|
17,393
|
|
||
Total
|
$
|
18,324
|
|
|
2,718
|
|
|
583
|
|
|
22,575
|
|
|
4,203,565
|
|
|
4,247,765
|
|
|
Unamortized net deferred loan fees
|
|
|
|
|
|
|
|
|
|
|
1,299
|
|
|||||||
Total loans
|
|
|
|
|
|
|
|
|
|
|
$
|
4,249,064
|
|
($ in thousands)
|
Commercial,
Financial, and
Agricultural
|
|
Real Estate –
Construction,
Land
Development
& Other Land
Loans
|
|
Real Estate –
Residential
(1-4 Family)
First
Mortgages
|
|
Real Estate
– Mortgage
– Home
Equity Lines
of Credit
|
|
Real Estate
– Mortgage
–
Commercial
and Other
|
|
Installment
Loans to
Individuals
|
|
Unallocated
|
|
Total
|
||||||||||
As of and for the year ended December 31, 2019
|
|||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Beginning balance
|
$
|
2,889
|
|
|
2,243
|
|
|
5,197
|
|
|
1,665
|
|
|
7,983
|
|
|
952
|
|
|
110
|
|
|
21,039
|
|
|
Charge-offs
|
(2,473
|
)
|
|
(553
|
)
|
|
(657
|
)
|
|
(307
|
)
|
|
(1,556
|
)
|
|
(757
|
)
|
|
—
|
|
|
(6,303
|
)
|
||
Recoveries
|
980
|
|
|
1,275
|
|
|
705
|
|
|
629
|
|
|
575
|
|
|
235
|
|
|
—
|
|
|
4,399
|
|
||
Provisions
|
3,157
|
|
|
(989
|
)
|
|
(1,413
|
)
|
|
(860
|
)
|
|
1,936
|
|
|
542
|
|
|
(110
|
)
|
|
2,263
|
|
||
Ending balance
|
$
|
4,553
|
|
|
1,976
|
|
|
3,832
|
|
|
1,127
|
|
|
8,938
|
|
|
972
|
|
|
—
|
|
|
21,398
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ending balances as of December 31, 2019: Allowance for loan losses
|
|||||||||||||||||||||||||
Individually evaluated for impairment
|
$
|
1,791
|
|
|
50
|
|
|
750
|
|
|
—
|
|
|
983
|
|
|
—
|
|
|
—
|
|
|
3,574
|
|
|
Collectively evaluated for impairment
|
$
|
2,720
|
|
|
1,926
|
|
|
2,976
|
|
|
1,127
|
|
|
7,931
|
|
|
961
|
|
|
—
|
|
|
17,641
|
|
|
Purchased credit impaired
|
$
|
42
|
|
|
—
|
|
|
106
|
|
|
—
|
|
|
24
|
|
|
11
|
|
|
—
|
|
|
183
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans receivable as of December 31, 2019:
|
|||||||||||||||||||||||||
Ending balance – total
|
$
|
504,271
|
|
|
530,866
|
|
|
1,105,014
|
|
|
337,922
|
|
|
1,917,280
|
|
|
56,172
|
|
|
—
|
|
|
4,451,525
|
|
|
Unamortized net deferred loan costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,941
|
|
|||||||||
Total loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
4,453,466
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ending balances as of December 31, 2019: Loans
|
|||||||||||||||||||||||||
Individually evaluated for impairment
|
$
|
4,957
|
|
|
796
|
|
|
9,546
|
|
|
333
|
|
|
9,570
|
|
|
—
|
|
|
—
|
|
|
25,202
|
|
|
Collectively evaluated for impairment
|
$
|
499,101
|
|
|
529,904
|
|
|
1,090,125
|
|
|
337,366
|
|
|
1,901,080
|
|
|
56,083
|
|
|
—
|
|
|
4,413,659
|
|
|
Purchased credit impaired
|
$
|
213
|
|
|
166
|
|
|
5,343
|
|
|
223
|
|
|
6,630
|
|
|
89
|
|
|
—
|
|
|
12,664
|
|
($ in thousands)
|
Commercial,
Financial, and
Agricultural
|
|
Real Estate –
Construction,
Land
Development
& Other Land
Loans
|
|
Real Estate –
Residential
(1-4 Family)
First
Mortgages
|
|
Real Estate
– Mortgage
– Home
Equity Lines
of Credit
|
|
Real Estate
– Mortgage
–
Commercial
and Other
|
|
Installment
Loans to
Individuals
|
|
Unallocated
|
|
Total
|
||||||||||
As of and for the year ended December 31, 2018
|
|||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Beginning balance
|
$
|
3,111
|
|
|
2,816
|
|
|
6,147
|
|
|
1,827
|
|
|
6,475
|
|
|
950
|
|
|
1,972
|
|
|
23,298
|
|
|
Charge-offs
|
(2,128
|
)
|
|
(158
|
)
|
|
(1,734
|
)
|
|
(711
|
)
|
|
(1,459
|
)
|
|
(781
|
)
|
|
—
|
|
|
(6,971
|
)
|
||
Recoveries
|
1,195
|
|
|
4,097
|
|
|
833
|
|
|
364
|
|
|
1,503
|
|
|
309
|
|
|
—
|
|
|
8,301
|
|
||
Provisions
|
711
|
|
|
(4,512
|
)
|
|
(49
|
)
|
|
185
|
|
|
1,464
|
|
|
474
|
|
|
(1,862
|
)
|
|
(3,589
|
)
|
||
Ending balance
|
$
|
2,889
|
|
|
2,243
|
|
|
5,197
|
|
|
1,665
|
|
|
7,983
|
|
|
952
|
|
|
110
|
|
|
21,039
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ending balances as of December 31, 2018: Allowance for loan losses
|
|||||||||||||||||||||||||
Individually evaluated for impairment
|
$
|
226
|
|
|
134
|
|
|
955
|
|
|
48
|
|
|
906
|
|
|
—
|
|
|
—
|
|
|
2,269
|
|
|
Collectively evaluated for impairment
|
$
|
2,661
|
|
|
2,109
|
|
|
4,143
|
|
|
1,608
|
|
|
7,070
|
|
|
941
|
|
|
110
|
|
|
18,642
|
|
|
Purchased credit impaired
|
$
|
2
|
|
|
—
|
|
|
99
|
|
|
9
|
|
|
7
|
|
|
11
|
|
|
—
|
|
|
128
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans receivable as of December 31, 2018:
|
|||||||||||||||||||||||||
Ending balance – total
|
$
|
457,037
|
|
|
518,976
|
|
|
1,054,176
|
|
|
359,162
|
|
|
1,787,022
|
|
|
71,392
|
|
|
—
|
|
|
4,247,765
|
|
|
Unamortized net deferred loan fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,299
|
|
|||||||||
Total loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
4,249,064
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ending balances as of December 31, 2018: Loans
|
|||||||||||||||||||||||||
Individually evaluated for impairment
|
$
|
696
|
|
|
1,345
|
|
|
12,391
|
|
|
296
|
|
|
9,525
|
|
|
—
|
|
|
—
|
|
|
24,253
|
|
|
Collectively evaluated for impairment
|
$
|
456,111
|
|
|
517,453
|
|
|
1,035,532
|
|
|
358,522
|
|
|
1,767,361
|
|
|
71,140
|
|
|
—
|
|
|
4,206,119
|
|
|
Purchased credit impaired
|
$
|
230
|
|
|
178
|
|
|
6,253
|
|
|
344
|
|
|
10,136
|
|
|
252
|
|
|
—
|
|
|
17,393
|
|
($ in thousands)
|
Commercial,
Financial, and
Agricultural
|
|
Real Estate –
Construction,
Land
Development
& Other Land
Loans
|
|
Real Estate
–
Residential
(1-4 Family)
First
Mortgages
|
|
Real Estate
– Mortgage
– Home
Equity Lines
of Credit
|
|
Real Estate
– Mortgage
–
Commercial
and Other
|
|
Installment
Loans to
Individuals
|
|
Unallo-
cated
|
|
Total
|
|||||||||
As of and for the year ended December 31, 2017
|
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Beginning balance
|
$
|
3,829
|
|
|
2,691
|
|
|
7,704
|
|
|
2,420
|
|
|
5,098
|
|
|
1,145
|
|
|
894
|
|
|
23,781
|
|
Charge-offs
|
(1,622
|
)
|
|
(589
|
)
|
|
(2,641
|
)
|
|
(978
|
)
|
|
(1,182
|
)
|
|
(799
|
)
|
|
—
|
|
|
(7,811
|
)
|
|
Recoveries
|
1,311
|
|
|
2,579
|
|
|
1,076
|
|
|
333
|
|
|
1,027
|
|
|
279
|
|
|
—
|
|
|
6,605
|
|
|
Provisions
|
(407
|
)
|
|
(1,865
|
)
|
|
8
|
|
|
52
|
|
|
1,532
|
|
|
325
|
|
|
1,078
|
|
|
723
|
|
|
Ending balance
|
$
|
3,111
|
|
|
2,816
|
|
|
6,147
|
|
|
1,827
|
|
|
6,475
|
|
|
950
|
|
|
1,972
|
|
|
23,298
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Ending balances as of December 31, 2017: Allowance for loan losses
|
||||||||||||||||||||||||
Individually evaluated for impairment
|
$
|
215
|
|
|
18
|
|
|
1,099
|
|
|
—
|
|
|
232
|
|
|
—
|
|
|
—
|
|
|
1,564
|
|
Collectively evaluated for impairment
|
$
|
2,896
|
|
|
2,798
|
|
|
4,831
|
|
|
1,788
|
|
|
6,226
|
|
|
950
|
|
|
1,972
|
|
|
21,461
|
|
Purchased credit impaired
|
$
|
—
|
|
|
—
|
|
|
217
|
|
|
39
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
273
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Loans receivable as of December 31, 2017:
|
||||||||||||||||||||||||
Ending balance – total
|
$
|
381,130
|
|
|
539,020
|
|
|
972,772
|
|
|
379,978
|
|
|
1,696,107
|
|
|
74,348
|
|
|
—
|
|
|
4,043,355
|
|
Unamortized net deferred loan fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(986
|
)
|
||||||||
Total loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,042,369
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Ending balances as of December 31, 2017: Loans
|
||||||||||||||||||||||||
Individually evaluated for impairment
|
$
|
579
|
|
|
2,975
|
|
|
14,800
|
|
|
368
|
|
|
8,493
|
|
|
—
|
|
|
—
|
|
|
27,215
|
|
Collectively evaluated for impairment
|
$
|
379,903
|
|
|
535,638
|
|
|
949,113
|
|
|
379,327
|
|
|
1,675,102
|
|
|
73,892
|
|
|
—
|
|
|
3,992,975
|
|
Purchased credit impaired
|
$
|
648
|
|
|
407
|
|
|
8,859
|
|
|
283
|
|
|
12,512
|
|
|
456
|
|
|
—
|
|
|
23,165
|
|
($ in thousands)
|
Recorded
Investment
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
|
Average
Recorded
Investment
|
|||||
Impaired loans with no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Commercial, financial, and agricultural
|
$
|
16
|
|
|
19
|
|
|
—
|
|
|
74
|
|
Real estate – mortgage – construction, land development & other land loans
|
221
|
|
|
263
|
|
|
—
|
|
|
366
|
|
|
Real estate – mortgage – residential (1-4 family) first mortgages
|
4,300
|
|
|
4,539
|
|
|
—
|
|
|
4,415
|
|
|
Real estate – mortgage –home equity loans / lines of credit
|
333
|
|
|
357
|
|
|
—
|
|
|
147
|
|
|
Real estate – mortgage –commercial and other
|
2,643
|
|
|
3,328
|
|
|
—
|
|
|
3,240
|
|
|
Installment loans to individuals
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total impaired loans with no allowance
|
$
|
7,513
|
|
|
8,506
|
|
|
—
|
|
|
8,242
|
|
|
|
|
|
|
|
|
|
|||||
Impaired loans with an allowance recorded:
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|||||
Commercial, financial, and agricultural
|
$
|
4,941
|
|
|
4,995
|
|
|
1,791
|
|
|
1,681
|
|
Real estate – mortgage – construction, land development & other land loans
|
575
|
|
|
575
|
|
|
50
|
|
|
586
|
|
|
Real estate – mortgage – residential (1-4 family) first mortgages
|
5,246
|
|
|
5,469
|
|
|
750
|
|
|
6,206
|
|
|
Real estate – mortgage –home equity loans / lines of credit
|
—
|
|
|
—
|
|
|
—
|
|
|
55
|
|
|
Real estate – mortgage –commercial and other
|
6,927
|
|
|
7,914
|
|
|
983
|
|
|
5,136
|
|
|
Installment loans to individuals
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total impaired loans with allowance
|
$
|
17,689
|
|
|
18,953
|
|
|
3,574
|
|
|
13,664
|
|
($ in thousands)
|
Recorded
Investment
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
|
Average
Recorded
Investment
|
|||||
Impaired loans with no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Commercial, financial, and agricultural
|
$
|
310
|
|
|
310
|
|
|
—
|
|
|
957
|
|
Real estate – mortgage – construction, land development & other land loans
|
485
|
|
|
803
|
|
|
—
|
|
|
2,366
|
|
|
Real estate – mortgage – residential (1-4 family) first mortgages
|
4,626
|
|
|
4,948
|
|
|
—
|
|
|
4,804
|
|
|
Real estate – mortgage –home equity loans / lines of credit
|
22
|
|
|
31
|
|
|
—
|
|
|
91
|
|
|
Real estate – mortgage –commercial and other
|
3,475
|
|
|
4,237
|
|
|
—
|
|
|
3,670
|
|
|
Installment loans to individuals
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total impaired loans with no allowance
|
$
|
8,918
|
|
|
10,329
|
|
|
—
|
|
|
11,888
|
|
|
|
|
|
|
|
|
|
|||||
Impaired loans with an allowance recorded:
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|||||
Commercial, financial, and agricultural
|
$
|
386
|
|
|
387
|
|
|
226
|
|
|
422
|
|
Real estate – mortgage – construction, land development & other land loans
|
860
|
|
|
864
|
|
|
134
|
|
|
385
|
|
|
Real estate – mortgage – residential (1-4 family) first mortgages
|
7,765
|
|
|
7,904
|
|
|
955
|
|
|
8,963
|
|
|
Real estate – mortgage –home equity loans / lines of credit
|
274
|
|
|
275
|
|
|
48
|
|
|
184
|
|
|
Real estate – mortgage –commercial and other
|
6,050
|
|
|
6,054
|
|
|
906
|
|
|
5,911
|
|
|
Installment loans to individuals
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
Total impaired loans with allowance
|
$
|
15,335
|
|
|
15,484
|
|
|
2,269
|
|
|
15,867
|
|
($ in thousands)
|
Recorded
Investment
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
|
Average
Recorded
Investment
|
|||||
Impaired loans with no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Commercial, financial, and agricultural
|
$
|
183
|
|
|
425
|
|
|
—
|
|
|
276
|
|
Real estate – mortgage – construction, land development & other land loans
|
2,743
|
|
|
3,941
|
|
|
—
|
|
|
2,846
|
|
|
Real estate – mortgage – residential (1-4 family) first mortgages
|
5,205
|
|
|
5,728
|
|
|
—
|
|
|
7,067
|
|
|
Real estate – mortgage –home equity loans / lines of credit
|
368
|
|
|
387
|
|
|
—
|
|
|
129
|
|
|
Real estate – mortgage –commercial and other
|
3,066
|
|
|
3,321
|
|
|
—
|
|
|
3,143
|
|
|
Installment loans to individuals
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total impaired loans with no allowance
|
$
|
11,565
|
|
|
13,802
|
|
|
—
|
|
|
13,461
|
|
|
|
|
|
|
|
|
|
|||||
Impaired loans with an allowance recorded:
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|||||
Commercial, financial, and agricultural
|
$
|
396
|
|
|
396
|
|
|
215
|
|
|
214
|
|
Real estate – mortgage – construction, land development & other land loans
|
232
|
|
|
241
|
|
|
18
|
|
|
503
|
|
|
Real estate – mortgage – residential (1-4 family) first mortgages
|
9,595
|
|
|
9,829
|
|
|
1,099
|
|
|
10,077
|
|
|
Real estate – mortgage –home equity loans / lines of credit
|
—
|
|
|
—
|
|
|
—
|
|
|
66
|
|
|
Real estate – mortgage –commercial and other
|
5,427
|
|
|
5,427
|
|
|
232
|
|
|
5,369
|
|
|
Installment loans to individuals
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total impaired loans with allowance
|
$
|
15,650
|
|
|
15,893
|
|
|
1,564
|
|
|
16,229
|
|
|
Risk Grade
|
Description
|
Pass:
|
|
|
|
1
|
Loans with virtually no risk, including cash secured loans.
|
|
2
|
Loans with documented significant overall financial strength. These loans have minimum chance of loss due to the presence of multiple sources of repayment – each clearly sufficient to satisfy the obligation.
|
|
3
|
Loans with documented satisfactory overall financial strength. These loans have a low loss potential due to presence of at least two clearly identified sources of repayment – each of which is sufficient to satisfy the obligation under the present circumstances.
|
|
4
|
Loans to borrowers with acceptable financial condition. These loans could have signs of minor operational weaknesses, lack of adequate financial information, or loans supported by collateral with questionable value or marketability.
|
|
5
|
Loans that represent above average risk due to minor weaknesses and warrant closer scrutiny by management. Collateral is generally available and felt to provide reasonable coverage with realizable liquidation values in normal circumstances. Repayment performance is satisfactory.
|
|
P
(Pass)
|
Consumer loans (<$500,000) that are of satisfactory credit quality with borrowers who exhibit good personal credit history, average personal financial strength and moderate debt levels. These loans generally conform to Bank policy, but may include approved mitigated exceptions to the guidelines.
|
Special Mention:
|
|
|
|
6
|
Existing loans with defined weaknesses in primary source of repayment that, if not corrected, could cause a loss to the Bank.
|
Classified:
|
|
|
|
7
|
An existing loan inadequately protected by the current sound net worth and paying capacity of the obligor or the collateral pledged, if any. These loans have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt.
|
|
8
|
Loans that have a well-defined weakness that make the collection or liquidation in full highly questionable and improbable. Loss appears imminent, but the exact amount and timing is uncertain.
|
|
9
|
Loans that are considered uncollectible and are in the process of being charged-off. This grade is a temporary grade assigned for administrative purposes until the charge-off is completed.
|
|
F
(Fail)
|
Consumer loans (<$500,000) with a well-defined weakness, such as exceptions of any kind with no mitigating factors, history of paying outside the terms of the note, insufficient income to support the current level of debt, etc.
|
|
|
||||||||||||||
($ in thousands)
|
Pass
|
|
Special Mention
Loans
|
|
Classified
Accruing Loans
|
|
Classified
Nonaccrual
Loans
|
|
Total
|
||||||
Commercial, financial, and agricultural
|
$
|
486,081
|
|
|
7,998
|
|
|
4,461
|
|
|
5,518
|
|
|
504,058
|
|
Real estate – construction, land development & other land loans
|
522,767
|
|
|
4,075
|
|
|
2,791
|
|
|
1,067
|
|
|
530,700
|
|
|
Real estate – mortgage – residential (1-4 family) first mortgages
|
1,063,735
|
|
|
13,187
|
|
|
15,197
|
|
|
7,552
|
|
|
1,099,671
|
|
|
Real estate – mortgage – home equity loans / lines of credit
|
328,903
|
|
|
1,258
|
|
|
5,741
|
|
|
1,797
|
|
|
337,699
|
|
|
Real estate – mortgage – commercial and other
|
1,873,594
|
|
|
20,800
|
|
|
7,436
|
|
|
8,820
|
|
|
1,910,650
|
|
|
Installment loans to individuals
|
55,203
|
|
|
413
|
|
|
355
|
|
|
112
|
|
|
56,083
|
|
|
Purchased credit impaired
|
8,098
|
|
|
2,590
|
|
|
1,976
|
|
|
—
|
|
|
12,664
|
|
|
Total
|
$
|
4,338,381
|
|
|
50,321
|
|
|
37,957
|
|
|
24,866
|
|
|
4,451,525
|
|
Unamortized net deferred loan costs
|
|
|
|
|
|
|
|
|
1,941
|
|
|||||
Total loans
|
|
|
|
|
|
|
|
|
4,453,466
|
|
|
|
||||||||||||||
($ in thousands)
|
Pass
|
|
Special Mention
Loans
|
|
Classified
Accruing Loans
|
|
Classified
Nonaccrual
Loans
|
|
Total
|
||||||
Commercial, financial, and agricultural
|
$
|
452,373
|
|
|
3,056
|
|
|
459
|
|
|
919
|
|
|
456,807
|
|
Real estate – construction, land development & other land loans
|
509,251
|
|
|
5,668
|
|
|
1,614
|
|
|
2,265
|
|
|
518,798
|
|
|
Real estate – mortgage – residential (1-4 family) first mortgages
|
1,004,457
|
|
|
12,238
|
|
|
21,113
|
|
|
10,115
|
|
|
1,047,923
|
|
|
Real estate – mortgage – home equity loans / lines of credit
|
348,792
|
|
|
1,688
|
|
|
6,653
|
|
|
1,685
|
|
|
358,818
|
|
|
Real estate – mortgage – commercial and other
|
1,750,810
|
|
|
14,484
|
|
|
4,140
|
|
|
7,452
|
|
|
1,776,886
|
|
|
Installment loans to individuals
|
70,357
|
|
|
231
|
|
|
413
|
|
|
139
|
|
|
71,140
|
|
|
Purchased credit impaired
|
8,355
|
|
|
5,214
|
|
|
3,824
|
|
|
—
|
|
|
17,393
|
|
|
Total
|
$
|
4,144,395
|
|
|
42,579
|
|
|
38,216
|
|
|
22,575
|
|
|
4,247,765
|
|
Unamortized net deferred loan fees
|
|
|
|
|
|
|
|
|
1,299
|
|
|||||
Total loans
|
|
|
|
|
|
|
|
|
4,249,064
|
|
($ in thousands)
|
For the year ended
December 31, 2019 |
|||||||||
|
Number of
Contracts
|
|
Pre-
Modification
Restructured
Balances
|
|
Post-
Modification
Restructured
Balances
|
|||||
TDRs – Accruing
|
|
|
|
|
|
|
|
|
||
Commercial, financial, and agricultural
|
2
|
|
|
$
|
395
|
|
|
$
|
395
|
|
Real estate – construction, land development & other land loans
|
—
|
|
|
—
|
|
|
—
|
|
||
Real estate – mortgage – residential (1-4 family) first mortgages
|
3
|
|
|
387
|
|
|
391
|
|
||
Real estate – mortgage – home equity loans / lines of credit
|
—
|
|
|
—
|
|
|
—
|
|
||
Real estate – mortgage – commercial and other
|
1
|
|
|
274
|
|
|
274
|
|
||
Installment loans to individuals
|
—
|
|
|
—
|
|
|
—
|
|
||
|
|
|
|
|
|
|||||
TDRs – Nonaccrual
|
|
|
|
|
|
|||||
Commercial, financial, and agricultural
|
—
|
|
|
—
|
|
|
—
|
|
||
Real estate – construction, land development & other land loans
|
—
|
|
|
—
|
|
|
—
|
|
||
Real estate – mortgage – residential (1-4 family) first mortgages
|
—
|
|
|
—
|
|
|
—
|
|
||
Real estate – mortgage – home equity loans / lines of credit
|
—
|
|
|
—
|
|
|
—
|
|
||
Real estate – mortgage – commercial and other
|
—
|
|
|
—
|
|
|
—
|
|
||
Installment loans to individuals
|
—
|
|
|
—
|
|
|
—
|
|
||
|
|
|
|
|
|
|||||
Total TDRs arising during period
|
6
|
|
|
$
|
1,056
|
|
|
$
|
1,060
|
|
($ in thousands)
|
For the year ended
December 31, 2018 |
|||||||||
|
Number of
Contracts
|
|
Pre-
Modification
Restructured
Balances
|
|
Post-
Modification
Restructured
Balances
|
|||||
TDRs – Accruing
|
|
|
|
|
|
|
|
|
||
Commercial, financial, and agricultural
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Real estate – construction, land development & other land loans
|
—
|
|
|
—
|
|
|
—
|
|
||
Real estate – mortgage – residential (1-4 family) first mortgages
|
2
|
|
|
254
|
|
|
273
|
|
||
Real estate – mortgage – home equity loans / lines of credit
|
—
|
|
|
—
|
|
|
—
|
|
||
Real estate – mortgage – commercial and other
|
—
|
|
|
—
|
|
|
—
|
|
||
Installment loans to individuals
|
—
|
|
|
—
|
|
|
—
|
|
||
|
|
|
|
|
|
|||||
TDRs – Nonaccrual
|
|
|
|
|
|
|||||
Commercial, financial, and agricultural
|
—
|
|
|
—
|
|
|
—
|
|
||
Real estate – construction, land development & other land loans
|
1
|
|
|
61
|
|
|
61
|
|
||
Real estate – mortgage – residential (1-4 family) first mortgages
|
3
|
|
|
340
|
|
|
350
|
|
||
Real estate – mortgage – home equity loans / lines of credit
|
—
|
|
|
—
|
|
|
—
|
|
||
Real estate – mortgage – commercial and other
|
—
|
|
|
—
|
|
|
—
|
|
||
Installment loans to individuals
|
—
|
|
|
—
|
|
|
—
|
|
||
|
|
|
|
|
|
|||||
Total TDRs arising during period
|
6
|
|
|
$
|
655
|
|
|
$
|
684
|
|
($ in thousands)
|
For the year ended
December 31, 2017 |
|||||||||
|
Number of
Contracts
|
|
Pre-
Modification
Restructured
Balances
|
|
Post-
Modification
Restructured
Balances
|
|||||
TDRs – Accruing
|
|
|
|
|
|
|
|
|
||
Commercial, financial, and agricultural
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Real estate – construction, land development & other land loans
|
—
|
|
|
—
|
|
|
—
|
|
||
Real estate – mortgage – residential (1-4 family) first mortgages
|
—
|
|
|
—
|
|
|
—
|
|
||
Real estate – mortgage – home equity loans / lines of credit
|
—
|
|
|
—
|
|
|
—
|
|
||
Real estate – mortgage – commercial and other
|
6
|
|
|
4,120
|
|
|
4,095
|
|
||
Installment loans to individuals
|
—
|
|
|
—
|
|
|
—
|
|
||
|
|
|
|
|
|
|||||
TDRs – Nonaccrual
|
|
|
|
|
|
|||||
Commercial, financial, and agricultural
|
1
|
|
|
38
|
|
|
25
|
|
||
Real estate – construction, land development & other land loans
|
1
|
|
|
32
|
|
|
32
|
|
||
Real estate – mortgage – residential (1-4 family) first mortgages
|
2
|
|
|
262
|
|
|
262
|
|
||
Real estate – mortgage – home equity loans / lines of credit
|
—
|
|
|
—
|
|
|
—
|
|
||
Real estate – mortgage – commercial and other
|
—
|
|
|
—
|
|
|
—
|
|
||
Installment loans to individuals
|
—
|
|
|
—
|
|
|
—
|
|
||
|
|
|
|
|
|
|||||
Total TDRs arising during period
|
10
|
|
|
$
|
4,452
|
|
|
$
|
4,414
|
|
($ in thousands)
|
For the Year ended
December 31, 2019 |
|
For the Year ended
December 31, 2018 |
|
For the Year ended
December 31, 2017 |
|||||||||||||||
|
Number of
Contracts
|
|
Recorded
Investment
|
|
Number of
Contracts
|
|
Recorded
Investment
|
|
Number of
Contracts
|
|
Recorded
Investment
|
|||||||||
Accruing TDRs that subsequently defaulted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Real estate – mortgage – residential (1-4 family first mortgages)
|
1
|
|
|
$
|
93
|
|
|
1
|
|
|
60
|
|
|
2
|
|
|
880
|
|
||
Real estate – mortgage – commercial and other
|
—
|
|
|
—
|
|
|
3
|
|
|
1,333
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total accruing TDRs that subsequently defaulted
|
1
|
|
|
$
|
93
|
|
|
4
|
|
|
$
|
1,393
|
|
|
2
|
|
|
$
|
880
|
|
($ in thousands)
|
2019
|
|
2018
|
|||
Land
|
$
|
38,164
|
|
|
38,647
|
|
Buildings
|
93,738
|
|
|
93,794
|
|
|
Furniture and equipment
|
33,110
|
|
|
36,115
|
|
|
Leasehold improvements
|
2,195
|
|
|
2,404
|
|
|
Total cost
|
167,207
|
|
|
170,960
|
|
|
Less accumulated depreciation and amortization
|
(52,348
|
)
|
|
(51,960
|
)
|
|
Total premises and equipment
|
$
|
114,859
|
|
|
119,000
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
|||||||||
($ in thousands)
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|||||
Amortizable intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer lists
|
|
$
|
6,013
|
|
|
2,185
|
|
|
6,013
|
|
|
1,637
|
|
Core deposit intangibles
|
|
28,440
|
|
|
20,610
|
|
|
28,440
|
|
|
16,469
|
|
|
SBA servicing asset
|
|
7,776
|
|
|
2,393
|
|
|
5,472
|
|
|
1,053
|
|
|
Other
|
|
1,303
|
|
|
1,127
|
|
|
1,303
|
|
|
957
|
|
|
Total
|
|
$
|
43,532
|
|
|
26,315
|
|
|
41,228
|
|
|
20,116
|
|
|
|
|
|
|
|
|
|
|
|||||
Unamortizable intangible assets:
|
|
|
|
|
|
|
|
|
|||||
Goodwill
|
|
$
|
234,368
|
|
|
|
|
234,368
|
|
|
|
($ in thousands)
|
|
Estimated
Amortization Expense
|
||
2020
|
|
$
|
3,841
|
|
2021
|
|
2,927
|
|
|
2022
|
|
2,022
|
|
|
2023
|
|
1,041
|
|
|
2024
|
|
404
|
|
|
Thereafter
|
|
1,599
|
|
|
Total
|
|
$
|
11,834
|
|
($ in thousands)
|
2019
|
|
2018
|
|
2017
|
||||
Allocated to net income
|
$
|
24,230
|
|
|
24,189
|
|
|
21,767
|
|
Allocated to stockholders’ equity, for unrealized holding gain/loss on debt and equity securities for financial reporting purposes
|
5,135
|
|
|
(2,379
|
)
|
|
321
|
|
|
Allocated to stockholders’ equity, for tax benefit of pension liabilities
|
42
|
|
|
(5
|
)
|
|
668
|
|
|
Total income taxes
|
$
|
29,407
|
|
|
21,805
|
|
|
22,756
|
|
($ in thousands)
|
2019
|
|
2018
|
|
2017
|
|||||
Current
|
- Federal
|
$
|
19,920
|
|
|
19,188
|
|
|
11,286
|
|
|
- State
|
2,499
|
|
|
3,187
|
|
|
1,996
|
|
|
Deferred
|
- Federal
|
1,572
|
|
|
1,658
|
|
|
7,742
|
|
|
|
- State
|
239
|
|
|
156
|
|
|
743
|
|
|
Total
|
$
|
24,230
|
|
|
24,189
|
|
|
21,767
|
|
($ in thousands)
|
2019
|
|
2018
|
|||
Deferred tax assets:
|
|
|
|
|
|
|
Allowance for loan losses
|
$
|
4,916
|
|
|
4,917
|
|
Excess book over tax pension plan cost
|
241
|
|
|
92
|
|
|
Deferred compensation
|
293
|
|
|
367
|
|
|
Federal & state net operating loss and tax credit carryforwards
|
376
|
|
|
631
|
|
|
Accruals, book versus tax
|
2,833
|
|
|
3,036
|
|
|
Pension liability adjustments
|
710
|
|
|
752
|
|
|
Foreclosed real estate
|
87
|
|
|
715
|
|
|
Basis differences in assets acquired in FDIC transactions
|
416
|
|
|
1,121
|
|
|
Nonqualified stock options
|
370
|
|
|
240
|
|
|
Partnership investments
|
254
|
|
|
208
|
|
|
Unrealized loss on securities available for sale
|
—
|
|
|
2,895
|
|
|
SBA servicing asset
|
400
|
|
|
310
|
|
|
All other
|
3
|
|
|
42
|
|
|
Gross deferred tax assets
|
10,899
|
|
|
15,326
|
|
|
Less: Valuation allowance
|
(40
|
)
|
|
(36
|
)
|
|
Net deferred tax assets
|
10,859
|
|
|
15,290
|
|
|
Deferred tax liabilities:
|
|
|
|
|||
Loan fees
|
(2,428
|
)
|
|
(2,484
|
)
|
|
Excess book over tax pension plan cost
|
—
|
|
|
—
|
|
|
Depreciable basis of fixed assets
|
(4,995
|
)
|
|
(4,278
|
)
|
|
Amortizable basis of intangible assets
|
(7,844
|
)
|
|
(7,921
|
)
|
|
FHLB stock dividends
|
(472
|
)
|
|
(721
|
)
|
|
Trust preferred securities
|
(548
|
)
|
|
(528
|
)
|
|
Purchase accounting adjustments
|
(84
|
)
|
|
(122
|
)
|
|
Unrealized gain on securities available for sale
|
(2,239
|
)
|
|
—
|
|
|
Gross deferred tax liabilities
|
(18,610
|
)
|
|
(16,054
|
)
|
|
Net deferred tax liability - included in other liabilities
|
$
|
(7,751
|
)
|
|
(764
|
)
|
($ in thousands)
|
2019
|
|
2018
|
|
2017
|
||||
Tax provision at statutory rate
|
$
|
24,418
|
|
|
23,830
|
|
|
23,709
|
|
Increase (decrease) in income taxes resulting from:
|
|
|
|
|
|
||||
Tax-exempt interest income
|
(1,186
|
)
|
|
(1,117
|
)
|
|
(1,461
|
)
|
|
Low income housing tax credits
|
(756
|
)
|
|
(698
|
)
|
|
(596
|
)
|
|
Non-deductible interest expense
|
43
|
|
|
27
|
|
|
24
|
|
|
State income taxes, net of federal benefit
|
2,178
|
|
|
2,639
|
|
|
1,780
|
|
|
Change in valuation allowance
|
4
|
|
|
(8
|
)
|
|
(1
|
)
|
|
Impact of tax reform
|
(73
|
)
|
|
—
|
|
|
(1,269
|
)
|
|
Other, net
|
(398
|
)
|
|
(484
|
)
|
|
(419
|
)
|
|
Total
|
$
|
24,230
|
|
|
24,189
|
|
|
21,767
|
|
($ in thousands)
|
|
|
|
2020
|
$
|
769,905
|
|
2021
|
83,272
|
|
|
2022
|
26,611
|
|
|
2023
|
13,811
|
|
|
2024
|
10,999
|
|
|
Thereafter
|
474
|
|
|
|
$
|
905,072
|
|
Description – 2019
|
|
Due date
|
|
Call Feature
|
|
2019
Amount |
|
Interest Rate
|
||
FHLB Term Note
|
|
1/30/2020
|
|
None
|
|
$
|
100,000
|
|
|
1.70% fixed
|
FHLB Term Note
|
|
1/31/2020
|
|
None
|
|
68,000
|
|
|
1.70% fixed
|
|
FHLB Term Note
|
|
1/31/2020
|
|
None
|
|
30,000
|
|
|
1.70% fixed
|
|
FHLB Term Note
|
|
5/29/2020
|
|
None
|
|
40,000
|
|
|
1.62% fixed
|
|
FHLB Principal Reducing Credit
|
|
7/24/2023
|
|
None
|
|
168
|
|
|
1.00% fixed
|
|
FHLB Principal Reducing Credit
|
|
12/22/2023
|
|
None
|
|
1,029
|
|
|
1.25% fixed
|
|
FHLB Principal Reducing Credit
|
|
1/15/2026
|
|
None
|
|
6,500
|
|
|
1.98% fixed
|
|
FHLB Principal Reducing Credit
|
|
6/26/2028
|
|
None
|
|
245
|
|
|
0.25% fixed
|
|
FHLB Principal Reducing Credit
|
|
7/17/2028
|
|
None
|
|
55
|
|
|
0.00% fixed
|
|
FHLB Principal Reducing Credit
|
|
8/18/2028
|
|
None
|
|
181
|
|
|
1.00% fixed
|
|
FHLB Principal Reducing Credit
|
|
8/22/2028
|
|
None
|
|
181
|
|
|
1.00% fixed
|
|
FHLB Principal Reducing Credit
|
|
12/20/2028
|
|
None
|
|
367
|
|
|
0.50% fixed
|
|
Trust Preferred Securities
|
|
1/23/2034
|
|
Quarterly by Company
beginning 1/23/2009 |
|
20,620
|
|
|
4.64% at 12/31/2019
adjustable rate 3 month LIBOR + 2.70% |
|
Trust Preferred Securities
|
|
6/15/2036
|
|
Quarterly by Company
beginning 6/15/2011 |
|
25,774
|
|
|
3.28% at 12/31/2019
adjustable rate 3 month LIBOR + 1.39% |
|
Trust Preferred Securities
|
|
1/7/2035
|
|
Quarterly by Company
beginning 1/7/2010 |
|
10,310
|
|
|
3.99% at 12/31/2019
adjustable rate 3 month LIBOR + 2.00% |
|
Total borrowings / weighted average rate as of December 31, 2019
|
|
$
|
303,430
|
|
|
2.12%
|
||||
Unamortized discount on acquired borrowings
|
|
|
|
(2,759
|
)
|
|
|
|||
Total borrowings
|
|
|
|
|
|
$
|
300,671
|
|
|
|
Description – 2018
|
|
Due date
|
|
Call Feature
|
|
2018
Amount |
|
Interest Rate
|
||
FHLB Term Note
|
|
1/10/2019
|
|
None
|
|
$
|
68,000
|
|
|
2.47% fixed
|
FHLB Term Note
|
|
1/17/2019
|
|
None
|
|
135,000
|
|
|
2.49% fixed
|
|
FHLB Term Note
|
|
1/24/2019
|
|
None
|
|
20,000
|
|
|
2.54% fixed
|
|
FHLB Term Note
|
|
1/31/2019
|
|
None
|
|
20,000
|
|
|
2.53% fixed
|
|
FHLB Term Note
|
|
1/31/2019
|
|
None
|
|
10,000
|
|
|
2.53% fixed
|
|
FHLB Term Note
|
|
4/18/2019
|
|
None
|
|
50,000
|
|
|
2.36% fixed
|
|
FHLB Term Note
|
|
5/29/2020
|
|
None
|
|
40,000
|
|
|
1.62% fixed
|
|
FHLB Principal Reducing Credit
|
|
7/24/2023
|
|
None
|
|
210
|
|
|
1.00% fixed
|
|
FHLB Principal Reducing Credit
|
|
12/22/2023
|
|
None
|
|
1,065
|
|
|
1.25% fixed
|
|
FHLB Principal Reducing Credit
|
|
1/15/2026
|
|
None
|
|
7,500
|
|
|
1.98% fixed
|
|
FHLB Principal Reducing Credit
|
|
6/26/2028
|
|
None
|
|
255
|
|
|
0.25% fixed
|
|
FHLB Principal Reducing Credit
|
|
7/17/2028
|
|
None
|
|
61
|
|
|
0.00% fixed
|
|
FHLB Principal Reducing Credit
|
|
8/18/2028
|
|
None
|
|
188
|
|
|
1.00% fixed
|
|
FHLB Principal Reducing Credit
|
|
8/22/2028
|
|
None
|
|
188
|
|
|
1.00% fixed
|
|
FHLB Principal Reducing Credit
|
|
12/20/2028
|
|
None
|
|
379
|
|
|
0.50% fixed
|
|
Trust Preferred Securities
|
|
1/23/2034
|
|
Quarterly by Company
beginning 1/23/2009 |
|
20,620
|
|
|
5.22% at 12/31/2018
adjustable rate 3 month LIBOR + 2.70% |
|
Trust Preferred Securities
|
|
6/15/2036
|
|
Quarterly by Company
beginning 6/15/2011 |
|
25,774
|
|
|
4.18% at 12/31/2018
adjustable rate 3 month LIBOR + 1.39% |
|
Trust Preferred Securities
|
|
1/7/2035
|
|
Quarterly by Company
beginning 1/7/2010 |
|
10,310
|
|
|
4.44% at 12/31/2018
adjustable rate 3 month LIBOR + 2.00% |
|
Total borrowings / weighted average rate as of December 31, 2018
|
|
$
|
409,550
|
|
|
2.68%
|
||||
Unamortized discount on acquired borrowings
|
|
(2,941
|
)
|
|
|
|||||
Total borrowings
|
|
|
|
|
|
$
|
406,609
|
|
|
|
($ in thousands)
|
2019
|
|
2018
|
|
2017
|
||||
Change in benefit obligation
|
|
|
|
|
|
|
|
|
|
Benefit obligation at beginning of year
|
$
|
36,354
|
|
|
38,150
|
|
|
36,840
|
|
Service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
Interest cost
|
1,482
|
|
|
1,312
|
|
|
1,449
|
|
|
Actuarial loss (gain)
|
5,492
|
|
|
(1,160
|
)
|
|
1,941
|
|
|
Benefits paid
|
(1,736
|
)
|
|
(1,948
|
)
|
|
(2,080
|
)
|
|
Benefit obligation at end of year
|
41,592
|
|
|
36,354
|
|
|
38,150
|
|
|
Change in plan assets
|
|
|
|
|
|
||||
Plan assets at beginning of year
|
39,170
|
|
|
41,306
|
|
|
36,950
|
|
|
Actual return on plan assets
|
6,390
|
|
|
(188
|
)
|
|
6,436
|
|
|
Employer contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
Benefits paid
|
(1,736
|
)
|
|
(1,948
|
)
|
|
(2,080
|
)
|
|
Plan assets at end of year
|
43,824
|
|
|
39,170
|
|
|
41,306
|
|
|
|
|
|
|
|
|
||||
Funded status at end of year
|
$
|
2,232
|
|
|
2,816
|
|
|
3,156
|
|
($ in thousands)
|
2019
|
|
2018
|
|||
Other assets
|
$
|
2,232
|
|
|
2,816
|
|
($ in thousands)
|
2019
|
|
2018
|
|||
Net loss
|
$
|
(3,721
|
)
|
|
(4,034
|
)
|
Prior service cost
|
—
|
|
|
—
|
|
|
Amount recognized in AOCI before tax effect
|
(3,721
|
)
|
|
(4,034
|
)
|
|
Tax benefit
|
855
|
|
|
943
|
|
|
Net amount recognized as decrease to AOCI
|
$
|
(2,866
|
)
|
|
(3,091
|
)
|
($ in thousands)
|
2019
|
|
2018
|
|||
Accumulated other comprehensive loss at beginning of fiscal year
|
$
|
(3,091
|
)
|
|
(2,909
|
)
|
Net loss arising during period
|
(664
|
)
|
|
(143
|
)
|
|
Amortization of unrecognized actuarial loss
|
977
|
|
|
34
|
|
|
Tax benefit of changes during the year, net
|
(88
|
)
|
|
(73
|
)
|
|
Accumulated other comprehensive loss at end of fiscal year
|
$
|
(2,866
|
)
|
|
(3,091
|
)
|
($ in thousands)
|
2019
|
|
2018
|
|||
Prepaid pension cost as of beginning of fiscal year
|
$
|
6,851
|
|
|
7,082
|
|
Net periodic pension cost for fiscal year
|
(897
|
)
|
|
(231
|
)
|
|
Actual employer contributions
|
—
|
|
|
—
|
|
|
Prepaid pension asset as of end of fiscal year
|
$
|
5,954
|
|
|
6,851
|
|
($ in thousands)
|
2019
|
|
2018
|
|
2017
|
||||
Service cost – benefits earned during the period
|
$
|
—
|
|
|
—
|
|
|
—
|
|
Interest cost on projected benefit obligation
|
1,482
|
|
|
1,312
|
|
|
1,449
|
|
|
Expected return on plan assets
|
(1,562
|
)
|
|
(1,115
|
)
|
|
(2,810
|
)
|
|
Net amortization and deferral
|
977
|
|
|
34
|
|
|
244
|
|
|
Net periodic pension cost (income)
|
$
|
897
|
|
|
231
|
|
|
(1,117
|
)
|
($ in thousands)
|
Estimated
benefit
payments
|
||
Year ending December 31, 2020
|
$
|
1,858
|
|
Year ending December 31, 2021
|
1,930
|
|
|
Year ending December 31, 2022
|
1,992
|
|
|
Year ending December 31, 2023
|
2,033
|
|
|
Year ending December 31, 2024
|
2,059
|
|
|
Years ending December 31, 2025-2029
|
10,870
|
|
($ in thousands)
|
Total Fair Value at
December 31, 2019 |
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|||||
Cash and cash equivalents
|
$
|
274
|
|
|
—
|
|
|
274
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||
Investment funds
|
|
|
|
|
|
|
|
|||||
Fixed income funds
|
43,550
|
|
|
—
|
|
|
43,550
|
|
|
—
|
|
|
Total
|
$
|
43,824
|
|
|
—
|
|
|
43,824
|
|
|
—
|
|
($ in thousands)
|
Total Fair Value at
December 31, 2018 |
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|||||
Cash and cash equivalents
|
$
|
267
|
|
|
—
|
|
|
267
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||
Investment funds
|
|
|
|
|
|
|
|
|||||
Fixed income funds
|
38,903
|
|
|
—
|
|
|
38,903
|
|
|
—
|
|
|
Total
|
$
|
39,170
|
|
|
—
|
|
|
39,170
|
|
|
—
|
|
-
|
Cash and cash equivalents: Valued at net asset value (“NAV”), which can be validated with a sufficient level of observable activity (i.e. purchases and sales at NAV), and therefore, the funds were classified within Level 2 of the fair value hierarchy.
|
-
|
Fixed income funds consist of commingled funds that primarily include investments in U.S. government securities and corporate bonds. The commingled funds also include an insignificant portion of investments in other asset-based securities, municipal securities, etc. The commingled funds are valued at the NAV for the units in the fund. The NAV, as provided by the Trustee, is used as practical expedient to estimate fair value. The NAV is based on the fair value of the underlying investments held by the fund.
|
($ in thousands)
|
2019
|
|
2018
|
|
2017
|
||||
Change in benefit obligation
|
|
|
|
|
|
|
|
|
|
Projected benefit obligation at beginning of year
|
$
|
5,794
|
|
|
5,970
|
|
|
5,910
|
|
Service cost
|
—
|
|
|
124
|
|
|
118
|
|
|
Interest cost
|
219
|
|
|
200
|
|
|
227
|
|
|
Actuarial (gain) loss
|
23
|
|
|
(102
|
)
|
|
85
|
|
|
Benefits paid
|
(398
|
)
|
|
(398
|
)
|
|
(370
|
)
|
|
Projected benefit obligation at end of year
|
5,638
|
|
|
5,794
|
|
|
5,970
|
|
|
Plan assets
|
—
|
|
|
—
|
|
|
—
|
|
|
Funded status at end of year
|
$
|
(5,638
|
)
|
|
(5,794
|
)
|
|
(5,970
|
)
|
($ in thousands)
|
2019
|
|
2018
|
|||
Other liabilities
|
$
|
(5,638
|
)
|
|
(5,794
|
)
|
($ in thousands)
|
2019
|
|
2018
|
|||
Net gain
|
$
|
629
|
|
|
814
|
|
Prior service cost
|
—
|
|
|
—
|
|
|
Amount recognized in AOCI before tax effect
|
629
|
|
|
814
|
|
|
Tax expense
|
(145
|
)
|
|
(190
|
)
|
|
Net amount recognized as increase to AOCI
|
$
|
484
|
|
|
624
|
|
($ in thousands)
|
2019
|
|
2018
|
|||
Accumulated other comprehensive income (loss) at beginning of fiscal year
|
$
|
624
|
|
|
457
|
|
Net (loss) gain arising during period
|
(22
|
)
|
|
102
|
|
|
Prior service cost
|
—
|
|
|
—
|
|
|
Amortization of unrecognized actuarial gain
|
(163
|
)
|
|
(13
|
)
|
|
Amortization of prior service cost and transition obligation
|
—
|
|
|
—
|
|
|
Tax expense related to changes during the year, net
|
45
|
|
|
78
|
|
|
Accumulated other comprehensive income (loss) at end of fiscal year
|
$
|
484
|
|
|
624
|
|
($ in thousands)
|
2019
|
|
2018
|
|||
Prepaid pension cost (liability) as of beginning of fiscal year
|
$
|
(6,608
|
)
|
|
(6,695
|
)
|
Net periodic pension cost for fiscal year
|
(56
|
)
|
|
(311
|
)
|
|
Benefits paid
|
398
|
|
|
398
|
|
|
Prepaid pension cost (liability) as of end of fiscal year
|
$
|
(6,266
|
)
|
|
(6,608
|
)
|
($ in thousands)
|
2019
|
|
2018
|
|
2017
|
||||
Service cost – benefits earned during the period
|
$
|
—
|
|
|
124
|
|
|
118
|
|
Interest cost on projected benefit obligation
|
219
|
|
|
200
|
|
|
227
|
|
|
Net amortization and deferral
|
(163
|
)
|
|
(13
|
)
|
|
(34
|
)
|
|
Net periodic pension cost
|
$
|
56
|
|
|
311
|
|
|
311
|
|
($ in thousands)
|
Estimated
benefit
payments
|
||
Year ending December 31, 2020
|
$
|
330
|
|
Year ending December 31, 2021
|
327
|
|
|
Year ending December 31, 2022
|
323
|
|
|
Year ending December 31, 2023
|
319
|
|
|
Year ending December 31, 2024
|
315
|
|
|
Years ending December 31, 2025-2029
|
1,712
|
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
|
Pension
Plan
|
|
SERP
|
|
Pension
Plan
|
|
SERP
|
|
Pension
Plan
|
|
SERP
|
||||||
Discount rate used to determine net periodic pension cost
|
4.08
|
%
|
|
3.92
|
%
|
|
3.46
|
%
|
|
3.46
|
%
|
|
3.97
|
%
|
|
3.97
|
%
|
Discount rate used to calculate end of year liability disclosures
|
3.03
|
%
|
|
2.89
|
%
|
|
4.08
|
%
|
|
3.92
|
%
|
|
3.46
|
%
|
|
3.46
|
%
|
Expected long-term rate of return on assets
|
4.08
|
%
|
|
n/a
|
|
|
2.75
|
%
|
|
n/a
|
|
|
7.75
|
%
|
|
n/a
|
|
Rate of compensation increase
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
($ in thousands)
|
|
December 31, 2019
|
|
December 31, 2018
|
|||||||||||||||
Type of Commitment
|
|
Fixed Rate
|
|
Variable Rate
|
|
Total
|
|
Fixed Rate
|
|
Variable Rate
|
|
Total
|
|||||||
Loan commitments
|
|
$
|
263,775
|
|
|
123,169
|
|
|
386,944
|
|
|
206,756
|
|
|
175,254
|
|
|
382,010
|
|
Unused lines of credit
|
|
169,278
|
|
|
766,450
|
|
|
935,728
|
|
|
152,868
|
|
|
753,916
|
|
|
906,784
|
|
|
Total
|
|
$
|
433,053
|
|
|
889,619
|
|
|
1,322,672
|
|
|
359,624
|
|
|
929,170
|
|
|
1,288,794
|
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
|||||||||
($ in thousands)
|
Level in
Fair Value
Hierarchy
|
|
Carrying
Amount
|
|
Estimated
Fair Value
|
|
Carrying
Amount
|
|
Estimated
Fair Value
|
|||||
Cash and due from banks, noninterest-bearing
|
Level 1
|
|
$
|
64,519
|
|
|
64,519
|
|
|
56,050
|
|
|
56,050
|
|
Due from banks, interest-bearing
|
Level 1
|
|
166,783
|
|
|
166,783
|
|
|
406,848
|
|
|
406,848
|
|
|
Securities held to maturity
|
Level 2
|
|
67,932
|
|
|
68,333
|
|
|
101,237
|
|
|
99,906
|
|
|
Total loans, net of allowance
|
Level 3
|
|
4,432,068
|
|
|
4,407,610
|
|
|
4,228,025
|
|
|
4,181,139
|
|
|
Accrued interest receivable
|
Level 1
|
|
16,648
|
|
|
16,648
|
|
|
16,004
|
|
|
16,004
|
|
|
Bank-owned life insurance
|
Level 1
|
|
104,441
|
|
|
104,441
|
|
|
101,878
|
|
|
101,878
|
|
|
SBA Servicing Asset
|
Level 3
|
|
5,383
|
|
|
5,649
|
|
|
4,419
|
|
|
4,617
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Deposits
|
Level 2
|
|
4,931,355
|
|
|
4,930,751
|
|
|
4,659,339
|
|
|
4,653,522
|
|
|
Borrowings
|
Level 2
|
|
300,671
|
|
|
295,399
|
|
|
406,609
|
|
|
402,556
|
|
|
Accrued interest payable
|
Level 2
|
|
2,154
|
|
|
2,154
|
|
|
1,976
|
|
|
1,976
|
|
|
Long-Term Restricted Stock
|
|||||
Nonvested at January 1, 2017
|
91,790
|
|
|
$
|
18.65
|
|
|
|
|
|
|||
Granted during the period
|
48,322
|
|
|
31.05
|
|
|
Vested during the period
|
(28,514
|
)
|
|
20.05
|
|
|
Forfeited or expired during the period
|
(8,535
|
)
|
|
18.34
|
|
|
|
|
|
|
|||
Nonvested at December 31, 2017
|
103,063
|
|
|
$
|
24.08
|
|
|
|
|
|
|||
Granted during the period
|
66,060
|
|
|
40.04
|
|
|
Vested during the period
|
(35,703
|
)
|
|
22.82
|
|
|
Forfeited or expired during the period
|
(4,169
|
)
|
|
29.99
|
|
|
|
|
|
|
|||
Nonvested at December 31, 2018
|
129,251
|
|
|
$
|
32.39
|
|
|
|
|
|
|||
Granted during the period
|
82,826
|
|
|
36.36
|
|
|
Vested during the period
|
(51,757
|
)
|
|
25.02
|
|
|
Forfeited or expired during the period
|
(954
|
)
|
|
41.93
|
|
|
|
|
|
|
|||
Nonvested at December 31, 2019
|
159,366
|
|
|
$
|
36.79
|
|
|
Options Outstanding
|
||||||||||||
|
Number of
Shares
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average
Contractual
Term (years)
|
|
Aggregate
Intrinsic
Value
|
||||||
Balance at January 1, 2017
|
59,948
|
|
|
$
|
17.18
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
||||||
Granted
|
—
|
|
|
—
|
|
|
|
|
|
||||
Exercised
|
(21,259
|
)
|
|
19.16
|
|
|
|
|
$
|
236,584
|
|
||
Forfeited
|
—
|
|
|
—
|
|
|
|
|
|
||||
Expired
|
—
|
|
|
—
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
||||||
Balance at December 31, 2017
|
38,689
|
|
|
$
|
16.09
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
||||||
Granted
|
—
|
|
|
—
|
|
|
|
|
|
||||
Exercised
|
(29,689
|
)
|
|
16.61
|
|
|
|
|
$
|
659,743
|
|
||
Forfeited
|
—
|
|
|
—
|
|
|
|
|
|
||||
Expired
|
—
|
|
|
—
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
||||||
Balance at December 31, 2018
|
9,000
|
|
|
$
|
14.35
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
||||||
Granted
|
—
|
|
|
—
|
|
|
|
|
|
||||
Exercised
|
(9,000
|
)
|
|
14.35
|
|
|
|
|
$
|
203,963
|
|
||
Forfeited
|
—
|
|
|
—
|
|
|
|
|
|
||||
Expired
|
—
|
|
|
—
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
||||||
Outstanding at December 31, 2019
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||
Exercisable at December 31, 2019
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
Actual
|
|
Fully Phased-In Regulatory
Guidelines Minimum
|
|
To Be Well Capitalized
Under Current Prompt
Corrective Action Provisions
|
||||||||||||||
($ in thousands)
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
||||||||
|
|
|
|
|
(must equal or exceed)
|
|
(must equal or exceed)
|
||||||||||||
As of December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Common Equity Tier I Capital Ratio
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Company
|
$
|
610,642
|
|
|
13.28
|
%
|
|
$
|
321,994
|
|
|
7.00
|
%
|
|
$ N/A
|
|
|
N/A
|
|
Bank
|
661,234
|
|
|
14.38
|
%
|
|
321,866
|
|
|
7.00
|
%
|
|
298,875
|
|
|
6.50
|
%
|
||
Total Capital Ratio
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Company
|
684,931
|
|
|
14.89
|
%
|
|
482,991
|
|
|
10.50
|
%
|
|
N/A
|
|
|
N/A
|
|
||
Bank
|
683,178
|
|
|
14.86
|
%
|
|
482,799
|
|
|
10.50
|
%
|
|
459,808
|
|
|
10.00
|
%
|
||
Tier I Capital Ratio
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Company
|
662,987
|
|
|
14.41
|
%
|
|
390,993
|
|
|
8.50
|
%
|
|
N/A
|
|
|
N/A
|
|
||
Bank
|
661,234
|
|
|
14.38
|
%
|
|
390,837
|
|
|
8.50
|
%
|
|
367,846
|
|
|
8.00
|
%
|
||
Leverage Ratio
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Company
|
662,987
|
|
|
11.19
|
%
|
|
236,904
|
|
|
4.00
|
%
|
|
N/A
|
|
|
N/A
|
|
||
Bank
|
661,234
|
|
|
11.17
|
%
|
|
236,700
|
|
|
4.00
|
%
|
|
295,875
|
|
|
5.00
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
As of December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Common Equity Tier I Capital Ratio
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Company
|
$
|
535,566
|
|
|
12.28
|
%
|
|
$
|
305,287
|
|
|
7.00
|
%
|
|
$ N/A
|
|
|
N/A
|
|
Bank
|
586,053
|
|
|
13.44
|
%
|
|
305,163
|
|
|
7.00
|
%
|
|
283,366
|
|
|
6.50
|
%
|
||
Total Capital Ratio
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Company
|
609,428
|
|
|
13.97
|
%
|
|
457,930
|
|
|
10.50
|
%
|
|
N/A
|
|
|
N/A
|
|
||
Bank
|
607,717
|
|
|
13.94
|
%
|
|
457,745
|
|
|
10.50
|
%
|
|
435,948
|
|
|
10.00
|
%
|
||
Tier I Capital Ratio
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Company
|
587,764
|
|
|
13.48
|
%
|
|
370,705
|
|
|
8.50
|
%
|
|
N/A
|
|
|
N/A
|
|
||
Bank
|
586,053
|
|
|
13.44
|
%
|
|
370,555
|
|
|
8.50
|
%
|
|
348,758
|
|
|
8.00
|
%
|
||
Leverage Ratio
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Company
|
587,764
|
|
|
10.47
|
%
|
|
224,014
|
|
|
4.00
|
%
|
|
N/A
|
|
|
N/A
|
|
||
Bank
|
586,053
|
|
|
10.45
|
%
|
|
224,406
|
|
|
4.00
|
%
|
|
280,508
|
|
|
5.00
|
%
|
($ in thousands)
|
2019
|
|
2018
|
|
2017
|
||||
Other service charges, commissions, and fees – interchange fees, net (1)
|
$
|
13,814
|
|
|
11,995
|
|
|
|
|
Other service charges, commissions, and fees – interchange fees, gross (1)
|
|
|
|
|
|
|
11,454
|
|
|
|
|
|
|
|
|
||||
Other operating expenses – dues and subscriptions (includes software subscriptions)
|
4,250
|
|
|
3,431
|
|
|
1,889
|
|
|
Other operating expenses – data processing expense
|
3,130
|
|
|
3,234
|
|
|
2,910
|
|
|
Other operating expenses – telephone and data line expense
|
3,057
|
|
|
3,024
|
|
|
2,470
|
|
|
Other operating expenses – marketing
|
2,727
|
|
|
3,065
|
|
|
2,549
|
|
|
Other operating expenses – stationery and supplies
|
1,830
|
|
|
2,582
|
|
|
2,399
|
|
|
Other operating expenses – outside consultants
|
1,508
|
|
|
1,820
|
|
|
2,511
|
|
|
Other operating expenses – FDIC insurance expense
|
344
|
|
|
2,333
|
|
|
2,350
|
|
|
Other operating expenses – interchange expense, gross (1)
|
|
|
|
|
|
|
2,797
|
|
CONDENSED BALANCE SHEETS
|
As of December 31,
|
|||||
($ in thousands)
|
2019
|
|
2018
|
|||
Assets
|
|
|
|
|||
Cash on deposit with bank subsidiary
|
$
|
2,014
|
|
|
5,544
|
|
Investment in wholly-owned subsidiaries, at equity
|
904,924
|
|
|
816,648
|
|
|
Premises and Equipment
|
7
|
|
|
7
|
|
|
Other assets
|
5,642
|
|
|
—
|
|
|
Total assets
|
912,587
|
|
|
822,199
|
|
|
|
|
|
|
|||
Liabilities and shareholders’ equity
|
|
|
|
|||
Trust preferred securities
|
54,049
|
|
|
53,902
|
|
|
Other liabilities
|
6,137
|
|
|
4,067
|
|
|
Total liabilities
|
60,186
|
|
|
57,969
|
|
|
|
|
|
|
|||
Shareholders’ equity
|
852,401
|
|
|
764,230
|
|
|
|
|
|
|
|||
Total liabilities and shareholders’ equity
|
$
|
912,587
|
|
|
822,199
|
|
CONDENSED STATEMENTS OF INCOME
|
Year Ended December 31,
|
||||||||
($ in thousands)
|
2019
|
|
2018
|
|
2017
|
||||
Dividends from wholly-owned subsidiaries
|
$
|
29,800
|
|
|
15,525
|
|
|
52,732
|
|
Earnings of wholly-owned subsidiaries, net of dividends
|
65,555
|
|
|
77,050
|
|
|
(4,793
|
)
|
|
Interest expense
|
(2,648
|
)
|
|
(2,498
|
)
|
|
(1,867
|
)
|
|
All other income and expenses, net
|
(661
|
)
|
|
(788
|
)
|
|
(100
|
)
|
|
Net income
|
$
|
92,046
|
|
|
89,289
|
|
|
45,972
|
|
CONDENSED STATEMENTS OF CASH FLOWS
|
Year Ended December 31,
|
||||||||
($ in thousands)
|
2019
|
|
2018
|
|
2017
|
||||
Operating Activities:
|
|
|
|
|
|
|
|
|
|
Net income
|
$
|
92,046
|
|
|
89,289
|
|
|
45,972
|
|
(Equity in undistributed earnings of subsidiaries) Excess of dividends over earnings of subsidiaries
|
(65,555
|
)
|
|
(77,050
|
)
|
|
4,793
|
|
|
(Increase) decrease in other assets
|
(5,850
|
)
|
|
(13
|
)
|
|
283
|
|
|
Increase (decrease) in other liabilities
|
64
|
|
|
146
|
|
|
(67
|
)
|
|
Total – operating activities
|
20,705
|
|
|
12,372
|
|
|
50,981
|
|
|
|
|
|
|
|
|
||||
Investing Activities:
|
|
|
|
|
|
|
|
|
|
Downstream cash investment to subsidiary
|
—
|
|
|
—
|
|
|
(9,000
|
)
|
|
Note receivable proceeds received
|
—
|
|
|
—
|
|
|
3,054
|
|
|
Proceeds from sales of investments
|
—
|
|
|
—
|
|
|
174
|
|
|
Net cash paid in acquisitions
|
—
|
|
|
—
|
|
|
(37,664
|
)
|
|
Total - investing activities
|
—
|
|
|
—
|
|
|
(43,436
|
)
|
|
|
|
|
|
|
|
||||
Financing Activities:
|
|
|
|
|
|
||||
Payment of common stock cash dividends
|
(13,662
|
)
|
|
(11,281
|
)
|
|
(7,596
|
)
|
|
Repurchases of common stock
|
(10,000
|
)
|
|
—
|
|
|
—
|
|
|
Proceeds from issuance of common stock
|
129
|
|
|
324
|
|
|
287
|
|
|
Stock withheld for payment of taxes
|
(702
|
)
|
|
(406
|
)
|
|
(231
|
)
|
|
Total - financing activities
|
(24,235
|
)
|
|
(11,363
|
)
|
|
(7,540
|
)
|
|
Net (decrease) increase in cash
|
(3,530
|
)
|
|
1,009
|
|
|
5
|
|
|
Cash, beginning of year
|
5,544
|
|
|
4,535
|
|
|
4,530
|
|
|
Cash, end of year
|
$
|
2,014
|
|
|
5,544
|
|
|
4,535
|
|
|
For Years Ended December 31,
|
|||||||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||||||||||||||
($ in thousands except per
share amounts) |
Income
(Numer-ator) |
|
Shares
(Denom-inator) |
|
Per Share
Amount |
|
Income
(Numer-ator) |
|
Shares
(Denom-inator) |
|
Per Share
Amount |
|
Income
(Numer-ator) |
|
Shares
(Denom-inator) |
|
Per Share
Amount |
|||||||||||||||
Basic EPS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net income
|
$
|
92,046
|
|
|
|
|
|
|
$
|
89,289
|
|
|
|
|
|
|
$
|
45,972
|
|
|
|
|
|
|||||||||
Less: income allocated to participating securities
|
$
|
(450
|
)
|
|
|
|
|
|
$
|
—
|
|
|
|
|
|
|
$
|
—
|
|
|
|
|
|
|||||||||
Basic EPS per common share
|
$
|
91,596
|
|
|
29,547,851
|
|
|
$
|
3.10
|
|
|
$
|
89,289
|
|
|
29,566,259
|
|
|
$
|
3.02
|
|
|
$
|
45,972
|
|
|
25,210,606
|
|
|
$
|
1.82
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Diluted EPS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net income
|
$
|
92,046
|
|
|
29,547,851
|
|
|
|
|
$
|
89,289
|
|
|
29,566,259
|
|
|
|
|
$
|
45,972
|
|
|
25,210,606
|
|
|
|
||||||
Effect of Dilutive Securities
|
—
|
|
|
172,648
|
|
|
|
|
—
|
|
|
141,172
|
|
|
|
|
—
|
|
|
80,776
|
|
|
|
|||||||||
Diluted EPS per common share
|
$
|
92,046
|
|
|
29,720,499
|
|
|
$
|
3.10
|
|
|
$
|
89,289
|
|
|
29,707,431
|
|
|
$
|
3.01
|
|
|
$
|
45,972
|
|
|
25,291,382
|
|
|
$
|
1.82
|
|
($ in thousands)
|
December 31,
2019 |
|
December 31,
2018 |
|
December 31,
2017 |
||||
Unrealized gain (loss) on securities available for sale
|
$
|
9,743
|
|
|
(12,390
|
)
|
|
(2,211
|
)
|
Deferred tax (liability) asset
|
(2,239
|
)
|
|
2,896
|
|
|
517
|
|
|
Net unrealized gain (loss) on securities available for sale
|
7,504
|
|
|
(9,494
|
)
|
|
(1,694
|
)
|
|
|
|
|
|
|
|
||||
Postretirement plans asset (liability)
|
(3,092
|
)
|
|
(3,220
|
)
|
|
(3,200
|
)
|
|
Deferred tax asset (liability)
|
711
|
|
|
753
|
|
|
748
|
|
|
Net postretirement plans asset (liability)
|
(2,381
|
)
|
|
(2,467
|
)
|
|
(2,452
|
)
|
|
|
|
|
|
|
|
||||
Total accumulated other comprehensive income (loss)
|
$
|
5,123
|
|
|
(11,961
|
)
|
|
(4,146
|
)
|
($ in thousands)
|
Unrealized Gain
(Loss) on Securities
Available for Sale
|
|
Postretirement Plans Asset
(Liability)
|
|
Total
|
||||
Beginning balance at January 1, 2017
|
$
|
(1,947
|
)
|
|
(3,160
|
)
|
|
(5,107
|
)
|
|
|
|
|
|
|
||||
Other comprehensive income before reclassifications
|
405
|
|
|
1,008
|
|
|
1,413
|
|
|
Amounts reclassified from accumulated other comprehensive income
|
148
|
|
|
136
|
|
|
284
|
|
|
Net current-period other comprehensive income
|
553
|
|
|
1,144
|
|
|
1,697
|
|
|
Reclassification of accumulated other comprehensive income to retained earnings due to statutory tax changes
|
(300
|
)
|
|
(436
|
)
|
|
(736
|
)
|
|
|
|
|
|
|
|
||||
Ending balance at December 31, 2017
|
(1,694
|
)
|
|
(2,452
|
)
|
|
(4,146
|
)
|
|
|
|
|
|
|
|
||||
Other comprehensive loss before reclassifications
|
(7,800
|
)
|
|
(31
|
)
|
|
(7,831
|
)
|
|
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
16
|
|
|
16
|
|
|
Net current-period other comprehensive loss
|
(7,800
|
)
|
|
(15
|
)
|
|
(7,815
|
)
|
|
|
|
|
|
|
|
||||
Ending balance at December 31, 2018
|
(9,494
|
)
|
|
(2,467
|
)
|
|
(11,961
|
)
|
|
|
|
|
|
|
|
||||
Other comprehensive income (loss) before reclassifications
|
17,073
|
|
|
(528
|
)
|
|
16,545
|
|
|
Amounts reclassified from accumulated other comprehensive income
|
(75
|
)
|
|
614
|
|
|
539
|
|
|
Net current-period other comprehensive income
|
16,998
|
|
|
86
|
|
|
17,084
|
|
|
|
|
|
|
|
|
||||
Ending balance at December 31, 2019
|
$
|
7,504
|
|
|
(2,381
|
)
|
|
5,123
|
|
|
For the Years Ended December 31,
|
||||||||
($ in thousands)
|
2019
|
|
2018
|
|
2017
|
||||
Noninterest Income
|
|
|
|
|
|
||||
In-scope of Topic 606:
|
|
|
|
|
|
||||
Service charges on deposit accounts
|
$
|
12,970
|
|
|
12,690
|
|
|
11,862
|
|
Other service charges, commissions, and fees:
|
|
|
|
|
|
||||
Interchange income
|
13,814
|
|
|
11,995
|
|
|
11,454
|
|
|
Other fees
|
5,667
|
|
|
4,493
|
|
|
2,949
|
|
|
Commissions from sales of insurance and financial products:
|
|
|
|
|
|
||||
Insurance income
|
5,289
|
|
|
6,038
|
|
|
3,148
|
|
|
Wealth management income
|
3,206
|
|
|
2,693
|
|
|
2,152
|
|
|
SBA consulting fees
|
3,872
|
|
|
4,675
|
|
|
4,024
|
|
|
Noninterest income (in-scope of Topic 606)
|
44,818
|
|
|
42,584
|
|
|
35,589
|
|
|
Noninterest income (out-of-scope of Topic 606)
|
14,711
|
|
|
16,358
|
|
|
13,643
|
|
|
Total noninterest income
|
$
|
59,529
|
|
|
58,942
|
|
|
49,232
|
|
•
|
Testing the design and operating effectiveness of internal controls over management’s review of the qualitative risk factors, and the resulting reserve for loans collectively evaluated for impairment, including controls related to: (i) the accuracy of data inputs used in the determination of adjustments made to the qualitative loss factors, and (ii) management’s review of the conclusions reached related to the qualitative loss factors and the resulting allocation to the allowance.
|
•
|
Assessing the appropriateness and the reasonableness of assumptions related to current economic conditions, evaluation of the loan portfolio and other risk factors used in forming the qualitative risk factors for collectively evaluated loans and determining whether such assumptions were relevant, reliable, and reasonable for the purpose used.
|
•
|
Evaluating the reasonableness of assumptions and data used by management in developing the qualitative factors by comparing these data points to internally developed and third-party sources, and other audit evidence gathered.
|
|
As of December 31, 2019
|
||||||||
|
(a)
|
|
(b)
|
|
(c)
|
||||
Plan category
|
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
|
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
|
Number of securities available for
future issuance under equity
compensation plans (excluding
securities reflected in column (a))
|
||||
Equity compensation plans approved by security holders (1)
|
—
|
|
|
$
|
—
|
|
|
632,726
|
|
Equity compensation plans not approved by security holders
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
—
|
|
|
$
|
—
|
|
|
632,726
|
|
(a) 1.
|
Financial Statements - See Item 8 and the Cross Reference Index on page 3 for information concerning the Company’s consolidated financial statements and report of independent auditors.
|
2.
|
Financial Statement Schedules - not applicable
|
3.
|
Exhibits
|
|
The following exhibits are filed with this report or, as noted, are incorporated by reference. Except as noted below the exhibits identified have SEC File No. 000-15572. Management contracts, compensatory plans and arrangements are marked with an asterisk (*).
|
2.a
|
|
2.b
|
|
2.c
|
|
2.d
|
|
3.a
|
Articles of Incorporation of the Company and amendments thereto were filed as Exhibits 3.a.i through 3.a.v to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2002, and are incorporated herein by reference. Articles of Amendment to the Articles of Incorporation were filed as Exhibits 3.1 and 3.2 to the Company’s Current Report on Form 8-K filed on January 13, 2009, and are incorporated herein by reference. Articles of Amendment to the Articles of Incorporation were filed as Exhibit 3.1.b to the Company’s Registration Statement on Form S-3D filed on June 29, 2010 (Commission File No. 333-167856), and are incorporated herein by reference. Articles of Amendment to the Articles of Incorporation were filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on September 6, 2011, and are incorporated herein by reference. Articles of Amendment to the Articles of Incorporation were filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 26, 2012, and are incorporated herein by reference.
|
3.b
|
|
4.a
|
|
4.b
|
|
10.a
|
|
10.b
|
|
10.c
|
|
10.d
|
|
10.e
|
101
|
The following financial information from the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, formatted in eXtensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements.
|
(b)
|
Exhibits - see (a)(3) above.
|
(c)
|
No financial statement schedules are filed herewith.
|
First Bancorp
|
By: /s/ Richard H. Moore
|
Richard H. Moore
|
Chief Executive Officer
|
Executive Officers
|
||
/s/ Richard H. Moore
|
|
/s/ Eric P. Credle
|
Richard H. Moore
Chief Executive Officer
|
|
Eric P. Credle
EVP / Chief Financial Officer
|
February 28, 2020
|
|
(Principal Accounting Officer)
|
|
|
February 28, 2020
|
|
|
|
Board of Directors
|
||
/s/ James C. Crawford, III
|
|
/s/ Richard H. Moore
|
James C. Crawford, III
Chairman of the Board
Director
|
|
Richard H. Moore
Director
|
|
February 28, 2020
|
|
February 28, 2020
|
|
|
|
|
|
/s/ Daniel T. Blue, Jr.
|
|
/s/ Thomas F. Phillips
|
Daniel T. Blue, Jr.
Director
|
|
Thomas F. Phillips
Director
|
February 28, 2020
|
|
February 28, 2020
|
|
|
|
/s/ Mary Clara Capel
|
|
/s/ O. Temple Sloan, III
|
Mary Clara Capel
Director
|
|
O. Temple Sloan, III
Director
|
February 28, 2020
|
|
February 28, 2020
|
|
|
|
/s/ Suzanne DeFerie
|
|
/s/ Frederick L. Taylor II
|
Suzanne DeFerie
Director
|
|
Frederick L. Taylor II
Director
|
February 28, 2020
|
|
February 28, 2020
|
|
|
|
/s/ Abby J. Donnelly
|
|
/s/ Virginia C. Thomasson
|
Abby J. Donnelly
Director
|
|
Virginia C. Thomasson
Director
|
February 28, 2020
|
|
February 28, 2020
|
|
|
|
/s/ John B. Gould
|
|
/s/ Dennis A. Wicker
|
John B. Gould
Director
|
|
Dennis A. Wicker
Director
|
February 28, 2020
|
|
February 28, 2020
|
|
|
|
/s/ Michael G. Mayer
|
|
|
Michael G. Mayer
Director
|
|
|
February 28, 2020
|
|
|
1.
|
I have reviewed this Form 10-K of First Bancorp;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors:
|
(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.
|
February 28, 2020
|
/s/ Richard H. Moore
|
|
Richard H. Moore
|
|
Chief Executive Officer
|
1.
|
I have reviewed this Form 10-K of First Bancorp;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors:
|
(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.
|
February 28, 2020
|
/s/ Eric P. Credle
|
|
Eric P. Credle
|
|
Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|