☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Arkansas
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71-0407808
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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501 Main Street
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71601
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Pine Bluff
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(Zip Code)
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Arkansas
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(Address of principal executive offices)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, par value $0.01 per share
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SFNC
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The Nasdaq Global Select Market
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging Growth company
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☐
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Page
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Item 3.
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Defaults Upon Senior Securities
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*
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Item 4.
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Mine Safety Disclosures
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*
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Item 5.
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Other Information
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*
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Part I:
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Financial Information
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Item 1.
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Financial Statements (Unaudited)
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March 31,
|
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December 31,
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||||
(In thousands, except share data)
|
2020
|
|
2019
|
||||
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(Unaudited)
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ASSETS
|
|
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Cash and non-interest bearing balances due from banks
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$
|
244,123
|
|
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$
|
277,208
|
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Interest bearing balances due from banks and federal funds sold
|
1,493,076
|
|
|
719,415
|
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||
Cash and cash equivalents
|
1,737,199
|
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|
996,623
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Interest bearing balances due from banks - time
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4,309
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4,554
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Investment securities:
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||||
Held-to-maturity, net of allowance for credit losses of $409 at March 31, 2020
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53,968
|
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40,927
|
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||
Available-for-sale, net of allowance for credit losses of $269 at March 31, 2020 (amortized cost of $2,418,498 and $3,263,151 at March 31, 2020 and December 31, 2019, respectively)
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2,466,640
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3,288,343
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Total investments
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2,520,608
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3,329,270
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Mortgage loans held for sale
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49,984
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58,102
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Other assets held for sale
|
115,315
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|
260,332
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|
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Loans
|
14,374,277
|
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14,425,704
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||
Allowance for credit losses on loans
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(243,195
|
)
|
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(68,244
|
)
|
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Net loans
|
14,131,082
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|
|
14,357,460
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||
Premises and equipment
|
484,990
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|
492,384
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||
Foreclosed assets and other real estate owned
|
20,805
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|
19,121
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Interest receivable
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57,039
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|
62,707
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||
Bank owned life insurance
|
255,197
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254,152
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Goodwill
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1,064,978
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1,055,520
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Other intangible assets
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121,673
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|
|
127,340
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Other assets
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278,173
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|
|
241,578
|
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Total assets
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$
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20,841,352
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$
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21,259,143
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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Deposits:
|
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||||
Non-interest bearing transaction accounts
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$
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3,572,244
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$
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3,741,093
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Interest bearing transaction accounts and savings deposits
|
8,840,678
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9,090,878
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Time deposits
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3,146,811
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3,276,969
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Total deposits
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15,559,733
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16,108,940
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Federal funds purchased and securities sold under agreements to repurchase
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377,859
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150,145
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Other borrowings
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1,396,829
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1,297,599
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Subordinated debentures
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388,396
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388,260
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Other liabilities held for sale
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58,405
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159,853
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Accrued interest and other liabilities
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214,730
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165,422
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Total liabilities
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17,995,952
|
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18,270,219
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Stockholders’ equity:
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Preferred stock, 40,040,000 shares authorized; Series D, $0.01 par value, $1,000 liquidation value per share; 767 shares issued and outstanding at March 31, 2020 and December 31, 2019
|
767
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767
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Common stock, Class A, $0.01 par value; 175,000,000 shares authorized at March 31, 2020 and December 31, 2019; 108,966,331 and 113,628,601 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively
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1,090
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|
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1,136
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Surplus
|
2,026,420
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2,117,282
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Undivided profits
|
778,893
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848,848
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Accumulated other comprehensive income
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38,230
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20,891
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Total stockholders’ equity
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2,845,400
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2,988,924
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Total liabilities and stockholders’ equity
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$
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20,841,352
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$
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21,259,143
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Three Months Ended March 31,
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||||||||
(In thousands, except per share data)
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2020
|
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2019
|
||||
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(Unaudited)
|
||||||||
INTEREST INCOME
|
|
|
|
|
|
|
|
||||
Loans
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$
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187,566
|
|
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$
|
159,440
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Interest bearing balances due from banks and federal funds sold
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|
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|
|
2,441
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|
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2,154
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Investment securities
|
|
|
|
|
18,943
|
|
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16,281
|
|
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Mortgage loans held for sale
|
|
|
|
|
281
|
|
|
210
|
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TOTAL INTEREST INCOME
|
|
|
|
|
209,231
|
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178,085
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INTEREST EXPENSE
|
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Deposits
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31,277
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30,750
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Federal funds purchased and securities sold under agreements to repurchase
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|
759
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136
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Other borrowings
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4,877
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|
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6,793
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Subordinated notes and debentures
|
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4,835
|
|
|
4,411
|
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TOTAL INTEREST EXPENSE
|
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|
|
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41,748
|
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|
42,090
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NET INTEREST INCOME
|
|
|
|
|
167,483
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|
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135,995
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Provision for credit losses
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26,134
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9,285
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||||
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES
|
|
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|
141,349
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126,710
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|
|
|
|
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|
||||
NON-INTEREST INCOME
|
|
|
|
|
|
|
|
||||
Trust income
|
|
|
|
|
7,151
|
|
|
5,708
|
|
||
Service charges on deposit accounts
|
|
|
|
|
13,328
|
|
|
10,068
|
|
||
Other service charges and fees
|
|
|
|
|
1,588
|
|
|
1,289
|
|
||
Mortgage lending income
|
|
|
|
|
5,046
|
|
|
2,823
|
|
||
SBA lending income
|
|
|
|
|
296
|
|
|
497
|
|
||
Investment banking income
|
|
|
|
|
877
|
|
|
618
|
|
||
Debit and credit card fees
|
|
|
|
|
7,914
|
|
|
6,098
|
|
||
Bank owned life insurance income
|
|
|
|
|
1,298
|
|
|
795
|
|
||
Gain on sale of securities, net
|
|
|
|
|
32,095
|
|
|
2,740
|
|
||
Other income
|
|
|
|
|
12,801
|
|
|
4,156
|
|
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TOTAL NON-INTEREST INCOME
|
|
|
|
|
82,394
|
|
|
34,792
|
|
||
|
|
|
|
|
|
|
|
||||
NON-INTEREST EXPENSE
|
|
|
|
|
|
|
|
||||
Salaries and employee benefits
|
|
|
|
|
67,924
|
|
|
56,367
|
|
||
Occupancy expense, net
|
|
|
|
|
9,510
|
|
|
7,475
|
|
||
Furniture and equipment expense
|
|
|
|
|
5,723
|
|
|
3,358
|
|
||
Other real estate and foreclosure expense
|
|
|
|
|
325
|
|
|
637
|
|
||
Deposit insurance
|
|
|
|
|
2,475
|
|
|
2,040
|
|
||
Merger related costs
|
|
|
|
|
1,068
|
|
|
1,470
|
|
||
Other operating expenses
|
|
|
|
|
38,788
|
|
|
30,062
|
|
||
TOTAL NON-INTEREST EXPENSE
|
|
|
|
|
125,813
|
|
|
101,409
|
|
||
|
|
|
|
|
|
|
|
||||
INCOME BEFORE INCOME TAXES
|
|
|
|
|
97,930
|
|
|
60,093
|
|
||
Provision for income taxes
|
|
|
|
|
20,694
|
|
|
12,398
|
|
||
|
|
|
|
|
|
|
|
||||
NET INCOME
|
|
|
|
|
77,236
|
|
|
47,695
|
|
||
Preferred stock dividends
|
|
|
|
|
13
|
|
|
—
|
|
||
NET INCOME AVAILABLE TO COMMON STOCKHOLDERS
|
|
|
|
|
$
|
77,223
|
|
|
$
|
47,695
|
|
BASIC EARNINGS PER SHARE
|
|
|
|
|
$
|
0.68
|
|
|
$
|
0.52
|
|
DILUTED EARNINGS PER SHARE
|
|
|
|
|
$
|
0.68
|
|
|
$
|
0.51
|
|
|
|
|
Three Months Ended March 31,
|
||||||||
(In thousands)
|
|
|
|
|
2020
|
|
2019
|
||||
|
|
|
(Unaudited)
|
||||||||
NET INCOME
|
|
|
|
|
$
|
77,236
|
|
|
$
|
47,695
|
|
|
|
|
|
|
|
|
|
||||
OTHER COMPREHENSIVE INCOME (LOSS)
|
|
|
|
|
|
|
|
||||
Unrealized holding gains arising during the period on available-for-sale securities
|
|
|
|
|
55,569
|
|
|
29,130
|
|
||
Unrealized holding gain on the transfer of held-to-maturity securities to available-for-sale per ASU 2017-12
|
|
|
|
|
—
|
|
|
2,547
|
|
||
Less: Reclassification adjustment for realized gains included in net income
|
|
|
|
|
32,095
|
|
|
2,740
|
|
||
Other comprehensive income (loss), before tax effect
|
|
|
|
|
23,474
|
|
|
28,937
|
|
||
Less: Tax effect of other comprehensive income (loss)
|
|
|
|
|
6,135
|
|
|
7,563
|
|
||
|
|
|
|
|
|
|
|
||||
TOTAL OTHER COMPREHENSIVE INCOME (LOSS)
|
|
|
|
|
17,339
|
|
|
21,374
|
|
||
|
|
|
|
|
|
|
|
||||
COMPREHENSIVE INCOME
|
|
|
|
|
$
|
94,575
|
|
|
$
|
69,069
|
|
(In thousands)
|
March 31, 2020
|
|
March 31, 2019
|
||||
|
(Unaudited)
|
||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
||
Net income
|
$
|
77,236
|
|
|
$
|
47,695
|
|
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
11,843
|
|
|
7,451
|
|
||
Provision for credit losses
|
26,134
|
|
|
9,285
|
|
||
(Benefit) provision for credit losses on unfunded commitments
|
(3,000
|
)
|
|
300
|
|
||
Gain on sale of investments
|
(32,095
|
)
|
|
(2,740
|
)
|
||
Net accretion of investment securities and assets
|
(14,975
|
)
|
|
(9,559
|
)
|
||
Net amortization on borrowings
|
136
|
|
|
91
|
|
||
Stock-based compensation expense
|
4,506
|
|
|
3,084
|
|
||
Gain on sale of foreclosed assets held for sale
|
(520
|
)
|
|
(32
|
)
|
||
Gain on sale of mortgage loans held for sale
|
(5,843
|
)
|
|
(3,342
|
)
|
||
Gain on sale of other intangibles
|
(301
|
)
|
|
—
|
|
||
Gain on sale of branches
|
(5,889
|
)
|
|
—
|
|
||
Deferred income taxes
|
(1,586
|
)
|
|
2,081
|
|
||
Income from bank owned life insurance
|
(1,800
|
)
|
|
(876
|
)
|
||
Originations of mortgage loans held for sale
|
(182,550
|
)
|
|
(98,255
|
)
|
||
Proceeds from sale of mortgage loans held for sale
|
196,511
|
|
|
109,916
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Interest receivable
|
5,058
|
|
|
(1,858
|
)
|
||
Lease right-of-use assets
|
2,330
|
|
|
2,294
|
|
||
Other assets
|
1,325
|
|
|
10,982
|
|
||
Accrued interest and other liabilities
|
48,313
|
|
|
30,505
|
|
||
Income taxes payable
|
(21,221
|
)
|
|
(10,977
|
)
|
||
Net cash provided by operating activities
|
103,612
|
|
|
96,045
|
|
||
|
|
|
|
||||
INVESTING ACTIVITIES
|
|
|
|
||||
Net originations of loans
|
(49,104
|
)
|
|
(18,116
|
)
|
||
Decrease in due from banks - time
|
245
|
|
|
250
|
|
||
Purchases of premises and equipment, net
|
(10,570
|
)
|
|
(13,027
|
)
|
||
Proceeds from sale of foreclosed assets held for sale
|
2,464
|
|
|
7,214
|
|
||
Proceeds from sale of available-for-sale securities
|
1,076,858
|
|
|
201,516
|
|
||
Proceeds from maturities of available-for-sale securities
|
1,255,991
|
|
|
56,438
|
|
||
Purchases of available-for-sale securities
|
(1,458,730
|
)
|
|
(110,201
|
)
|
||
Proceeds from maturities of held-to-maturity securities
|
3,561
|
|
|
11,408
|
|
||
Purchases of held-to-maturity securities
|
(16,997
|
)
|
|
—
|
|
||
Proceeds from bank owned life insurance death benefits
|
763
|
|
|
1,310
|
|
||
Disposition of assets and liabilities held for sale
|
123,610
|
|
|
1,393
|
|
||
Net cash provided by investing activities
|
928,091
|
|
|
138,185
|
|
||
|
|
|
|
||||
FINANCING ACTIVITIES
|
|
|
|
||||
Net change in deposits
|
(503,567
|
)
|
|
(409,221
|
)
|
||
Dividends paid on preferred stock
|
(13
|
)
|
|
—
|
|
||
Dividends paid on common stock
|
(19,077
|
)
|
|
(14,807
|
)
|
||
Net change in other borrowed funds
|
99,230
|
|
|
(175,461
|
)
|
||
Net change in federal funds purchased and securities sold under agreements to repurchase
|
227,714
|
|
|
24,421
|
|
||
Net shares cancelled under stock compensation plans
|
(3,063
|
)
|
|
(2,771
|
)
|
||
Shares issued under employee stock purchase plan
|
956
|
|
|
1,312
|
|
||
Repurchases of common stock
|
(93,307
|
)
|
|
—
|
|
||
Net cash used in financing activities
|
(291,127
|
)
|
|
(576,527
|
)
|
||
|
|
|
|
||||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
740,576
|
|
|
(342,297
|
)
|
||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
996,623
|
|
|
833,458
|
|
||
|
|
|
|
||||
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
$
|
1,737,199
|
|
|
$
|
491,161
|
|
(In thousands, except share data)
|
Preferred Stock
|
|
Common
Stock
|
|
Surplus
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Undivided
Profits
|
|
Total
|
||||||||||||
Three Months Ended March 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance, December 31, 2019
|
$
|
767
|
|
|
$
|
1,136
|
|
|
$
|
2,117,282
|
|
|
$
|
20,891
|
|
|
$
|
848,848
|
|
|
$
|
2,988,924
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Impact of ASU 2016-13 adoption
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(128,101
|
)
|
|
(128,101
|
)
|
||||||
Comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
17,339
|
|
|
77,236
|
|
|
94,575
|
|
||||||
Stock issued for employee stock purchase plan – 43,681 shares
|
—
|
|
|
1
|
|
|
955
|
|
|
—
|
|
|
—
|
|
|
956
|
|
||||||
Stock-based compensation plans, net – 216,385 shares
|
—
|
|
|
2
|
|
|
1,441
|
|
|
—
|
|
|
—
|
|
|
1,443
|
|
||||||
Stock repurchases – 4,922,336 shares
|
—
|
|
|
(49
|
)
|
|
(93,258
|
)
|
|
—
|
|
|
—
|
|
|
(93,307
|
)
|
||||||
Dividends on preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
(13
|
)
|
||||||
Dividends on common stock – $0.17 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,077
|
)
|
|
(19,077
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance, March 31, 2020 (Unaudited)
|
$
|
767
|
|
|
$
|
1,090
|
|
|
$
|
2,026,420
|
|
|
$
|
38,230
|
|
|
$
|
778,893
|
|
|
$
|
2,845,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Three Months Ended March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance, December 31, 2018
|
$
|
—
|
|
|
$
|
923
|
|
|
$
|
1,597,944
|
|
|
$
|
(27,374
|
)
|
|
$
|
674,941
|
|
|
$
|
2,246,434
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
21,374
|
|
|
47,695
|
|
|
69,069
|
|
||||||
Stock issued for employee stock purchase plan – 60,413 shares
|
—
|
|
|
1
|
|
|
1,311
|
|
|
—
|
|
|
—
|
|
|
1,312
|
|
||||||
Stock-based compensation plans, net – 160,305 shares
|
—
|
|
|
2
|
|
|
311
|
|
|
—
|
|
|
—
|
|
|
313
|
|
||||||
Dividends on common stock – $0.16 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,807
|
)
|
|
(14,807
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance, March 31, 2019 (Unaudited)
|
$
|
—
|
|
|
$
|
926
|
|
|
$
|
1,599,566
|
|
|
$
|
(6,000
|
)
|
|
$
|
707,829
|
|
|
$
|
2,302,321
|
|
(In thousands)
|
Acquired from Landrum
|
|
Fair Value Adjustments
|
|
Fair Value
|
||||||
Assets Acquired
|
|
|
|
|
|
||||||
Cash and due from banks
|
$
|
215,285
|
|
|
$
|
—
|
|
|
$
|
215,285
|
|
Due from banks - time
|
248
|
|
|
—
|
|
|
248
|
|
|||
Investment securities
|
1,021,755
|
|
|
4,228
|
|
|
1,025,983
|
|
|||
Loans acquired
|
2,049,137
|
|
|
(43,651
|
)
|
|
2,005,486
|
|
|||
Allowance for loan losses
|
(22,736
|
)
|
|
22,736
|
|
|
—
|
|
|||
Foreclosed assets
|
373
|
|
|
(183
|
)
|
|
190
|
|
|||
Premises and equipment
|
63,878
|
|
|
18,867
|
|
|
82,745
|
|
|||
Bank owned life insurance
|
19,206
|
|
|
—
|
|
|
19,206
|
|
|||
Goodwill
|
407
|
|
|
(407
|
)
|
|
—
|
|
|||
Core deposit intangible
|
—
|
|
|
24,345
|
|
|
24,345
|
|
|||
Other intangibles
|
412
|
|
|
4,704
|
|
|
5,116
|
|
|||
Other assets
|
33,924
|
|
|
(13,401
|
)
|
|
20,523
|
|
|||
Total assets acquired
|
$
|
3,381,889
|
|
|
$
|
17,238
|
|
|
$
|
3,399,127
|
|
|
|
|
|
|
|
||||||
Liabilities Assumed
|
|
|
|
|
|
||||||
Deposits:
|
|
|
|
|
|
||||||
Non-interest bearing transaction accounts
|
$
|
716,675
|
|
|
$
|
—
|
|
|
$
|
716,675
|
|
Interest bearing transaction accounts and savings deposits
|
1,465,429
|
|
|
—
|
|
|
1,465,429
|
|
|||
Time deposits
|
867,197
|
|
|
299
|
|
|
867,496
|
|
|||
Total deposits
|
3,049,301
|
|
|
299
|
|
|
3,049,600
|
|
|||
Other borrowings
|
10,055
|
|
|
—
|
|
|
10,055
|
|
|||
Subordinated debentures
|
34,794
|
|
|
(877
|
)
|
|
33,917
|
|
|||
Accrued interest and other liabilities
|
31,057
|
|
|
(484
|
)
|
|
30,573
|
|
|||
Total liabilities assumed
|
3,125,207
|
|
|
(1,062
|
)
|
|
3,124,145
|
|
|||
Equity
|
256,682
|
|
|
(256,682
|
)
|
|
—
|
|
|||
Total equity assumed
|
256,682
|
|
|
(256,682
|
)
|
|
—
|
|
|||
Total liabilities and equity assumed
|
$
|
3,381,889
|
|
|
$
|
(257,744
|
)
|
|
$
|
3,124,145
|
|
Net assets acquired
|
|
|
|
|
274,982
|
|
|||||
Purchase price
|
|
|
|
|
415,779
|
|
|||||
Goodwill
|
|
|
|
|
$
|
140,797
|
|
(In thousands)
|
Acquired from Reliance
|
|
Fair Value Adjustments
|
|
Fair Value
|
||||||
Assets Acquired
|
|
|
|
|
|
||||||
Cash and due from banks
|
$
|
25,693
|
|
|
$
|
—
|
|
|
$
|
25,693
|
|
Due from banks - time
|
502
|
|
|
—
|
|
|
502
|
|
|||
Investment securities
|
287,983
|
|
|
(1,873
|
)
|
|
286,110
|
|
|||
Loans acquired
|
1,138,527
|
|
|
(41,657
|
)
|
|
1,096,870
|
|
|||
Allowance for loan losses
|
(10,808
|
)
|
|
10,808
|
|
|
—
|
|
|||
Foreclosed assets
|
11,092
|
|
|
(5,180
|
)
|
|
5,912
|
|
|||
Premises and equipment
|
32,452
|
|
|
(3,001
|
)
|
|
29,451
|
|
|||
Bank owned life insurance
|
39,348
|
|
|
—
|
|
|
39,348
|
|
|||
Core deposit intangible
|
—
|
|
|
18,350
|
|
|
18,350
|
|
|||
Other assets
|
25,165
|
|
|
6,911
|
|
|
32,076
|
|
|||
Total assets acquired
|
$
|
1,549,954
|
|
|
$
|
(15,642
|
)
|
|
$
|
1,534,312
|
|
|
|
|
|
|
|
(In thousands)
|
Acquired from Reliance
|
|
Fair Value Adjustments
|
|
Fair Value
|
||||||
Liabilities Assumed
|
|
|
|
|
|
||||||
Deposits:
|
|
|
|
|
|
||||||
Non-interest bearing transaction accounts
|
$
|
108,845
|
|
|
$
|
(33
|
)
|
|
$
|
108,812
|
|
Interest bearing transaction accounts and savings deposits
|
639,798
|
|
|
—
|
|
|
639,798
|
|
|||
Time deposits
|
478,415
|
|
|
(1,758
|
)
|
|
476,657
|
|
|||
Total deposits
|
1,227,058
|
|
|
(1,791
|
)
|
|
1,225,267
|
|
|||
Securities sold under agreement to repurchase
|
14,146
|
|
|
—
|
|
|
14,146
|
|
|||
Other borrowings
|
162,900
|
|
|
(5,500
|
)
|
|
157,400
|
|
|||
Accrued interest and other liabilities
|
8,185
|
|
|
268
|
|
|
8,453
|
|
|||
Total liabilities assumed
|
1,412,289
|
|
|
(7,023
|
)
|
|
1,405,266
|
|
|||
Equity
|
137,665
|
|
|
(137,665
|
)
|
|
—
|
|
|||
Total equity assumed
|
137,665
|
|
|
(137,665
|
)
|
|
—
|
|
|||
Total liabilities and equity assumed
|
$
|
1,549,954
|
|
|
$
|
(144,688
|
)
|
|
$
|
1,405,266
|
|
Net assets acquired
|
|
|
|
|
129,046
|
|
|||||
Purchase price
|
|
|
|
|
207,539
|
|
|||||
Goodwill
|
|
|
|
|
$
|
78,493
|
|
(In thousands)
|
Amortized Cost
|
|
Allowance
for Credit Losses
|
|
Net Carrying Amount
|
|
Gross Unrealized
Gains
|
|
Gross Unrealized
(Losses)
|
|
Estimated Fair
Value
|
||||||||||||
Held-to-Maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
March 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mortgage-backed securities
|
$
|
27,121
|
|
|
$
|
—
|
|
|
$
|
27,121
|
|
|
$
|
668
|
|
|
$
|
(1
|
)
|
|
$
|
27,788
|
|
State and political subdivisions
|
26,082
|
|
|
(97
|
)
|
|
25,985
|
|
|
981
|
|
|
(12
|
)
|
|
26,954
|
|
||||||
Other securities
|
1,174
|
|
|
(312
|
)
|
|
862
|
|
|
110
|
|
|
—
|
|
|
972
|
|
||||||
Total HTM
|
$
|
54,377
|
|
|
$
|
(409
|
)
|
|
$
|
53,968
|
|
|
$
|
1,759
|
|
|
$
|
(13
|
)
|
|
$
|
55,714
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
Amortized Cost
|
|
Allowance
for Credit Losses
|
|
Net Carrying Amount
|
|
Gross Unrealized
Gains
|
|
Gross Unrealized
(Losses)
|
|
Estimated Fair
Value
|
||||||||||||
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mortgage-backed securities
|
$
|
10,796
|
|
|
$
|
—
|
|
|
$
|
10,796
|
|
|
$
|
71
|
|
|
$
|
(59
|
)
|
|
$
|
10,808
|
|
State and political subdivisions
|
27,082
|
|
|
—
|
|
|
27,082
|
|
|
849
|
|
|
—
|
|
|
27,931
|
|
||||||
Other securities
|
3,049
|
|
|
—
|
|
|
3,049
|
|
|
67
|
|
|
—
|
|
|
3,116
|
|
||||||
Total HTM
|
$
|
40,927
|
|
|
$
|
—
|
|
|
$
|
40,927
|
|
|
$
|
987
|
|
|
$
|
(59
|
)
|
|
$
|
41,855
|
|
(In thousands)
|
Amortized
Cost |
|
Allowance for Credit Losses
|
|
Gross Unrealized
Gains |
|
Gross Unrealized
(Losses) |
|
Estimated Fair
Value |
||||||||||
Available-for-sale
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
March 31, 2020
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury
|
$
|
425,032
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(43
|
)
|
|
$
|
424,989
|
|
U.S. Government agencies
|
161,473
|
|
|
—
|
|
|
707
|
|
|
(891
|
)
|
|
161,289
|
|
|||||
Mortgage-backed securities
|
1,150,878
|
|
|
—
|
|
|
32,068
|
|
|
(3,109
|
)
|
|
1,179,837
|
|
|||||
State and political subdivisions
|
659,350
|
|
|
(95
|
)
|
|
20,243
|
|
|
(1,255
|
)
|
|
678,243
|
|
|||||
Other securities
|
21,765
|
|
|
(174
|
)
|
|
866
|
|
|
(175
|
)
|
|
22,282
|
|
|||||
Total AFS
|
$
|
2,418,498
|
|
|
$
|
(269
|
)
|
|
$
|
53,884
|
|
|
$
|
(5,473
|
)
|
|
$
|
2,466,640
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury
|
$
|
449,729
|
|
|
$
|
—
|
|
|
$
|
112
|
|
|
$
|
(112
|
)
|
|
$
|
449,729
|
|
U.S. Government agencies
|
194,207
|
|
|
—
|
|
|
1,313
|
|
|
(1,271
|
)
|
|
194,249
|
|
|||||
Mortgage-backed securities
|
1,738,584
|
|
|
—
|
|
|
8,510
|
|
|
(4,149
|
)
|
|
1,742,945
|
|
|||||
State and political subdivisions
|
860,539
|
|
|
—
|
|
|
20,983
|
|
|
(998
|
)
|
|
880,524
|
|
|||||
Other securities
|
20,092
|
|
|
—
|
|
|
822
|
|
|
(18
|
)
|
|
20,896
|
|
|||||
Total AFS
|
$
|
3,263,151
|
|
|
$
|
—
|
|
|
$
|
31,740
|
|
|
$
|
(6,548
|
)
|
|
$
|
3,288,343
|
|
|
Less Than 12 Months
|
|
12 Months or More
|
|
Total
|
||||||||||||||||||
(In thousands)
|
Estimated
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
|
Gross
Unrealized
Losses
|
||||||||||||
Available-for-sale
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Treasury
|
$
|
424,989
|
|
|
$
|
(43
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
424,989
|
|
|
$
|
(43
|
)
|
U.S. Government agencies
|
—
|
|
|
—
|
|
|
58,056
|
|
|
(891
|
)
|
|
58,056
|
|
|
(891
|
)
|
||||||
Mortgage-backed securities
|
57,718
|
|
|
(1,318
|
)
|
|
74,523
|
|
|
(1,791
|
)
|
|
132,241
|
|
|
(3,109
|
)
|
||||||
State and political subdivisions
|
24,813
|
|
|
(1,157
|
)
|
|
425
|
|
|
(4
|
)
|
|
25,238
|
|
|
(1,161
|
)
|
||||||
Total AFS
|
$
|
507,520
|
|
|
$
|
(2,518
|
)
|
|
$
|
133,004
|
|
|
$
|
(2,686
|
)
|
|
$
|
640,524
|
|
|
$
|
(5,204
|
)
|
(In thousands)
|
State and Political Subdivisions
|
|
Other Securities
|
|
Total
|
||||||
Held-to-Maturity
|
|
|
|
|
|
||||||
Balance, January 1, 2020
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Impact of ASU 2016-13 adoption
|
58
|
|
|
311
|
|
|
369
|
|
|||
Provision for credit loss expense
|
39
|
|
|
1
|
|
|
40
|
|
|||
Balance, March 31, 2020
|
$
|
97
|
|
|
$
|
312
|
|
|
$
|
409
|
|
|
|
|
|
|
|
||||||
Available-for-sale
|
|
|
|
|
|
||||||
Balance, January 1, 2020
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Impact of ASU 2016-13 adoption
|
373
|
|
|
—
|
|
|
373
|
|
|||
Credit losses on securities not previously recorded
|
44
|
|
|
174
|
|
|
218
|
|
|||
Net increase (decrease) in allowance on previously impaired securities
|
(322
|
)
|
|
—
|
|
|
(322
|
)
|
|||
Balance, March 31, 2020
|
$
|
95
|
|
|
$
|
174
|
|
|
$
|
269
|
|
|
State and Political Subdivisions
|
|
|
||||||||||||||||
(In thousands)
|
Not Guaranteed or Pre-Refunded
|
|
Other Credit Enhancement or Insurance
|
|
Pre-Refunded
|
|
Total
|
|
Other Securities
|
||||||||||
Aaa/AAA
|
$
|
2,111
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,111
|
|
|
$
|
—
|
|
Aa/AA
|
12,596
|
|
|
6,203
|
|
|
285
|
|
|
19,084
|
|
|
—
|
|
|||||
A
|
766
|
|
|
929
|
|
|
—
|
|
|
1,695
|
|
|
—
|
|
|||||
Not Rated
|
2,323
|
|
|
370
|
|
|
499
|
|
|
3,192
|
|
|
1,174
|
|
|||||
Total
|
$
|
17,796
|
|
|
$
|
7,502
|
|
|
$
|
784
|
|
|
$
|
26,082
|
|
|
$
|
1,174
|
|
|
|
|
Three Months Ended
March 31, |
||||||||
(In thousands)
|
|
|
|
|
2020
|
|
2019
|
||||
Taxable:
|
|
|
|
|
|
|
|
|
|
||
Held-to-maturity
|
|
|
|
|
$
|
171
|
|
|
$
|
438
|
|
Available-for-sale
|
|
|
|
|
12,581
|
|
|
11,520
|
|
||
|
|
|
|
|
|
|
|
||||
Non-taxable:
|
|
|
|
|
|
|
|
||||
Held-to-maturity
|
|
|
|
|
72
|
|
|
1,162
|
|
||
Available-for-sale
|
|
|
|
|
6,119
|
|
|
3,161
|
|
||
Total
|
|
|
|
|
$
|
18,943
|
|
|
$
|
16,281
|
|
|
Held-to-Maturity
|
|
Available-for-Sale
|
||||||||||||
(In thousands)
|
Amortized
Cost
|
|
Fair
Value
|
|
Amortized
Cost
|
|
Fair
Value
|
||||||||
One year or less
|
$
|
4,543
|
|
|
$
|
4,563
|
|
|
$
|
437,199
|
|
|
$
|
437,187
|
|
After one through five years
|
15,414
|
|
|
15,769
|
|
|
34,541
|
|
|
34,889
|
|
||||
After five through ten years
|
7,299
|
|
|
7,594
|
|
|
108,605
|
|
|
109,611
|
|
||||
After ten years
|
—
|
|
|
—
|
|
|
686,714
|
|
|
703,839
|
|
||||
Securities not due on a single maturity date
|
27,121
|
|
|
27,788
|
|
|
1,150,878
|
|
|
1,179,837
|
|
||||
Other securities (no maturity)
|
—
|
|
|
—
|
|
|
561
|
|
|
1,277
|
|
||||
Total
|
$
|
54,377
|
|
|
$
|
55,714
|
|
|
$
|
2,418,498
|
|
|
$
|
2,466,640
|
|
(In thousands)
|
March 31, 2020
|
|
December 31, 2019
|
||||
Consumer:
|
|
|
|
|
|
||
Credit cards
|
$
|
188,596
|
|
|
$
|
204,802
|
|
Other consumer
|
267,870
|
|
|
249,195
|
|
||
Total consumer
|
456,466
|
|
|
453,997
|
|
||
Real Estate:
|
|
|
|
||||
Construction and development
|
2,024,118
|
|
|
2,248,673
|
|
||
Single family residential
|
2,343,543
|
|
|
2,414,753
|
|
||
Other commercial
|
6,466,104
|
|
|
6,358,514
|
|
||
Total real estate
|
10,833,765
|
|
|
11,021,940
|
|
||
Commercial:
|
|
|
|
||||
Commercial
|
2,314,472
|
|
|
2,451,119
|
|
||
Agricultural
|
191,535
|
|
|
191,525
|
|
||
Total commercial
|
2,506,007
|
|
|
2,642,644
|
|
||
Other
|
578,039
|
|
|
307,123
|
|
||
Total loans
|
$
|
14,374,277
|
|
|
$
|
14,425,704
|
|
(In thousands)
|
March 31, 2020
|
|
December 31, 2019
|
||||
Consumer:
|
|
|
|
|
|
||
Credit cards
|
$
|
265
|
|
|
$
|
382
|
|
Other consumer
|
2,111
|
|
|
1,705
|
|
||
Total consumer
|
2,376
|
|
|
2,087
|
|
||
Real estate:
|
|
|
|
||||
Construction and development
|
6,604
|
|
|
5,289
|
|
||
Single family residential
|
30,829
|
|
|
27,695
|
|
||
Other commercial
|
36,428
|
|
|
16,582
|
|
||
Total real estate
|
73,861
|
|
|
49,566
|
|
||
Commercial:
|
|
|
|
||||
Commercial
|
78,944
|
|
|
40,924
|
|
||
Agricultural
|
682
|
|
|
753
|
|
||
Total commercial
|
79,626
|
|
|
41,677
|
|
||
Total
|
$
|
155,863
|
|
|
$
|
93,330
|
|
(In thousands)
|
Gross
30-89 Days
Past Due
|
|
90 Days
or More
Past Due
|
|
Total
Past Due
|
|
Current
|
|
Total
Loans
|
|
90 Days
Past Due &
Accruing
|
||||||||||||
March 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Credit cards
|
$
|
866
|
|
|
$
|
325
|
|
|
$
|
1,191
|
|
|
$
|
187,405
|
|
|
$
|
188,596
|
|
|
$
|
115
|
|
Other consumer
|
4,540
|
|
|
1,131
|
|
|
5,671
|
|
|
262,199
|
|
|
267,870
|
|
|
—
|
|
||||||
Total consumer
|
5,406
|
|
|
1,456
|
|
|
6,862
|
|
|
449,604
|
|
|
456,466
|
|
|
115
|
|
||||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Construction and development
|
2,713
|
|
|
5,013
|
|
|
7,726
|
|
|
2,016,392
|
|
|
2,024,118
|
|
|
—
|
|
||||||
Single family residential
|
31,236
|
|
|
15,246
|
|
|
46,482
|
|
|
2,297,061
|
|
|
2,343,543
|
|
|
321
|
|
||||||
Other commercial
|
23,524
|
|
|
10,673
|
|
|
34,197
|
|
|
6,431,907
|
|
|
6,466,104
|
|
|
1
|
|
||||||
Total real estate
|
57,473
|
|
|
30,932
|
|
|
88,405
|
|
|
10,745,360
|
|
|
10,833,765
|
|
|
322
|
|
||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial
|
16,361
|
|
|
25,130
|
|
|
41,491
|
|
|
2,272,981
|
|
|
2,314,472
|
|
|
723
|
|
||||||
Agricultural
|
377
|
|
|
560
|
|
|
937
|
|
|
190,598
|
|
|
191,535
|
|
|
—
|
|
||||||
Total commercial
|
16,738
|
|
|
25,690
|
|
|
42,428
|
|
|
2,463,579
|
|
|
2,506,007
|
|
|
723
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
578,039
|
|
|
578,039
|
|
|
—
|
|
||||||
Total
|
$
|
79,617
|
|
|
$
|
58,078
|
|
|
$
|
137,695
|
|
|
$
|
14,236,582
|
|
|
$
|
14,374,277
|
|
|
$
|
1,160
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Credit cards
|
$
|
848
|
|
|
$
|
641
|
|
|
$
|
1,489
|
|
|
$
|
203,313
|
|
|
$
|
204,802
|
|
|
$
|
259
|
|
Other consumer
|
4,884
|
|
|
735
|
|
|
5,619
|
|
|
243,576
|
|
|
249,195
|
|
|
—
|
|
||||||
Total consumer
|
5,732
|
|
|
1,376
|
|
|
7,108
|
|
|
446,889
|
|
|
453,997
|
|
|
259
|
|
||||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Construction and development
|
5,792
|
|
|
1,078
|
|
|
6,870
|
|
|
2,241,803
|
|
|
2,248,673
|
|
|
—
|
|
||||||
Single family residential
|
26,318
|
|
|
13,789
|
|
|
40,107
|
|
|
2,374,646
|
|
|
2,414,753
|
|
|
597
|
|
||||||
Other commercial
|
7,645
|
|
|
6,450
|
|
|
14,095
|
|
|
6,344,419
|
|
|
6,358,514
|
|
|
—
|
|
||||||
Total real estate
|
39,755
|
|
|
21,317
|
|
|
61,072
|
|
|
10,960,868
|
|
|
11,021,940
|
|
|
597
|
|
||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial
|
10,579
|
|
|
13,551
|
|
|
24,130
|
|
|
2,426,989
|
|
|
2,451,119
|
|
|
—
|
|
||||||
Agricultural
|
1,223
|
|
|
456
|
|
|
1,679
|
|
|
189,846
|
|
|
191,525
|
|
|
—
|
|
||||||
Total commercial
|
11,802
|
|
|
14,007
|
|
|
25,809
|
|
|
2,616,835
|
|
|
2,642,644
|
|
|
—
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
307,123
|
|
|
307,123
|
|
|
—
|
|
||||||
Total
|
$
|
57,289
|
|
|
$
|
36,700
|
|
|
$
|
93,989
|
|
|
$
|
14,331,715
|
|
|
$
|
14,425,704
|
|
|
$
|
856
|
|
(In thousands)
|
Unpaid
Contractual
Principal
Balance
|
|
Recorded Investment
With No
Allowance
|
|
Recorded
Investment
With Allowance
|
|
Total
Recorded
Investment
|
|
Related
Allowance
|
|
Average
Investment in
Impaired
Loans
|
|
Interest
Income
Recognized
|
||||||||||||||
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, 2019 |
|||||||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Credit cards
|
$
|
382
|
|
|
$
|
382
|
|
|
$
|
—
|
|
|
$
|
382
|
|
|
$
|
—
|
|
|
$
|
317
|
|
|
$
|
30
|
|
Other consumer
|
1,537
|
|
|
1,378
|
|
|
—
|
|
|
1,378
|
|
|
—
|
|
|
1,857
|
|
|
13
|
|
|||||||
Total consumer
|
1,919
|
|
|
1,760
|
|
|
—
|
|
|
1,760
|
|
|
—
|
|
|
2,174
|
|
|
43
|
|
|||||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Construction and development
|
4,648
|
|
|
4,466
|
|
|
72
|
|
|
4,538
|
|
|
4
|
|
|
1,920
|
|
|
14
|
|
|||||||
Single family residential
|
19,466
|
|
|
15,139
|
|
|
2,963
|
|
|
18,102
|
|
|
42
|
|
|
13,703
|
|
|
98
|
|
|||||||
Other commercial
|
10,645
|
|
|
4,713
|
|
|
3,740
|
|
|
8,453
|
|
|
694
|
|
|
8,992
|
|
|
64
|
|
|||||||
Total real estate
|
34,759
|
|
|
24,318
|
|
|
6,775
|
|
|
31,093
|
|
|
740
|
|
|
24,615
|
|
|
176
|
|
|||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial
|
53,436
|
|
|
6,582
|
|
|
28,998
|
|
|
35,580
|
|
|
5,007
|
|
|
20,739
|
|
|
148
|
|
|||||||
Agricultural
|
525
|
|
|
383
|
|
|
116
|
|
|
499
|
|
|
—
|
|
|
1,147
|
|
|
8
|
|
|||||||
Total commercial
|
53,961
|
|
|
6,965
|
|
|
29,114
|
|
|
36,079
|
|
|
5,007
|
|
|
21,886
|
|
|
156
|
|
|||||||
Total
|
$
|
90,639
|
|
|
$
|
33,043
|
|
|
$
|
35,889
|
|
|
$
|
68,932
|
|
|
$
|
5,747
|
|
|
$
|
48,675
|
|
|
$
|
375
|
|
|
Accruing TDR Loans
|
|
Nonaccrual TDR Loans
|
|
Total TDR Loans
|
|||||||||||||||
(Dollars in thousands)
|
Number
|
|
Balance
|
|
Number
|
|
Balance
|
|
Number
|
|
Balance
|
|||||||||
March 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Construction and development
|
—
|
|
|
$
|
—
|
|
|
1
|
|
|
$
|
71
|
|
|
1
|
|
|
$
|
71
|
|
Single-family residential
|
7
|
|
|
898
|
|
|
12
|
|
|
904
|
|
|
19
|
|
|
1,802
|
|
|||
Other commercial
|
1
|
|
|
455
|
|
|
2
|
|
|
75
|
|
|
3
|
|
|
530
|
|
|||
Total real estate
|
8
|
|
|
1,353
|
|
|
15
|
|
|
1,050
|
|
|
23
|
|
|
2,403
|
|
|||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Commercial
|
4
|
|
|
2,757
|
|
|
3
|
|
|
73
|
|
|
7
|
|
|
2,830
|
|
|||
Total commercial
|
4
|
|
|
2,757
|
|
|
3
|
|
|
73
|
|
|
7
|
|
|
2,830
|
|
|||
Total
|
12
|
|
|
$
|
4,110
|
|
|
18
|
|
|
$
|
1,123
|
|
|
30
|
|
|
$
|
5,233
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Construction and development
|
—
|
|
|
$
|
—
|
|
|
1
|
|
|
$
|
72
|
|
|
1
|
|
|
$
|
72
|
|
Single-family residential
|
7
|
|
|
1,151
|
|
|
12
|
|
|
671
|
|
|
19
|
|
|
1,822
|
|
|||
Other commercial
|
1
|
|
|
476
|
|
|
2
|
|
|
80
|
|
|
3
|
|
|
556
|
|
|||
Total real estate
|
8
|
|
|
1,627
|
|
|
15
|
|
|
823
|
|
|
23
|
|
|
2,450
|
|
|||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Commercial
|
4
|
|
|
2,784
|
|
|
3
|
|
|
79
|
|
|
7
|
|
|
2,863
|
|
|||
Total commercial
|
4
|
|
|
2,784
|
|
|
3
|
|
|
79
|
|
|
7
|
|
|
2,863
|
|
|||
Total
|
12
|
|
|
$
|
4,411
|
|
|
18
|
|
|
$
|
902
|
|
|
30
|
|
|
$
|
5,313
|
|
•
|
Risk Rate 1 – Pass (Excellent) – This category includes loans which are virtually free of credit risk. Borrowers in this category represent the highest credit quality and greatest financial strength.
|
•
|
Risk Rate 2 – Pass (Good) - Loans under this category possess a nominal risk of default. This category includes borrowers with strong financial strength and superior financial ratios and trends. These loans are generally fully secured by cash or equivalents (other than those rated “excellent”).
|
•
|
Risk Rate 3 – Pass (Acceptable – Average) - Loans in this category are considered to possess a normal level of risk. Borrowers in this category have satisfactory financial strength and adequate cash flow coverage to service debt requirements. If secured, the perfected collateral should be of acceptable quality and within established borrowing parameters.
|
•
|
Risk Rate 4 – Pass (Monitor) - Loans in the Watch (Monitor) category exhibit an overall acceptable level of risk, but that risk may be increased by certain conditions, which represent “red flags”. These “red flags” require a higher level of supervision or monitoring than the normal “Pass” rated credit. The borrower may be experiencing these conditions for the first time, or it may be recovering from weakness, which at one time justified a higher rating. These conditions may include: weaknesses in financial trends; marginal cash flow; one-time negative operating results; non-compliance with policy or borrowing agreements; poor diversity in operations; lack of adequate monitoring information or lender supervision; questionable management ability/stability.
|
•
|
Risk Rate 5 – Special Mention - A loan in this category has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institution’s credit position at some future date. Special Mention loans are not adversely classified (although they are “criticized”) and do not expose an institution to sufficient risk to warrant adverse classification. Borrowers may be experiencing adverse operating trends, or an ill-proportioned balance sheet. Non-financial characteristics of a Special Mention rating may include management problems, pending litigation, a non-existent, or ineffective loan agreement or other material structural weakness, and/or other significant deviation from prudent lending practices.
|
•
|
Risk Rate 6 – Substandard - A Substandard loan is inadequately protected by the current sound worth and paying capacity of the borrower or of the collateral pledged, if any. Loans so classified must have a well-defined weakness, or weaknesses, that jeopardize the liquidation of the debt. The loans are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. This does not imply ultimate loss of the principal, but may involve burdensome administrative expenses and the accompanying cost to carry the loan.
|
•
|
Risk Rate 7 – Doubtful - A loan classified Doubtful has all the weaknesses inherent in a substandard loan except that the weaknesses make collection or liquidation in full (on the basis of currently existing facts, conditions, and values) highly questionable and improbable. Doubtful borrowers are usually in default, lack adequate liquidity, or capital, and lack the resources necessary to remain an operating entity. The possibility of loss is extremely high, but because of specific pending events that may strengthen the asset, its classification as loss is deferred. Pending factors include: proposed merger or acquisition; liquidation procedures; capital injection; perfection of liens on additional collateral; and refinancing plans. Loans classified as Doubtful are placed on nonaccrual status.
|
•
|
Risk Rate 8 – Loss - Loans classified Loss are considered uncollectible and of such little value that their continuance as bankable assets is not warranted. This classification does not mean that the loans has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off this basically worthless loan, even though partial recovery may be affected in the future. Borrowers in the Loss category are often in bankruptcy, have formally suspended debt repayments, or have otherwise ceased normal business operations. Loans should be classified as Loss and charged-off in the period in which they become uncollectible.
|
•
|
Current - Loans in this category are either current in payments or are under 30 days past due. These loans are considered to have a normal level of risk.
|
•
|
30-89 Days Past Due - Loans in this category are between 30 and 89 days past due and are subject to the Company’s loss mitigation process. These loans are considered to have a moderate level of risk.
|
•
|
90+ Days Past Due - Loans in this category are over 90 days past due and are placed on nonaccrual status. These loans have been subject to the Company’s loss mitigation process and foreclosure and/or charge-off proceedings have commenced.
|
|
Term Loans Amortized Cost Basis by Origination Year
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
(In thousands)
|
2020 (YTD)
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015 and Prior
|
|
Lines of Credit Amortized Cost Basis
|
|
Lines of Credit Converted to Term Loans Amortized Cost Basis
|
|
Total
|
||||||||||||||||||
March 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Consumer - credit cards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Delinquency:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
30-89 days past due
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
866
|
|
|
$
|
—
|
|
|
$
|
866
|
|
90+ days past due
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
325
|
|
|
—
|
|
|
325
|
|
|||||||||
Total consumer - credit cards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,191
|
|
|
—
|
|
|
1,191
|
|
|||||||||
Consumer - other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Delinquency:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
30-89 days past due
|
47
|
|
|
1,109
|
|
|
636
|
|
|
1,188
|
|
|
1,182
|
|
|
251
|
|
|
128
|
|
|
—
|
|
|
4,541
|
|
|||||||||
90+ days past due
|
—
|
|
|
147
|
|
|
97
|
|
|
446
|
|
|
203
|
|
|
60
|
|
|
178
|
|
|
—
|
|
|
1,131
|
|
|||||||||
Total consumer - other
|
47
|
|
|
1,256
|
|
|
733
|
|
|
1,634
|
|
|
1,385
|
|
|
311
|
|
|
306
|
|
|
—
|
|
|
5,672
|
|
|||||||||
Real estate - C&D
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Risk rating:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
5 internal grade
|
—
|
|
|
45
|
|
|
19
|
|
|
1,957
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,042
|
|
|||||||||
6 internal grade
|
—
|
|
|
3,569
|
|
|
620
|
|
|
206
|
|
|
432
|
|
|
626
|
|
|
2,401
|
|
|
209
|
|
|
8,063
|
|
|||||||||
7 internal grade
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Total real estate - C&D
|
—
|
|
|
3,614
|
|
|
639
|
|
|
2,163
|
|
|
453
|
|
|
626
|
|
|
2,401
|
|
|
209
|
|
|
10,105
|
|
|||||||||
Real estate - SF residential
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Delinquency:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
30-89 days past due
|
33
|
|
|
4,672
|
|
|
6,168
|
|
|
4,648
|
|
|
5,010
|
|
|
8,233
|
|
|
2,471
|
|
|
—
|
|
|
31,235
|
|
|||||||||
90+ days past due
|
—
|
|
|
2,115
|
|
|
4,074
|
|
|
2,394
|
|
|
1,829
|
|
|
3,748
|
|
|
1,086
|
|
|
—
|
|
|
15,246
|
|
|||||||||
Total real estate - SF residential
|
33
|
|
|
6,787
|
|
|
10,242
|
|
|
7,042
|
|
|
6,839
|
|
|
11,981
|
|
|
3,557
|
|
|
—
|
|
|
46,481
|
|
|||||||||
Real estate - other commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Risk rating:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
5 internal grade
|
1,037
|
|
|
23,628
|
|
|
2,116
|
|
|
985
|
|
|
4,845
|
|
|
3,379
|
|
|
12,477
|
|
|
—
|
|
|
48,467
|
|
|||||||||
6 internal grade
|
2,728
|
|
|
16,060
|
|
|
17,211
|
|
|
4,369
|
|
|
6,860
|
|
|
20,059
|
|
|
37,552
|
|
|
1,037
|
|
|
105,876
|
|
|||||||||
7 internal grade
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Total real estate - other commercial
|
3,765
|
|
|
39,688
|
|
|
19,327
|
|
|
5,354
|
|
|
11,705
|
|
|
23,438
|
|
|
50,029
|
|
|
1,037
|
|
|
154,343
|
|
|||||||||
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Risk rating:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
5 internal grade
|
—
|
|
|
209
|
|
|
14
|
|
|
270
|
|
|
407
|
|
|
77
|
|
|
25,418
|
|
|
—
|
|
|
26,395
|
|
|||||||||
6 internal grade
|
16
|
|
|
11,925
|
|
|
6,994
|
|
|
16,480
|
|
|
1,264
|
|
|
764
|
|
|
54,993
|
|
|
743
|
|
|
93,179
|
|
|||||||||
7 internal grade
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Total commercial
|
16
|
|
|
12,134
|
|
|
7,008
|
|
|
16,750
|
|
|
1,671
|
|
|
841
|
|
|
80,411
|
|
|
743
|
|
|
119,574
|
|
|||||||||
Commercial - agriculture
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Risk rating:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
5 internal grade
|
—
|
|
|
67
|
|
|
—
|
|
|
25
|
|
|
12
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
121
|
|
|||||||||
6 internal grade
|
—
|
|
|
115
|
|
|
177
|
|
|
169
|
|
|
88
|
|
|
8
|
|
|
230
|
|
|
—
|
|
|
787
|
|
|||||||||
7 internal grade
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Total commercial - agriculture
|
—
|
|
|
182
|
|
|
177
|
|
|
194
|
|
|
100
|
|
|
8
|
|
|
247
|
|
|
—
|
|
|
908
|
|
|||||||||
Total
|
$
|
3,861
|
|
|
$
|
63,661
|
|
|
$
|
38,126
|
|
|
$
|
33,137
|
|
|
$
|
22,153
|
|
|
$
|
37,205
|
|
|
$
|
138,142
|
|
|
$
|
1,989
|
|
|
$
|
338,274
|
|
(In thousands)
|
|
Risk Rate
1-4
|
|
Risk Rate
5
|
|
Risk Rate
6
|
|
Risk Rate
7
|
|
Risk Rate
8
|
|
Total
|
||||||||||||
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Credit cards
|
|
$
|
204,161
|
|
|
$
|
—
|
|
|
$
|
641
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
204,802
|
|
Other consumer
|
|
247,668
|
|
|
—
|
|
|
2,026
|
|
|
—
|
|
|
—
|
|
|
249,694
|
|
||||||
Total consumer
|
|
451,829
|
|
|
—
|
|
|
2,667
|
|
|
—
|
|
|
—
|
|
|
454,496
|
|
||||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Construction and development
|
|
2,229,019
|
|
|
70
|
|
|
7,735
|
|
|
—
|
|
|
37
|
|
|
2,236,861
|
|
||||||
Single family residential
|
|
2,394,284
|
|
|
6,049
|
|
|
41,601
|
|
|
130
|
|
|
—
|
|
|
2,442,064
|
|
||||||
Other commercial
|
|
6,068,425
|
|
|
69,745
|
|
|
67,429
|
|
|
—
|
|
|
—
|
|
|
6,205,599
|
|
||||||
Total real estate
|
|
10,691,728
|
|
|
75,864
|
|
|
116,765
|
|
|
130
|
|
|
37
|
|
|
10,884,524
|
|
||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial
|
|
2,384,263
|
|
|
26,713
|
|
|
84,317
|
|
|
43
|
|
|
180
|
|
|
2,495,516
|
|
||||||
Agricultural
|
|
309,741
|
|
|
41
|
|
|
5,672
|
|
|
—
|
|
|
—
|
|
|
315,454
|
|
||||||
Total commercial
|
|
2,694,004
|
|
|
26,754
|
|
|
89,989
|
|
|
43
|
|
|
180
|
|
|
2,810,970
|
|
||||||
Other
|
|
275,714
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
275,714
|
|
||||||
Total
|
|
$
|
14,113,275
|
|
|
$
|
102,618
|
|
|
$
|
209,421
|
|
|
$
|
173
|
|
|
$
|
217
|
|
|
$
|
14,425,704
|
|
•
|
Changes in asset quality - Adjustments related to trending credit quality metrics including delinquency, nonperforming loans, charge-offs, and risk ratings that may not be fully accounted for in the reserve factor.
|
•
|
Changes in the nature and volume of the portfolio - Adjustments related to current changes in the loan portfolio that are not fully represented or accounted for in the reserve factors.
|
•
|
Changes in lending and loan monitoring policies and procedures - Adjustments related to current changes in lending and loan monitoring procedures as well as review of specific internal policy compliance metrics.
|
•
|
Change in the experience, ability, and depth of lending management and other relevant staff - Adjustments to measure increasing or decreasing credit risk related to lending and loan monitoring management.
|
•
|
Changes in the value of underlying collateral of collateralized loans - Adjustments related to improving or deterioration of the value of underlying collateral that are not fully captured in the reserve factors.
|
•
|
Changes in and the existence and effect of any concentrations of credit - Adjustments related to credit risk of specific industries that are not fully captured in the reserve factors.
|
•
|
Changes in regional and local economic and business conditions and developments - Adjustments related to expected and current economic conditions at a regional or local-level that are not fully captured within the Company’s reasonable and supportable forecast.
|
•
|
Data imprecisions due to limited historical loss data - Adjustments related to limited historical loss data that is representative of the collective loan portfolio.
|
(In thousands)
|
Real Estate Collateral
|
|
Energy
|
|
Other Collateral
|
|
Total
|
||||||||
Construction and development
|
$
|
3,078
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,078
|
|
Single family residential
|
3,586
|
|
|
—
|
|
|
—
|
|
|
3,586
|
|
||||
Other commercial real estate
|
16,984
|
|
|
—
|
|
|
—
|
|
|
16,984
|
|
||||
Commercial
|
—
|
|
|
43,573
|
|
|
8,449
|
|
|
52,022
|
|
||||
Total
|
$
|
23,648
|
|
|
$
|
43,573
|
|
|
$
|
8,449
|
|
|
$
|
75,670
|
|
(In thousands)
|
Commercial
|
|
Real
Estate
|
|
Credit
Card
|
|
Other
Consumer
and Other
|
|
Total
|
||||||||||
Three Months Ended March 31, 2020
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for credit losses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Beginning balance, prior to adoption of CECL
|
$
|
22,863
|
|
|
$
|
39,161
|
|
|
$
|
4,051
|
|
|
$
|
2,169
|
|
|
$
|
68,244
|
|
Impact of CECL adoption
|
22,733
|
|
|
114,314
|
|
|
2,232
|
|
|
12,098
|
|
|
151,377
|
|
|||||
Provision for credit loss expense
|
30,907
|
|
|
(12,158
|
)
|
|
2,750
|
|
|
4,698
|
|
|
26,197
|
|
|||||
Charge-offs
|
(523
|
)
|
|
(396
|
)
|
|
(1,441
|
)
|
|
(1,379
|
)
|
|
(3,739
|
)
|
|||||
Recoveries
|
347
|
|
|
101
|
|
|
225
|
|
|
443
|
|
|
1,116
|
|
|||||
Net charge-offs
|
(176
|
)
|
|
(295
|
)
|
|
(1,216
|
)
|
|
(936
|
)
|
|
(2,623
|
)
|
|||||
Balance, March 31, 2020
|
$
|
76,327
|
|
|
$
|
141,022
|
|
|
$
|
7,817
|
|
|
$
|
18,029
|
|
|
$
|
243,195
|
|
(In thousands)
|
Commercial
|
|
Real
Estate
|
|
Credit
Card
|
|
Other
Consumer
and Other
|
|
Total
|
||||||||||
Three Months Ended March 31, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance, beginning of period
|
$
|
20,514
|
|
|
$
|
29,838
|
|
|
$
|
3,923
|
|
|
$
|
2,419
|
|
|
$
|
56,694
|
|
Provision for credit losses
|
1,874
|
|
|
5,307
|
|
|
898
|
|
|
1,206
|
|
|
9,285
|
|
|||||
Charge-offs
|
(3,152
|
)
|
|
(417
|
)
|
|
(1,142
|
)
|
|
(1,553
|
)
|
|
(6,264
|
)
|
|||||
Recoveries
|
158
|
|
|
142
|
|
|
240
|
|
|
300
|
|
|
840
|
|
|||||
Net charge-offs
|
(2,994
|
)
|
|
(275
|
)
|
|
(902
|
)
|
|
(1,253
|
)
|
|
(5,424
|
)
|
|||||
Balance, March 31, 2019
|
$
|
19,394
|
|
|
$
|
34,870
|
|
|
$
|
3,919
|
|
|
$
|
2,372
|
|
|
$
|
60,555
|
|
|
|
|
Three Months Ended
March 31, |
||||||||
|
|
|
|
|
2020
|
|
2019
|
||||
Operating lease cost
|
|
|
|
|
$
|
3,200,500
|
|
|
$
|
3,434,900
|
|
Weighted average remaining lease term
|
|
|
|
|
8.41 years
|
|
|
9.29 years
|
|
||
Weighted average discount rate
|
|
|
|
|
3.27
|
%
|
|
3.46
|
%
|
(In thousands)
|
March 31, 2020
|
|
December 31, 2019
|
||||
Right-of-use lease assets
|
$
|
38,345
|
|
|
$
|
40,675
|
|
Premises and equipment:
|
|
|
|
||||
Land
|
97,152
|
|
|
99,931
|
|
||
Buildings and improvements
|
307,324
|
|
|
309,290
|
|
||
Furniture, fixtures and equipment
|
102,342
|
|
|
99,343
|
|
||
Software
|
60,369
|
|
|
56,012
|
|
||
Construction in progress
|
7,285
|
|
|
6,998
|
|
||
Accumulated depreciation and amortization
|
(127,827
|
)
|
|
(119,865
|
)
|
||
Total premises and equipment, net
|
$
|
484,990
|
|
|
$
|
492,384
|
|
(In thousands)
|
March 31, 2020
|
|
December 31, 2019
|
||||
Core deposit premiums:
|
|
|
|
||||
Balance, beginning of year
|
$
|
111,808
|
|
|
$
|
79,807
|
|
Acquisitions(1)
|
—
|
|
|
42,695
|
|
||
Disposition of intangible asset(2)
|
(1,841
|
)
|
|
—
|
|
||
Amortization
|
(3,070
|
)
|
|
(10,694
|
)
|
||
Balance, end of period
|
106,897
|
|
|
111,808
|
|
||
Books of business and other intangibles:
|
|
|
|
||||
Balance, beginning of year
|
15,532
|
|
|
11,527
|
|
||
Acquisitions(3)
|
—
|
|
|
5,116
|
|
||
Disposition of intangible asset
|
(413
|
)
|
|
—
|
|
||
Amortization
|
(343
|
)
|
|
(1,111
|
)
|
||
Balance, end of period
|
14,776
|
|
|
15,532
|
|
||
Total other intangible assets, net
|
$
|
121,673
|
|
|
$
|
127,340
|
|
(In thousands)
|
March 31, 2020
|
|
December 31, 2019
|
||||
Core deposit premiums:
|
|
|
|
||||
Gross carrying amount
|
$
|
146,838
|
|
|
$
|
148,679
|
|
Accumulated amortization
|
(39,941
|
)
|
|
(36,871
|
)
|
||
Core deposit premiums, net
|
106,897
|
|
|
111,808
|
|
||
Books of business and other intangibles:
|
|
|
|
||||
Gross carrying amount
|
19,938
|
|
|
20,350
|
|
||
Accumulated amortization
|
(5,162
|
)
|
|
(4,818
|
)
|
||
Books of business and other intangibles, net
|
14,776
|
|
|
15,532
|
|
||
Total other intangible assets, net
|
$
|
121,673
|
|
|
$
|
127,340
|
|
(In thousands)
|
Year
|
|
Amortization
Expense
|
||
|
Remainder of 2020
|
|
$
|
10,120
|
|
|
2021
|
|
13,436
|
|
|
|
2022
|
|
13,384
|
|
|
|
2023
|
|
13,101
|
|
|
|
2024
|
|
12,199
|
|
|
|
Thereafter
|
|
59,433
|
|
|
|
Total
|
|
$
|
121,673
|
|
|
|
|
Three Months Ended
March 31, |
||||||||
(In thousands)
|
|
|
|
|
2020
|
|
2019
|
||||
Income taxes currently payable
|
|
|
|
|
$
|
22,280
|
|
|
$
|
10,317
|
|
Deferred income taxes
|
|
|
|
|
(1,586
|
)
|
|
2,081
|
|
||
Provision for income taxes
|
|
|
|
|
$
|
20,694
|
|
|
$
|
12,398
|
|
(In thousands)
|
March 31, 2020
|
|
December 31, 2019
|
||||
Deferred tax assets:
|
|
|
|
|
|
||
Loans acquired
|
$
|
16,606
|
|
|
$
|
20,783
|
|
Allowance for credit losses
|
60,678
|
|
|
16,732
|
|
||
Valuation of foreclosed assets
|
2,636
|
|
|
2,626
|
|
||
Tax NOLs from acquisition
|
17,467
|
|
|
18,118
|
|
||
Deferred compensation payable
|
2,866
|
|
|
2,750
|
|
||
Accrued equity and other compensation
|
5,914
|
|
|
6,677
|
|
||
Acquired securities
|
—
|
|
|
3,393
|
|
||
Right-of-use lease liability
|
9,646
|
|
|
10,221
|
|
||
Allowance for unfunded commitments
|
7,376
|
|
|
—
|
|
||
Other
|
5,414
|
|
|
7,886
|
|
||
Gross deferred tax assets
|
128,603
|
|
|
89,186
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Goodwill and other intangible amortization
|
(40,378
|
)
|
|
(41,221
|
)
|
||
Accumulated depreciation
|
(36,731
|
)
|
|
(36,554
|
)
|
||
Right-of-use lease asset
|
(9,620
|
)
|
|
(10,176
|
)
|
||
Unrealized gain on available-for-sale securities
|
(11,725
|
)
|
|
(3,720
|
)
|
||
Deferred loan fees and costs
|
(2,994
|
)
|
|
(3,018
|
)
|
||
Acquired securities
|
(771
|
)
|
|
—
|
|
||
Other
|
(5,332
|
)
|
|
(4,633
|
)
|
||
Gross deferred tax liabilities
|
(107,551
|
)
|
|
(99,322
|
)
|
||
|
|
|
|
||||
Net deferred tax asset (liability)
|
$
|
21,052
|
|
|
$
|
(10,136
|
)
|
|
|
|
Three Months Ended
March 31, |
||||||||
(In thousands)
|
|
|
|
|
2020
|
|
2019
|
||||
Computed at the statutory rate (21%)
|
|
|
|
|
$
|
20,560
|
|
|
$
|
12,620
|
|
Increase (decrease) in taxes resulting from:
|
|
|
|
|
|
|
|
||||
State income taxes, net of federal tax benefit
|
|
|
|
|
2,063
|
|
|
1,345
|
|
||
Discrete items related to ASU 2016-09
|
|
|
|
|
26
|
|
|
(26
|
)
|
||
Tax exempt interest income
|
|
|
|
|
(1,421
|
)
|
|
(961
|
)
|
||
Tax exempt earnings on BOLI
|
|
|
|
|
(319
|
)
|
|
(179
|
)
|
||
Federal tax credits
|
|
|
|
|
(1,034
|
)
|
|
(729
|
)
|
||
Other differences, net
|
|
|
|
|
819
|
|
|
328
|
|
||
Actual tax provision
|
|
|
|
|
$
|
20,694
|
|
|
$
|
12,398
|
|
|
Remaining Contractual Maturity of the Agreements
|
||||||||||||||||||
(In thousands)
|
Overnight and
Continuous
|
|
Up to 30 Days
|
|
30-90 Days
|
|
Greater than
90 Days
|
|
Total
|
||||||||||
March 31, 2020
|
|
|
|
|
|
|
|
|
|
||||||||||
Repurchase agreements:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Government agencies
|
$
|
334,064
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
334,064
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Repurchase agreements:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Government agencies
|
$
|
133,220
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
133,220
|
|
(In thousands)
|
March 31, 2020
|
|
December 31, 2019
|
||||
Other Borrowings
|
|
|
|
|
|
||
FHLB advances, net of discount, due 2020 to 2034, 0.23% to 7.37% secured by real estate loans
|
$
|
1,362,295
|
|
|
$
|
1,262,691
|
|
Other long-term debt
|
34,534
|
|
|
34,908
|
|
||
Total other borrowings
|
1,396,829
|
|
|
1,297,599
|
|
||
|
|
|
|
||||
Subordinated Notes and Debentures
|
|
|
|
||||
Subordinated notes payable, due 4/1/2028, fixed-to-floating rate (fixed rate of 5.00% through 3/31/2023, floating rate of 2.15% above the three month LIBOR rate, reset quarterly)
|
330,000
|
|
|
330,000
|
|
||
Trust preferred securities, net of discount, due 9/15/2037, floating rate of 1.37% above the three month LIBOR rate, reset quarterly
|
10,310
|
|
|
10,310
|
|
||
Trust preferred securities, net of discount, due 6/6/2037, floating rate of 1.57% above the three month LIBOR rate, reset quarterly, callable without penalty
|
10,310
|
|
|
10,310
|
|
||
Trust preferred securities, due 12/15/2035, floating rate of 1.45% above the three month LIBOR rate, reset quarterly, callable without penalty
|
6,702
|
|
|
6,702
|
|
||
Trust preferred securities, net of discount, due 6/15/2037, floating rate of 1.85% above the three month LIBOR rate, reset quarterly, callable without penalty
|
25,054
|
|
|
25,015
|
|
||
Trust preferred securities, net of discount, due 12/15/2036, floating rate of 1.85% above the three month LIBOR rate, reset quarterly, callable without penalty
|
3,009
|
|
|
3,004
|
|
||
Other subordinated debentures, due 12/31/2036, floating rate of prime rate minus 1.1%, reset quarterly
|
5,927
|
|
|
5,927
|
|
||
Unamortized debt issuance costs
|
(2,916
|
)
|
|
(3,008
|
)
|
||
Total subordinated notes and debentures
|
388,396
|
|
|
388,260
|
|
||
Total other borrowings and subordinated debt
|
$
|
1,785,225
|
|
|
$
|
1,685,859
|
|
Year
|
|
(In thousands)
|
||
Remainder of 2020
|
|
$
|
2,946
|
|
2021
|
|
3,016
|
|
|
2022
|
|
2,187
|
|
|
2023
|
|
2,366
|
|
|
2024
|
|
2,446
|
|
|
Thereafter
|
|
422,264
|
|
|
Total
|
|
$
|
435,225
|
|
|
Stock Options
Outstanding
|
|
Non-vested
Stock Awards
Outstanding
|
|
Non-vested
Stock Units
Outstanding
|
|||||||||||||||
(Shares in thousands)
|
Number
of Shares
|
|
Weighted
Average
Exercise
Price
|
|
Number
of Shares
|
|
Weighted
Average
Grant-Date
Fair Value
|
|
Number
of Shares
|
|
Weighted
Average
Grant-Date
Fair Value
|
|||||||||
Balance, January 1, 2020
|
692
|
|
|
$
|
22.46
|
|
|
21
|
|
|
$
|
23.19
|
|
|
1,152
|
|
|
$
|
26.79
|
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
425
|
|
|
23.26
|
|
|||
Stock options exercised
|
(1
|
)
|
|
10.71
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Stock awards/units vested (earned)
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
20.88
|
|
|
(351
|
)
|
|
26.35
|
|
|||
Forfeited/expired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
|
27.01
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance, March 31, 2020
|
691
|
|
|
$
|
22.48
|
|
|
17
|
|
|
$
|
23.75
|
|
|
1,184
|
|
|
$
|
25.64
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Exercisable, March 31, 2020
|
691
|
|
|
$
|
22.48
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
Range of
Exercise Prices
|
|
Number
of Shares
(In thousands)
|
|
Weighted
Average
Remaining
Contractual
Life (Years)
|
|
Weighted
Average
Exercise
Price
|
|
Number
of Shares
(In thousands)
|
|
Weighted
Average
Exercise
Price
|
||||||||
$
|
9.46
|
|
|
—
|
|
$
|
9.46
|
|
|
1
|
|
1.80
|
|
$9.46
|
|
1
|
|
$9.46
|
10.65
|
|
|
—
|
|
10.65
|
|
|
3
|
|
2.83
|
|
10.65
|
|
3
|
|
10.65
|
||
20.29
|
|
|
—
|
|
20.29
|
|
|
71
|
|
3.68
|
|
20.29
|
|
71
|
|
20.29
|
||
20.36
|
|
|
—
|
|
20.36
|
|
|
2
|
|
4.63
|
|
20.36
|
|
2
|
|
20.36
|
||
22.20
|
|
|
—
|
|
22.20
|
|
|
74
|
|
3.88
|
|
22.20
|
|
74
|
|
22.20
|
||
22.75
|
|
|
—
|
|
22.75
|
|
|
436
|
|
4.39
|
|
22.75
|
|
436
|
|
22.75
|
||
23.51
|
|
|
—
|
|
23.51
|
|
|
97
|
|
4.82
|
|
23.51
|
|
97
|
|
23.51
|
||
24.07
|
|
|
—
|
|
24.07
|
|
|
7
|
|
5.46
|
|
24.07
|
|
7
|
|
24.07
|
||
$
|
9.46
|
|
|
—
|
|
$
|
24.07
|
|
|
691
|
|
4.32
|
|
$22.48
|
|
691
|
|
$22.48
|
(In thousands)
|
|
Performance Stock Units
|
|
Non-vested, January 1, 2020
|
|
199
|
|
Granted
|
|
116
|
|
Vested (earned)
|
|
(80
|
)
|
Forfeited
|
|
(11
|
)
|
Non-vested, March 31, 2020
|
|
224
|
|
|
|
|
Three Months Ended
March 31, |
||||||||
(In thousands, except per share data)
|
|
|
|
|
2020
|
|
2019
|
||||
Net income available to common stockholders
|
|
|
|
|
$
|
77,223
|
|
|
$
|
47,695
|
|
|
|
|
|
|
|
|
|
||||
Average common shares outstanding
|
|
|
|
|
112,888
|
|
|
92,520
|
|
||
Average potential dilutive common shares
|
|
|
|
|
249
|
|
|
351
|
|
||
Average diluted common shares
|
|
|
|
|
113,137
|
|
|
92,871
|
|
||
|
|
|
|
|
|
|
|
||||
Basic earnings per share
|
|
|
|
|
$
|
0.68
|
|
|
$
|
0.52
|
|
Diluted earnings per share
|
|
|
|
|
$
|
0.68
|
|
|
$
|
0.51
|
|
|
Three Months Ended
March 31, |
||||||
(In thousands)
|
2020
|
|
2019
|
||||
Interest paid
|
$
|
39,388
|
|
|
$
|
38,047
|
|
Income taxes paid (refunded)
|
92
|
|
|
(54
|
)
|
||
Transfers of loans to foreclosed assets held for sale
|
508
|
|
|
569
|
|
||
Transfers of premises to foreclosed assets and other real estate owned
|
3,120
|
|
|
—
|
|
||
Right-of-use lease assets obtained in exchange for lessee operating lease liabilities (adoption of ASU 2016-02)
|
—
|
|
|
32,757
|
|
||
Transfers of loans to other assets held for sale
|
114,925
|
|
|
—
|
|
||
Transfers of deposits to other liabilities held for sale
|
58,405
|
|
|
—
|
|
|
|
|
Three Months Ended
March 31, |
||||||||
(In thousands)
|
|
|
|
|
2020
|
|
2019
|
||||
Professional services
|
|
|
|
|
$
|
5,829
|
|
|
$
|
4,323
|
|
Postage
|
|
|
|
|
2,236
|
|
|
1,726
|
|
||
Telephone
|
|
|
|
|
2,185
|
|
|
1,619
|
|
||
Credit card expense
|
|
|
|
|
4,382
|
|
|
3,860
|
|
||
Marketing
|
|
|
|
|
4,385
|
|
|
3,057
|
|
||
Software and technology
|
|
|
|
|
6,415
|
|
|
4,496
|
|
||
Operating supplies
|
|
|
|
|
936
|
|
|
618
|
|
||
Amortization of intangibles
|
|
|
|
|
3,413
|
|
|
2,641
|
|
||
Branch right sizing expense
|
|
|
|
|
238
|
|
|
45
|
|
||
Other expense
|
|
|
|
|
8,769
|
|
|
7,677
|
|
||
Total other operating expenses
|
|
|
|
|
$
|
38,788
|
|
|
$
|
30,062
|
|
•
|
Level 1 Inputs – Quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2 Inputs – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities in active markets; quoted prices for similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
|
•
|
Level 3 Inputs – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
|
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
(In thousands)
|
|
Fair Value
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable Inputs
(Level 3)
|
||||||||
March 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Available-for-sale securities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Treasury
|
|
$
|
424,989
|
|
|
$
|
424,989
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. Government agencies
|
|
161,289
|
|
|
—
|
|
|
161,289
|
|
|
—
|
|
||||
Mortgage-backed securities
|
|
1,179,837
|
|
|
—
|
|
|
1,179,837
|
|
|
—
|
|
||||
State and political subdivisions
|
|
678,243
|
|
|
—
|
|
|
678,243
|
|
|
—
|
|
||||
Other securities
|
|
22,282
|
|
|
—
|
|
|
22,282
|
|
|
—
|
|
||||
Other assets held for sale
|
|
115,315
|
|
|
—
|
|
|
—
|
|
|
115,315
|
|
||||
Derivative asset
|
|
42,102
|
|
|
—
|
|
|
42,102
|
|
|
—
|
|
||||
Other liabilities held for sale
|
|
(58,405
|
)
|
|
—
|
|
|
—
|
|
|
(58,405
|
)
|
||||
Derivative liability
|
|
(42,482
|
)
|
|
—
|
|
|
(42,482
|
)
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2019
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities
|
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury
|
|
$
|
449,729
|
|
|
$
|
449,729
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. Government agencies
|
|
194,249
|
|
|
—
|
|
|
194,249
|
|
|
—
|
|
||||
Mortgage-backed securities
|
|
1,742,945
|
|
|
—
|
|
|
1,742,945
|
|
|
—
|
|
||||
States and political subdivisions
|
|
880,524
|
|
|
—
|
|
|
880,524
|
|
|
—
|
|
||||
Other securities
|
|
20,896
|
|
|
—
|
|
|
20,896
|
|
|
—
|
|
||||
Other assets held for sale
|
|
260,332
|
|
|
—
|
|
|
—
|
|
|
260,332
|
|
||||
Derivative asset
|
|
14,903
|
|
|
—
|
|
|
14,903
|
|
|
—
|
|
||||
Other liabilities held for sale
|
|
(159,853
|
)
|
|
—
|
|
|
—
|
|
|
(159,853
|
)
|
||||
Derivative liability
|
|
(12,650
|
)
|
|
—
|
|
|
(12,650
|
)
|
|
—
|
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
(In thousands)
|
Fair Value
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable Inputs
(Level 3)
|
||||||||
March 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
||||
Individually assessed loans (1) (2) (collateral-dependent)
|
$
|
38,901
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
38,901
|
|
Foreclosed assets and other real estate owned (1)
|
2,050
|
|
|
—
|
|
|
—
|
|
|
2,050
|
|
||||
|
|
|
|
|
|
|
|
||||||||
December 31, 2019
|
|
|
|
|
|
|
|
||||||||
Individually assessed loans (1) (2) (collateral-dependent)
|
$
|
49,190
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
49,190
|
|
Foreclosed assets and other real estate owned (1)
|
18,798
|
|
|
—
|
|
|
—
|
|
|
18,798
|
|
|
Carrying
|
|
Fair Value Measurements
|
||||||||||||||||
(In thousands)
|
Amount
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||
March 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
1,737,199
|
|
|
$
|
1,737,199
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,737,199
|
|
Interest bearing balances due from banks - time
|
4,309
|
|
|
—
|
|
|
4,309
|
|
|
—
|
|
|
4,309
|
|
|||||
Held-to-maturity securities
|
53,968
|
|
|
—
|
|
|
55,714
|
|
|
—
|
|
|
55,714
|
|
|||||
Mortgage loans held for sale
|
49,984
|
|
|
—
|
|
|
—
|
|
|
49,984
|
|
|
49,984
|
|
|||||
Interest receivable
|
57,039
|
|
|
—
|
|
|
57,039
|
|
|
—
|
|
|
57,039
|
|
|||||
Loans, net
|
14,131,082
|
|
|
—
|
|
|
—
|
|
|
14,160,286
|
|
|
14,160,286
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-interest bearing transaction accounts
|
3,572,244
|
|
|
—
|
|
|
3,572,244
|
|
|
—
|
|
|
3,572,244
|
|
|||||
Interest bearing transaction accounts and savings deposits
|
8,840,678
|
|
|
—
|
|
|
8,840,678
|
|
|
—
|
|
|
8,840,678
|
|
|||||
Time deposits
|
3,146,811
|
|
|
—
|
|
|
—
|
|
|
3,163,694
|
|
|
3,163,694
|
|
|||||
Federal funds purchased and securities sold under agreements to repurchase
|
377,859
|
|
|
—
|
|
|
377,859
|
|
|
—
|
|
|
377,859
|
|
|||||
Other borrowings
|
1,396,829
|
|
|
—
|
|
|
1,411,137
|
|
|
—
|
|
|
1,411,137
|
|
|||||
Subordinated notes and debentures
|
388,396
|
|
|
—
|
|
|
407,301
|
|
|
—
|
|
|
407,301
|
|
|||||
Interest payable
|
15,258
|
|
|
—
|
|
|
15,258
|
|
|
—
|
|
|
15,258
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
996,623
|
|
|
$
|
996,623
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
996,623
|
|
Interest bearing balances due from banks - time
|
4,554
|
|
|
—
|
|
|
4,554
|
|
|
—
|
|
|
4,554
|
|
|||||
Held-to-maturity securities
|
40,927
|
|
|
—
|
|
|
41,855
|
|
|
—
|
|
|
41,855
|
|
|||||
Mortgage loans held for sale
|
58,102
|
|
|
—
|
|
|
—
|
|
|
58,102
|
|
|
58,102
|
|
|||||
Interest receivable
|
62,707
|
|
|
—
|
|
|
62,707
|
|
|
—
|
|
|
62,707
|
|
|||||
Loans, net
|
14,357,460
|
|
|
—
|
|
|
—
|
|
|
14,290,188
|
|
|
14,290,188
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-interest bearing transaction accounts
|
3,741,093
|
|
|
—
|
|
|
3,741,093
|
|
|
—
|
|
|
3,741,093
|
|
|||||
Interest bearing transaction accounts and savings deposits
|
9,090,878
|
|
|
—
|
|
|
9,090,878
|
|
|
—
|
|
|
9,090,878
|
|
|||||
Time deposits
|
3,276,969
|
|
|
—
|
|
|
—
|
|
|
3,270,333
|
|
|
3,270,333
|
|
|||||
Federal funds purchased and securities sold under agreements to repurchase
|
150,145
|
|
|
—
|
|
|
150,145
|
|
|
—
|
|
|
150,145
|
|
|||||
Other borrowings
|
1,297,599
|
|
|
—
|
|
|
1,298,011
|
|
|
—
|
|
|
1,298,011
|
|
|||||
Subordinated debentures
|
388,260
|
|
|
—
|
|
|
397,088
|
|
|
—
|
|
|
397,088
|
|
|||||
Interest payable
|
12,898
|
|
|
—
|
|
|
12,898
|
|
|
—
|
|
|
12,898
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||
(In thousands)
|
Notional
|
|
Fair Value
|
|
Notional
|
|
Fair Value
|
||||||||
Derivative assets
|
$
|
440,119
|
|
|
$
|
42,102
|
|
|
$
|
401,969
|
|
|
$
|
14,903
|
|
Derivative liabilities
|
449,613
|
|
|
42,482
|
|
|
387,075
|
|
|
12,650
|
|
•
|
Addressing the safety of the Company’s 240 branches, following local, state, and federal guidelines. In March, the Company announced the temporary closure of 52 branches and is focusing on the enhanced digital banking experience;
|
•
|
Holding regular executive and pandemic task force meetings to address issues that change rapidly;
|
•
|
Implementing business continuity plans to help ensure that customers have adequate access to banking services;
|
•
|
Providing extensions and deferrals to loan customers affected by COVID-19 provided such customers were not 30 days or more past due at December 31, 2019. Through May 5, 2020, the Company has completed or is in the process of modifying more than 4,300 loans totaling over $3.2 billion; and
|
•
|
Participating in both appropriations of the CARES Act Paycheck Protection Program (“PPP”) that provides 100% federally guaranteed loans for small businesses to cover up to eight weeks of payroll costs and assist with mortgage interest, rent and utilities. Notably, these small business loans may be forgiven by the SBA if borrowers maintain their payrolls and satisfy certain other conditions during this crisis. Through May 5, 2020, the Company has completed over 7,600 applications and funded over $978 million of such loans.
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
Donated masks, gloves and hand sanitizers to healthcare facilities, police and a community group delivering meals.
|
•
|
Sponsored a live streaming concert from Simmons Bank Arena to benefit the Feeding America food banks and the Hunger Relief Alliance, raising over $30,000.
|
•
|
Donated over $75,000 to various community support groups throughout our footprint to be used for COVID-19 response.
|
•
|
Delivered food and care packages to support police, firefighters, emergency responders and healthcare workers.
|
|
|
|
Three Months Ended
March 31, |
||||||||
(In thousands)
|
|
|
|
|
2020
|
|
2019
|
||||
Interest income
|
|
|
|
|
$
|
209,231
|
|
|
$
|
178,085
|
|
FTE adjustment
|
|
|
|
|
2,305
|
|
|
1,601
|
|
||
Interest income – FTE
|
|
|
|
|
211,536
|
|
|
179,686
|
|
||
Interest expense
|
|
|
|
|
41,748
|
|
|
42,090
|
|
||
Net interest income – FTE
|
|
|
|
|
$
|
169,788
|
|
|
$
|
137,596
|
|
|
|
|
|
|
|
|
|
||||
Yield on earning assets – FTE
|
|
|
|
|
4.58
|
%
|
|
5.05
|
%
|
||
Cost of interest bearing liabilities
|
|
|
|
|
1.18
|
%
|
|
1.52
|
%
|
||
Net interest spread – FTE
|
|
|
|
|
3.40
|
%
|
|
3.53
|
%
|
||
Net interest margin – FTE
|
|
|
|
|
3.68
|
%
|
|
3.86
|
%
|
|
|
|
Three Months Ended
March 31, |
||
(In thousands)
|
|
|
2020 vs. 2019
|
||
Increase due to change in earning assets
|
|
|
$
|
45,103
|
|
Decrease due to change in earning asset yields
|
|
|
(13,253
|
)
|
|
Decrease due to change in interest bearing liabilities
|
|
|
(8,191
|
)
|
|
Increase due to change in interest rates paid on interest bearing liabilities
|
|
|
8,533
|
|
|
Increase in net interest income
|
|
|
$
|
32,192
|
|
|
Three Months Ended
March 31, |
||||||||||
|
2020 vs. 2019
|
||||||||||
(In thousands, on a fully taxable equivalent basis)
|
Volume
|
|
Yield/
Rate
|
|
Total
|
||||||
Increase (decrease) in:
|
|
|
|
|
|
|
|
|
|||
Interest income:
|
|
|
|
|
|
|
|
|
|||
Interest bearing balances due from banks and federal funds sold
|
$
|
1,439
|
|
|
$
|
(1,152
|
)
|
|
$
|
287
|
|
Investment securities - taxable
|
3,608
|
|
|
(2,814
|
)
|
|
794
|
|
|||
Investment securities - non-taxable
|
2,878
|
|
|
(397
|
)
|
|
2,481
|
|
|||
Mortgage loans held for sale
|
199
|
|
|
(128
|
)
|
|
71
|
|
|||
Loans
|
36,979
|
|
|
(8,762
|
)
|
|
28,217
|
|
|||
Total
|
45,103
|
|
|
(13,253
|
)
|
|
31,850
|
|
|||
|
|
|
|
|
|
||||||
Interest expense:
|
|
|
|
|
|
||||||
Interest bearing transaction and savings accounts
|
5,242
|
|
|
(5,718
|
)
|
|
(476
|
)
|
|||
Time deposits
|
1,581
|
|
|
(578
|
)
|
|
1,003
|
|
|||
Federal funds purchased and securities sold under agreements to repurchase
|
441
|
|
|
182
|
|
|
623
|
|
|||
Other borrowings
|
499
|
|
|
(2,415
|
)
|
|
(1,916
|
)
|
|||
Subordinated notes and debentures
|
428
|
|
|
(4
|
)
|
|
424
|
|
|||
Total
|
8,191
|
|
|
(8,533
|
)
|
|
(342
|
)
|
|||
Increase (decrease) in net interest income
|
$
|
36,912
|
|
|
$
|
(4,720
|
)
|
|
$
|
32,192
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
2020
Change from
|
|||||||||||||||
(Dollars in thousands)
|
|
|
|
|
|
|
2020
|
|
2019
|
|
2019
|
|||||||||||
Trust income
|
|
|
|
|
|
|
|
|
$
|
7,151
|
|
|
$
|
5,708
|
|
|
$
|
1,443
|
|
|
25.3
|
%
|
Service charges on deposit accounts
|
|
|
|
|
|
|
|
|
13,328
|
|
|
10,068
|
|
|
3,260
|
|
|
32.4
|
|
|||
Other service charges and fees
|
|
|
|
|
|
|
|
|
1,588
|
|
|
1,289
|
|
|
299
|
|
|
23.2
|
|
|||
Mortgage lending income
|
|
|
|
|
|
|
|
|
5,046
|
|
|
2,823
|
|
|
2,223
|
|
|
78.8
|
|
|||
SBA lending income
|
|
|
|
|
|
|
|
|
296
|
|
|
497
|
|
|
(201
|
)
|
|
(40.4
|
)
|
|||
Investment banking income
|
|
|
|
|
|
|
|
|
877
|
|
|
618
|
|
|
259
|
|
|
41.9
|
|
|||
Debit and credit card fees
|
|
|
|
|
|
|
|
|
7,914
|
|
|
6,098
|
|
|
1,816
|
|
|
29.8
|
|
|||
Bank owned life insurance income
|
|
|
|
|
|
|
|
|
1,298
|
|
|
795
|
|
|
503
|
|
|
63.3
|
|
|||
Gain (loss) on sale of securities, net
|
|
|
|
|
|
|
|
|
32,095
|
|
|
2,740
|
|
|
29,355
|
|
|
*
|
||||
Gain on sale of banking operations, net
|
|
|
|
|
|
|
|
|
5,889
|
|
|
—
|
|
|
5,889
|
|
|
*
|
||||
Other income
|
|
|
|
|
|
|
|
|
6,912
|
|
|
4,156
|
|
|
2,756
|
|
|
66.3
|
|
|||
Total non-interest income
|
|
|
|
|
|
|
|
|
$
|
82,394
|
|
|
$
|
34,792
|
|
|
$
|
47,602
|
|
|
136.8
|
%
|
|
|
|
|
|
Three Months Ended
March 31, |
|
2020
Change from
|
|||||||||||||||
(Dollars in thousands)
|
|
|
|
|
|
|
2020
|
|
2019
|
|
2019
|
|||||||||||
Salaries and employee benefits
|
|
|
|
|
|
|
|
|
$
|
67,924
|
|
|
$
|
56,012
|
|
|
$
|
11,912
|
|
|
21.3
|
%
|
Early retirement program
|
|
|
|
|
|
|
|
|
—
|
|
|
355
|
|
|
(355
|
)
|
|
(100.0
|
)
|
|||
Occupancy expense, net
|
|
|
|
|
|
|
|
|
9,510
|
|
|
7,475
|
|
|
2,035
|
|
|
27.2
|
|
|||
Furniture and equipment expense
|
|
|
|
|
|
|
|
|
5,723
|
|
|
3,358
|
|
|
2,365
|
|
|
70.4
|
|
|||
Other real estate and foreclosure expense
|
|
|
|
|
|
|
|
|
325
|
|
|
637
|
|
|
(312
|
)
|
|
(49.0
|
)
|
|||
Deposit insurance
|
|
|
|
|
|
|
|
|
2,475
|
|
|
2,040
|
|
|
435
|
|
|
21.3
|
|
|||
Merger related costs
|
|
|
|
|
|
|
|
|
1,068
|
|
|
1,470
|
|
|
(402
|
)
|
|
(27.4
|
)
|
|||
Other operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Professional services
|
|
|
|
|
|
|
|
|
5,829
|
|
|
4,323
|
|
|
1,506
|
|
|
34.8
|
|
|||
Postage
|
|
|
|
|
|
|
|
|
2,236
|
|
|
1,726
|
|
|
510
|
|
|
29.6
|
|
|||
Telephone
|
|
|
|
|
|
|
|
|
2,185
|
|
|
1,619
|
|
|
566
|
|
|
35.0
|
|
|||
Credit card expenses
|
|
|
|
|
|
|
|
|
4,382
|
|
|
3,860
|
|
|
522
|
|
|
13.5
|
|
|||
Marketing
|
|
|
|
|
|
|
|
|
4,385
|
|
|
3,057
|
|
|
1,328
|
|
|
43.4
|
|
|||
Software and technology
|
|
|
|
|
|
|
|
|
6,415
|
|
|
4,496
|
|
|
1,919
|
|
|
42.7
|
|
|||
Operating supplies
|
|
|
|
|
|
|
|
|
936
|
|
|
618
|
|
|
318
|
|
|
51.5
|
|
|||
Amortization of intangibles
|
|
|
|
|
|
|
|
|
3,413
|
|
|
2,641
|
|
|
772
|
|
|
29.2
|
|
|||
Branch right sizing expense
|
|
|
|
|
|
|
|
|
238
|
|
|
45
|
|
|
193
|
|
|
*
|
||||
Other expense
|
|
|
|
|
|
|
|
|
8,769
|
|
|
7,677
|
|
|
1,092
|
|
|
14.2
|
|
|||
Total non-interest expense
|
|
|
|
|
|
|
|
|
$
|
125,813
|
|
|
$
|
101,409
|
|
|
$
|
24,404
|
|
|
24.1
|
%
|
(In thousands)
|
March 31, 2020
|
|
December 31, 2019
|
||||
Consumer:
|
|
|
|
|
|
||
Credit cards
|
$
|
188,596
|
|
|
$
|
204,802
|
|
Other consumer
|
267,870
|
|
|
249,195
|
|
||
Total consumer
|
456,466
|
|
|
453,997
|
|
||
Real estate:
|
|
|
|
||||
Construction and development
|
2,024,118
|
|
|
2,248,673
|
|
||
Single family residential
|
2,343,543
|
|
|
2,414,753
|
|
||
Other commercial
|
6,466,104
|
|
|
6,358,514
|
|
||
Total real estate
|
10,833,765
|
|
|
11,021,940
|
|
||
Commercial:
|
|
|
|
||||
Commercial
|
2,314,472
|
|
|
2,451,119
|
|
||
Agricultural
|
191,535
|
|
|
191,525
|
|
||
Total commercial
|
2,506,007
|
|
|
2,642,644
|
|
||
Other
|
578,039
|
|
|
307,123
|
|
||
Total loans before allowance for credit losses
|
$
|
14,374,277
|
|
|
$
|
14,425,704
|
|
(Dollars in thousands)
|
March 31, 2020
|
|
December 31, 2019
|
||||
Nonaccrual loans (1)
|
$
|
156,746
|
|
|
$
|
91,723
|
|
Loans past due 90 days or more (principal or interest payments)
|
1,305
|
|
|
855
|
|
||
Total non-performing loans
|
158,051
|
|
|
92,578
|
|
||
Other non-performing assets:
|
|
|
|
||||
Foreclosed assets held for sale and other real estate owned
|
20,805
|
|
|
19,121
|
|
||
Other non-performing assets
|
2,169
|
|
|
1,964
|
|
||
Total other non-performing assets
|
22,974
|
|
|
21,085
|
|
||
Total non-performing assets
|
$
|
181,025
|
|
|
$
|
113,663
|
|
|
|
|
|
||||
Performing TDRs
|
$
|
4,110
|
|
|
$
|
4,411
|
|
Allowance for credit losses to non-performing loans
|
154
|
%
|
|
74
|
%
|
||
Non-performing loans to total loans
|
1.10
|
%
|
|
0.64
|
%
|
||
Non-performing assets (including performing TDRs) to total assets
|
0.89
|
%
|
|
0.56
|
%
|
||
Non-performing assets to total assets
|
0.87
|
%
|
|
0.53
|
%
|
(1)
|
Includes nonaccrual TDRs of approximately $1.1 million at March 31, 2020 and $902,000 at December 31, 2019.
|
•
|
Changes in asset quality - Adjustments related to trending credit quality metrics including delinquency, nonperforming loans, charge-offs, and risk ratings that may not be fully accounted for in the reserve factor.
|
•
|
Changes in the nature and volume of the portfolio - Adjustments related to current changes in the loan portfolio that are not fully represented or accounted for in the reserve factors.
|
•
|
Changes in lending and loan monitoring policies and procedures - Adjustments related to current changes in lending and loan monitoring procedures as well as review of specific internal policy compliance metrics.
|
•
|
Change in the experience, ability, and depth of lending management and other relevant staff - Adjustments to measure increasing or decreasing credit risk related to lending and loan monitoring management.
|
•
|
Changes in the value of underlying collateral of collateralized loans - Adjustments related to improving or deterioration of the value of underlying collateral that are not fully captured in the reserve factors.
|
•
|
Changes in and the existence and effect of any concentrations of credit - Adjustments related to credit risk of specific industries that are not fully captured in the reserve factors.
|
•
|
Changes in regional and local economic and business conditions and developments - Adjustments related to expected and current economic conditions at a regional or local-level that are not fully captured within our reasonable and supportable forecast.
|
•
|
Data imprecisions due to limited historical loss data - Adjustments related to limited historical loss data that is representative of the collective loan portfolio.
|
(In thousands)
|
2020
|
|
2019
|
||||
Balance, beginning of year
|
$
|
68,244
|
|
|
$
|
56,694
|
|
|
|
|
|
||||
Impact of CECL adoption
|
151,377
|
|
|
—
|
|
||
Loans charged off:
|
|
|
|
||||
Credit card
|
1,441
|
|
|
1,142
|
|
||
Other consumer
|
1,379
|
|
|
1,553
|
|
||
Real estate
|
396
|
|
|
417
|
|
||
Commercial
|
523
|
|
|
3,152
|
|
||
Total loans charged off
|
3,739
|
|
|
6,264
|
|
||
Recoveries of loans previously charged off:
|
|
|
|
||||
Credit card
|
225
|
|
|
240
|
|
||
Other consumer
|
443
|
|
|
300
|
|
||
Real estate
|
101
|
|
|
142
|
|
||
Commercial
|
347
|
|
|
158
|
|
||
Total recoveries
|
1,116
|
|
|
840
|
|
||
Net loans charged off
|
2,623
|
|
|
5,424
|
|
||
Provision for credit losses
|
26,197
|
|
|
9,285
|
|
||
Balance, March 31
|
$
|
243,195
|
|
|
$
|
60,555
|
|
|
|
|
|
||||
Loans charged off:
|
|
|
|
||||
Credit card
|
|
|
3,443
|
|
|||
Other consumer
|
|
|
3,454
|
|
|||
Real estate
|
|
|
3,475
|
|
|||
Commercial
|
|
|
20,200
|
|
|||
Total loans charged off
|
|
|
30,572
|
|
|||
Recoveries of loans previously charged off:
|
|
|
|
||||
Credit card
|
|
|
781
|
|
|||
Other consumer
|
|
|
2,057
|
|
|||
Real estate
|
|
|
359
|
|
|||
Commercial
|
|
|
1,109
|
|
|||
Total recoveries
|
|
|
4,306
|
|
|||
Net loans charged off
|
|
|
26,266
|
|
|||
Provision for credit losses
|
|
|
33,955
|
|
|||
Balance, end of year
|
|
|
$
|
68,244
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||
(Dollars in thousands)
|
Allowance
Amount
|
|
% of
loans (1)
|
|
Allowance
Amount
|
|
% of
loans (1)
|
||||||
Credit cards
|
$
|
7,817
|
|
|
1.3
|
%
|
|
$
|
4,051
|
|
|
1.4
|
%
|
Other consumer
|
16,882
|
|
|
1.9
|
%
|
|
1,998
|
|
|
1.7
|
%
|
||
Real estate
|
141,022
|
|
|
75.4
|
%
|
|
39,161
|
|
|
76.5
|
%
|
||
Commercial
|
76,327
|
|
|
17.4
|
%
|
|
22,863
|
|
|
18.3
|
%
|
||
Other
|
1,147
|
|
|
4.0
|
%
|
|
171
|
|
|
2.1
|
%
|
||
Total
|
$
|
243,195
|
|
|
100.0
|
%
|
|
$
|
68,244
|
|
|
100.0
|
%
|
(1)
|
Percentage of loans in each category to total loans.
|
(Dollars in thousands)
|
March 31, 2020
|
|
December 31, 2019
|
||||
Tier 1 capital:
|
|
|
|
|
|
||
Stockholders’ equity
|
$
|
2,845,400
|
|
|
$
|
2,988,924
|
|
CECL transition provision
|
134,558
|
|
|
—
|
|
||
Goodwill and other intangible assets
|
(1,164,038
|
)
|
|
(1,160,079
|
)
|
||
Unrealized gain on available-for-sale securities, net of income taxes
|
(38,230
|
)
|
|
(20,891
|
)
|
||
Total Tier 1 capital
|
1,777,690
|
|
|
1,807,954
|
|
||
Tier 2 capital:
|
|
|
|
||||
Trust preferred securities and subordinated debt
|
388,396
|
|
|
388,260
|
|
||
Qualifying allowance for credit losses and reserve for unfunded commitments
|
96,015
|
|
|
76,644
|
|
||
Total Tier 2 capital
|
484,411
|
|
|
464,904
|
|
||
Total risk-based capital
|
$
|
2,262,101
|
|
|
$
|
2,272,858
|
|
|
|
|
|
||||
Risk weighted assets
|
$
|
16,012,233
|
|
|
$
|
16,554,081
|
|
|
|
|
|
||||
Assets for leverage ratio
|
$
|
19,832,219
|
|
|
$
|
18,852,798
|
|
|
|
|
|
||||
Ratios at end of period:
|
|
|
|
||||
Common equity Tier 1 ratio (CET1)
|
11.10
|
%
|
|
10.92
|
%
|
||
Tier 1 leverage ratio
|
8.96
|
%
|
|
9.59
|
%
|
||
Tier 1 risk-based capital ratio
|
11.10
|
%
|
|
10.92
|
%
|
||
Total risk-based capital ratio
|
14.13
|
%
|
|
13.73
|
%
|
||
Minimum guidelines:
|
|
|
|
||||
Common equity Tier 1 ratio (CET1)
|
4.50
|
%
|
|
4.50
|
%
|
||
Tier 1 leverage ratio
|
4.00
|
%
|
|
4.00
|
%
|
||
Tier 1 risk-based capital ratio
|
6.00
|
%
|
|
6.00
|
%
|
||
Total risk-based capital ratio
|
8.00
|
%
|
|
8.00
|
%
|
|
|
|
Three Months Ended
March 31, |
||||||||
(In thousands, except per share data)
|
|
|
|
|
2020
|
|
2019
|
||||
Net income available to common stockholders
|
|
|
|
|
$
|
77,223
|
|
|
$
|
47,695
|
|
Non-core items:
|
|
|
|
|
|
|
|
||||
Gain on sale of branches
|
|
|
|
|
(5,889
|
)
|
|
—
|
|
||
Merger related costs
|
|
|
|
|
1,068
|
|
|
1,470
|
|
||
Early retirement program
|
|
|
|
|
—
|
|
|
355
|
|
||
Branch right sizing
|
|
|
|
|
238
|
|
|
45
|
|
||
Tax effect (1)
|
|
|
|
|
1,198
|
|
|
(489
|
)
|
||
Net non-core items
|
|
|
|
|
(3,385
|
)
|
|
1,381
|
|
||
Core earnings (non-GAAP)
|
|
|
|
|
$
|
73,838
|
|
|
$
|
49,076
|
|
|
|
|
|
|
|
|
|
||||
Diluted earnings per share(2)
|
|
|
|
|
$
|
0.68
|
|
|
$
|
0.51
|
|
Non-core items:
|
|
|
|
|
|
|
|
||||
Gain on sale of branches
|
|
|
|
|
(0.05
|
)
|
|
—
|
|
||
Merger related costs
|
|
|
|
|
0.01
|
|
|
0.02
|
|
||
Early retirement program
|
|
|
|
|
—
|
|
|
0.01
|
|
||
Branch right sizing
|
|
|
|
|
—
|
|
|
—
|
|
||
Tax effect (1)
|
|
|
|
|
0.01
|
|
|
(0.01
|
)
|
||
Net non-core items
|
|
|
|
|
(0.03
|
)
|
|
0.02
|
|
||
Core diluted earnings per share (non-GAAP)
|
|
|
|
|
$
|
0.65
|
|
|
$
|
0.53
|
|
(1)
|
Effective tax rate of 26.135%.
|
(2)
|
See Note 17, Earnings Per Share, for number of shares used to determine EPS.
|
(In thousands, except per share data)
|
March 31, 2020
|
|
December 31, 2019
|
||||
Total stockholders’ equity
|
$
|
2,845,400
|
|
|
$
|
2,988,924
|
|
Preferred stock
|
(767
|
)
|
|
(767
|
)
|
||
Total common stockholders’ equity
|
2,844,633
|
|
|
2,988,157
|
|
||
Intangible assets:
|
|
|
|
||||
Goodwill
|
(1,064,978
|
)
|
|
(1,055,520
|
)
|
||
Other intangible assets
|
(121,673
|
)
|
|
(127,340
|
)
|
||
Total intangibles
|
(1,186,651
|
)
|
|
(1,182,860
|
)
|
||
Tangible common stockholders’ equity
|
$
|
1,657,982
|
|
|
$
|
1,805,297
|
|
Shares of common stock outstanding
|
108,966,331
|
|
|
113,628,601
|
|
||
|
|
|
|
||||
Book value per common share
|
$
|
26.11
|
|
|
$
|
26.30
|
|
|
|
|
|
||||
Tangible book value per common share (non-GAAP)
|
$
|
15.22
|
|
|
$
|
15.89
|
|
(Dollars in thousands)
|
March 31, 2020
|
|
December 31, 2019
|
||||
Total common stockholders’ equity
|
$
|
2,844,633
|
|
|
$
|
2,988,157
|
|
Intangible assets:
|
|
|
|
||||
Goodwill
|
(1,064,978
|
)
|
|
(1,055,520
|
)
|
||
Other intangible assets
|
(121,673
|
)
|
|
(127,340
|
)
|
||
Total intangibles
|
(1,186,651
|
)
|
|
(1,182,860
|
)
|
||
Tangible common stockholders’ equity
|
$
|
1,657,982
|
|
|
$
|
1,805,297
|
|
|
|
|
|
||||
Total assets
|
$
|
20,841,352
|
|
|
$
|
21,259,143
|
|
Intangible assets:
|
|
|
|
||||
Goodwill
|
(1,064,978
|
)
|
|
(1,055,520
|
)
|
||
Other intangible assets
|
(121,673
|
)
|
|
(127,340
|
)
|
||
Total intangibles
|
(1,186,651
|
)
|
|
(1,182,860
|
)
|
||
Tangible assets
|
$
|
19,654,701
|
|
|
$
|
20,076,283
|
|
|
|
|
|
||||
Ratio of common equity to assets
|
13.65
|
%
|
|
14.06
|
%
|
||
Ratio of tangible common equity to tangible assets (non-GAAP)
|
8.44
|
%
|
|
8.99
|
%
|
|
|
|
Three Months Ended
March 31, |
||||||||
(Dollars in thousands)
|
|
|
|
|
2020
|
|
2019
|
||||
Net interest income
|
|
|
|
|
$
|
167,483
|
|
|
$
|
135,995
|
|
FTE adjustment
|
|
|
|
|
2,305
|
|
|
1,601
|
|
||
Fully tax equivalent net interest income
|
|
|
|
|
169,788
|
|
|
137,596
|
|
||
Total accretable yield
|
|
|
|
|
(11,837
|
)
|
|
(6,660
|
)
|
||
Core net interest income
|
|
|
|
|
$
|
157,951
|
|
|
$
|
130,936
|
|
|
|
|
|
|
|
|
|
||||
Average earning assets – quarter-to-date
|
|
|
|
|
$
|
18,581,491
|
|
|
$
|
14,440,091
|
|
|
|
|
|
|
|
|
|
||||
Net interest margin
|
|
|
|
|
3.68
|
%
|
|
3.86
|
%
|
||
Core net interest margin (non-GAAP)
|
|
|
|
|
3.42
|
%
|
|
3.68
|
%
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4.
|
Controls and Procedures
|
Part II:
|
Other Information
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
Period
|
Total Number of Shares Purchased (1)
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
|
||||||
January 1, 2020 - January 31, 2020
|
130,092
|
|
|
$
|
26.35
|
|
|
130,000
|
|
|
$
|
46,450,000
|
|
February 1, 2020 - February 29, 2020
|
568,073
|
|
|
24.12
|
|
|
568,001
|
|
|
$
|
32,740,000
|
|
|
March 1, 2020 - March 31, 2020
|
4,224,960
|
|
|
18.03
|
|
|
4,224,335
|
|
|
$
|
76,560,000
|
|
|
Total
|
4,923,125
|
|
|
$
|
18.96
|
|
|
4,922,336
|
|
|
|
Exhibit No.
|
Description
|
Agreement and Plan of Merger, dated as of November 13, 2018, by and between Simmons First National Corporation and Reliance Bancshares, Inc., as amended on February 11, 2019 (incorporated by reference to Annex A to the Proxy Statement/Prospectus filed pursuant to Rule 424(b)(3) by Simmons First National Corporation for March 4, 2019 (File No. 333-229378)).
|
|
Agreement and Plan of Merger, dated as of July 30, 2019, by and between Simmons First National Corporation and The Landrum Company (incorporated by reference to Exhibit 2.1 to Simmons First National Corporation’s Current Report on Form 8-K for July 30, 2019 (File No. 000-06253)).
|
|
Amended and Restated Articles of Incorporation of Simmons First National Corporation, as amended on October 29, 2019 (incorporated by reference to Exhibit 3.1 to Simmons First National Corporation’s Current Report on Form 8-K filed November 1, 2019 (File No. 000-06253)).
|
|
As Amended By-Laws of Simmons First National Corporation (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-4 (File No. 333-233559) filed by Simmons First National Corporation on August 30, 2019 (File No. 000-06253)).
|
|
4.1
|
Instruments defining the rights of security holders, including indentures. Simmons First National Corporation hereby agrees to furnish copies of instruments defining the rights of holders of long-term debt of the Corporation and its consolidated subsidiaries to the U.S. Securities and Exchange Commission upon request. No issuance of debt exceeds ten percent of the total assets of the Corporation and its subsidiaries on a consolidated basis.
|
Deferred Compensation Agreement for David W. Garner dated January 2, 2020.*
|
Exhibit No.
|
Description
|
Branch Purchase and Assumption Agreement, dated as of December 20, 2019, by and between Spirit of Texas Bank, SSB and Simmons Bank (incorporated by reference to Exhibit 2.1 to Simmons First National Corporation’s Current Report on Form 8-K filed December 23, 2019 (File No. 000-06253)).
|
|
Branch Purchase and Assumption Agreement, dated as of February 10, 2020, by and between First Western Trust Bank and Simmons Bank (incorporated by reference to Exhibit 2.1 to Simmons First National Corporation’s Current Report on Form 8-K filed February 10, 2020 (File No. 000-06253)).
|
|
Second Amended and Restated Simmons First National Corporation 2015 Incentive Plan, to be effective as of July 1, 2020 (incorporated by reference to Exhibit 10.1 to Simmons First National Corporation’s Amendment No. 1 to Current Report on Form 8-K filed April 7, 2020 (File No. 000-06253)).
|
|
Amended and Restated Simmons First National Corporation Code of Ethics (as amended and restated on February 27, 2020) (incorporated by reference to Exhibit 14.1 to Simmons First National Corporation’s Current Report on Form 8-K filed March 4, 2020 (File No. 000-06253)).
|
|
Awareness Letter of BKD, LLP.*
|
|
Rule 13a-15(e) and 15d-15(e) Certification – George A. Makris, Jr., Chairman and Chief Executive Officer.*
|
|
Rule 13a-15(e) and 15d-15(e) Certification – Robert A. Fehlman, Senior Executive Vice President, Chief Financial Officer, Chief Operating Officer and Treasurer.*
|
|
Rule 13a-15(e) and 15d-15(e) Certification – David W. Garner, Executive Vice President, Executive Director of Finance and Accounting and Chief Accounting Officer.*
|
|
Certification Pursuant to 18 U.S.C. Sections 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – George A. Makris, Jr., Chairman and Chief Executive Officer.*
|
|
Certification Pursuant to 18 U.S.C. Sections 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Robert A. Fehlman, Senior Executive Vice President, Chief Financial Officer, Chief Operating Officer and Treasurer.*
|
|
Certification Pursuant to 18 U.S.C. Sections 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – David W. Garner, Executive Vice President, Executive Director of Finance and Accounting and Chief Accounting Officer.*
|
|
101.INS
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. **
|
101.SCH
|
Inline XBRL Taxonomy Extension Schema.**
|
101.CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase.**
|
101.DEF
|
InlineXBRL Taxonomy Extension Definition Linkbase.**
|
101.LAB
|
Inline XBRL Taxonomy Extension Labels Linkbase.**
|
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase.**
|
104
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).**
|
Date:
|
May 7, 2020
|
/s/ George A. Makris, Jr.
|
|
|
George A. Makris, Jr.
|
|
|
Chairman and Chief Executive Officer
|
|
|
|
|
|
|
Date:
|
May 7, 2020
|
/s/ Robert A. Fehlman
|
|
|
Robert A. Fehlman
|
|
|
Senior Executive Vice President, Chief Financial Officer,
|
|
|
Chief Operating Officer and Treasurer
|
|
|
|
|
|
|
Date:
|
May 7, 2020
|
/s/ David W. Garner
|
|
|
David W. Garner
|
|
|
Executive Vice President, Executive Director of Finance and
|
|
|
Accounting and Chief Accounting Officer
|
|
By:
|
/s/ Jena Compton
|
|
|
Chief People Officer
|
|
|
|
|
|
/s/ David W. Garner
|
|
|
David W. Garner
|
BKD, LLP
|
|
/s/ BKD, LLP
|
/s/ George A. Makris, Jr.
|
|
George A. Makris, Jr.
|
|
Chairman and Chief Executive Officer
|
|
/s/ Robert A. Fehlman
|
|
Robert A. Fehlman
|
|
Senior Executive Vice President,
|
|
Chief Financial Officer, Chief Operating Officer
|
|
and Treasurer
|
|
/s/ David W. Garner
|
|
David W. Garner
|
|
Executive Vice President, Executive Director of Finance
|
|
and Accounting and Chief Accounting Officer
|
|
/s/ George A. Makris, Jr.
|
|
George A. Makris, Jr.
|
|
Chairman and Chief Executive Officer
|
|
/s/ Robert A. Fehlman
|
|
Robert A. Fehlman
|
|
Senior Executive Vice President, Chief Financial Officer
|
|
Chief Operating Officer and Treasurer
|
|
/s/ David W. Garner
|
|
David W. Garner
|
|
Executive Vice President, Executive Director of Finance
|
|
and Accounting and Chief Accounting Officer
|
|