grepcent / static financial knowledge base

HOME BANCSHARES INC (HOMB)

CIK: 0001331520. SIC: 6022 State Commercial Banks. Latest 10-K as of: 2026-02-27.

SIC breadcrumb: Finance, Insurance, And Real Estate > Depository Institutions > SIC 6022 State Commercial Banks

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1331520. Latest filing source: 0001331520-26-000051.

Informational only - descriptive public-record data, not investment advice.

Business

Read HOMB's verbatim Item 1 Business section from its latest 10-K: Business.

Risk Factors

Read HOMB's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue1,278,820,000USD20252026-02-27
Net income475,441,000USD20252026-02-27
Assets22,881,879,000USD20252026-02-27

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-27. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001331520.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Download these verified figures (annual + quarterly, with per-value filing provenance): JSON · CSV

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Metric2009201020112012201320142016201720182019202020212022202320242025
Revenue436,537,000520,251,000685,368,000717,988,000675,962,000625,171,000877,766,0001,175,053,0001,299,777,0001,278,820,000
Net income26,806,00017,591,00054,741,00063,022,00066,520,000113,063,000392,929,000402,241,000475,441,000
Diluted EPS1.260.891.731.731.301.941.571.942.012.41
Operating cash flow175,701,000140,071,000303,902,000247,415,000291,728,000389,380,000413,172,000379,670,000460,646,000399,281,000
Capital expenditures3,082,0005,191,0007,950,00014,898,00011,547,00010,282,00019,579,00022,465,00038,531,00022,265,000
Dividends paid48,096,00060,373,00079,867,00085,627,00087,677,00092,142,000128,424,000145,904,000150,003,000158,920,000
Share buybacks9,817,00020,825,000104,276,00084,888,00025,690,00044,480,00070,856,00048,771,00086,493,00082,220,000
Assets9,808,465,00014,449,760,00015,302,438,00015,032,047,00016,398,804,00018,052,138,00022,883,588,00022,656,658,00022,490,748,00022,881,879,000
Liabilities8,480,975,00012,245,469,00012,952,552,00012,520,516,00013,793,046,00015,286,417,00019,357,226,00018,865,583,00018,529,723,00018,585,008,000
Stockholders' equity1,327,490,0002,204,291,0002,349,886,0002,511,531,0002,605,758,0002,765,721,0003,526,362,0003,791,075,0003,961,025,0004,296,871,000
Cash and cash equivalents216,649,000635,933,000657,939,000490,601,0001,263,788,0003,650,315,000724,790,0001,000,213,000910,347,000667,337,000
Free cash flow172,619,000134,880,000295,952,000232,517,000280,181,000379,098,000393,593,000357,205,000422,115,000377,016,000

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Metric2009201020112012201320142016201720182019202020212022202320242025
Net margin33.44%30.95%37.18%
Return on equity10.36%10.15%11.06%
Return on assets1.73%1.79%2.08%
Liabilities / equity6.395.565.514.995.295.535.494.984.684.33

Industry Peer Context

Each number-line places HOMB against the min, median, and max of latest reported values among companies in the same SIC industry when at least three peers report that ratio.

Net margin peer context

HOMB Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.HOMB Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.149 SIC peersMin -52.5%Median 21.9%Max 46.5%HOMB 37.2%

ROE peer context

HOMB ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.HOMB ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.149 SIC peersMin -22.0%Median 9.6%Max 17.5%HOMB 11.1%

ROA peer context

HOMB ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.HOMB ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.149 SIC peersMin -2.3%Median 1.1%Max 2.5%HOMB 2.1%

Financial Bridges

Waterfall figures reconcile reported SEC companyfacts components. Missing bridges are omitted when required components are not present for the same fiscal year.

Free cash flow = operating cash flow - capital expenditures

HOMB FY2025 free cash flow bridge from reported figures.HOMB FY2025 free cash flow bridge from reported figures.HOMB free cash flow bridgeFY2025: operating cash flow less capital expendituresSource: SEC companyfacts FY2025.Free cash flow bridgeReported amount$0.0B$250.0M$500.0M$399.3MOperating cash flow-$22.3MCapex$377.0MFree cash flow

Figure provenance: SEC companyfacts FY 2025. Operating cash flow: accession 0001331520-26-000051; concept NetCashProvidedByUsedInOperatingActivities; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities | Capital expenditures: accession 0001331520-26-000051; concept PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:PaymentsToAcquirePropertyPlantAndEquipment | Free cash flow: accession 0001331520-26-000051; concept NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment

Financial Charts

HOMB revenue, last 5 periods. Source: SEC companyfacts FY2025.HOMB revenue, last 5 periods. Source: SEC companyfacts FY2025.HOMB RevenueLatest point: FY2025 = $1.3BSource: SEC companyfacts FY2025.Fiscal yearReported revenue$0.0B$1.0B$2.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001331520-26-000051; filed 2026-02-27. Concept: InterestAndDividendIncomeOperating. Source concepts: us-gaap:InterestAndDividendIncomeOperating.

HOMB net income, last 5 periods. Source: SEC companyfacts FY2025.HOMB net income, last 5 periods. Source: SEC companyfacts FY2025.HOMB Net incomeLatest point: FY2025 = $475.4MSource: SEC companyfacts FY2025.Fiscal yearNet income$0.0B$250.0M$500.0MFY2013FY2014FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001331520-26-000051; filed 2026-02-27. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

HOMB diluted eps, last 5 periods. Source: SEC companyfacts FY2025.HOMB diluted eps, last 5 periods. Source: SEC companyfacts FY2025.HOMB Diluted EPSLatest point: FY2025 = $2.41/shareSource: SEC companyfacts FY2025.Fiscal yearDiluted EPS (USD/share)$0.00/share$2.00/share$4.00/shareFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001331520-26-000051; filed 2026-02-27. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

HOMB operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.HOMB operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.HOMB Operating cash flowLatest point: FY2025 = $399.3MSource: SEC companyfacts FY2025.Fiscal yearOperating cash flow$0.0B$250.0M$500.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001331520-26-000051; filed 2026-02-27. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.

HOMB capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.HOMB capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.HOMB Capital expendituresLatest point: FY2025 = $22.3MSource: SEC companyfacts FY2025.Fiscal yearCapital expenditures$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001331520-26-000051; filed 2026-02-27. Concept: PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.

HOMB dividends paid, last 5 periods. Source: SEC companyfacts FY2025.HOMB dividends paid, last 5 periods. Source: SEC companyfacts FY2025.HOMB Dividends paidLatest point: FY2025 = $158.9MSource: SEC companyfacts FY2025.Fiscal yearDividends paid$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001331520-26-000051; filed 2026-02-27. Concept: PaymentsOfDividendsCommonStock. Source concepts: us-gaap:PaymentsOfDividendsCommonStock.

HOMB share buybacks, last 5 periods. Source: SEC companyfacts FY2025.HOMB share buybacks, last 5 periods. Source: SEC companyfacts FY2025.HOMB Share buybacksLatest point: FY2025 = $82.2MSource: SEC companyfacts FY2025.Fiscal yearShare buybacks$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001331520-26-000051; filed 2026-02-27. Concept: PaymentsForRepurchaseOfCommonStock. Source concepts: us-gaap:PaymentsForRepurchaseOfCommonStock.

HOMB assets, last 5 periods. Source: SEC companyfacts FY2025.HOMB assets, last 5 periods. Source: SEC companyfacts FY2025.HOMB AssetsLatest point: FY2025 = $22.9BSource: SEC companyfacts FY2025.Fiscal yearAssets$0.0B$15.0B$30.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001331520-26-000051; filed 2026-02-27. Concept: Assets. Source concepts: us-gaap:Assets.

HOMB liabilities, last 5 periods. Source: SEC companyfacts FY2025.HOMB liabilities, last 5 periods. Source: SEC companyfacts FY2025.HOMB LiabilitiesLatest point: FY2025 = $18.6BSource: SEC companyfacts FY2025.Fiscal yearLiabilities$0.0B$10.0B$20.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001331520-26-000051; filed 2026-02-27. Concept: Liabilities. Source concepts: us-gaap:Liabilities.

HOMB stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.HOMB stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.HOMB Stockholders' equityLatest point: FY2025 = $4.3BSource: SEC companyfacts FY2025.Fiscal yearStockholders' equity$0.0B$3.0B$6.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001331520-26-000051; filed 2026-02-27. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.

HOMB cash and cash equivalents, last 5 periods. Source: SEC companyfacts FY2025.HOMB cash and cash equivalents, last 5 periods. Source: SEC companyfacts FY2025.HOMB Cash and cash equivalentsLatest point: FY2025 = $667.3MSource: SEC companyfacts FY2025.Fiscal yearCash and cash equivalents$0.0B$2.0B$4.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001331520-26-000051; filed 2026-02-27. Concept: CashAndCashEquivalentsAtCarryingValue. Source concepts: us-gaap:CashAndCashEquivalentsAtCarryingValue.

HOMB free cash flow, last 5 periods. Source: SEC companyfacts FY2025.HOMB free cash flow, last 5 periods. Source: SEC companyfacts FY2025.HOMB Free cash flowLatest point: FY2025 = $377.0MSource: SEC companyfacts FY2025.Fiscal yearFree cash flow$0.0B$250.0M$500.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001331520-26-000051; filed 2026-02-27. Concept: NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-05. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001331520.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2012-Q42012-12-3116,939,000derived Q4 = FY annual - nine-month YTD
2013-Q12013-03-3117,548,000reported discrete quarter
2013-Q22013-06-3017,659,000reported discrete quarter
2013-Q32013-09-3018,363,000reported discrete quarter
2013-Q42013-12-3112,950,000derived Q4 = FY annual - nine-month YTD
2014-Q12014-03-3127,337,000reported discrete quarter
2014-Q22014-06-3028,429,000reported discrete quarter
2014-Q42014-12-3129,926,000derived Q4 = FY annual - nine-month YTD
2015-Q12015-03-3131,119,000reported discrete quarter
2022-Q22022-06-300.08reported discrete quarter
2022-Q32022-09-300.53reported discrete quarter
2023-Q12023-03-310.51reported discrete quarter
2023-Q22023-06-30289,632,0000.52reported discrete quarter
2023-Q32023-09-30294,262,0000.49reported discrete quarter
2023-Q42023-12-31306,220,000derived Q4 = FY annual - nine-month YTD
2024-Q12024-03-31316,915,0000.50reported discrete quarter
2024-Q22024-06-30327,303,0000.51reported discrete quarter
2024-Q32024-09-30332,845,0000.50reported discrete quarter
2024-Q42024-12-31322,714,000derived Q4 = FY annual - nine-month YTD
2025-Q12025-03-31312,542,0000.58reported discrete quarter
2025-Q22025-03-31115,209,000reported discrete quarter
2025-Q22025-06-30319,115,0000.60reported discrete quarter
2025-Q32025-06-30118,403,000reported discrete quarter
2025-Q32025-09-30323,532,0000.63reported discrete quarter
2025-Q42025-12-31323,631,000derived Q4 = FY annual - nine-month YTD
2026-Q12026-03-31311,023,000118,209,0000.60reported discrete quarter

Quarterly Charts

HOMB quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q1.HOMB quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q1.HOMB Quarterly RevenueLatest point: 2026-Q1 = $311.0MSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Revenue$0.0B$250.0M$500.0M2023-Q22023-Q32023-Q42024-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001331520-26-000095; filed 2026-05-05. Concept: InterestAndDividendIncomeOperating. Source concepts: us-gaap:InterestAndDividendIncomeOperating.

HOMB quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q1.HOMB quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q1.HOMB Quarterly Net incomeLatest point: 2026-Q1 = $118.2MSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Net income$0.0B$125.0M$250.0M2012-Q42013-Q12013-Q22013-Q32013-Q42014-Q12014-Q22014-Q42015-Q12025-Q22025-Q32026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001331520-26-000095; filed 2026-05-05. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

HOMB quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q1.HOMB quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q1.HOMB Quarterly Diluted EPSLatest point: 2026-Q1 = $0.60/shareSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Diluted EPS (USD/share)$0.00/share$0.50/share$1.00/share2022-Q22022-Q32023-Q12023-Q22023-Q32024-Q12024-Q22024-Q32025-Q12025-Q22025-Q32026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001331520-26-000095; filed 2026-05-05. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0001331520-26-000095.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2026-05-05. Report date: 2026-03-31.

Item 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our Form 10-K, filed with the Securities and Exchange Commission on February 27, 2026, which includes the audited financial statements for the year ended December 31, 2025. Unless the context requires otherwise, the terms "Company," "us," "we," and "our" refer to Home BancShares, Inc. on a consolidated basis.

General

We are a bank holding company headquartered in Conway, Arkansas, offering a broad array of financial services through our wholly-owned bank subsidiary, Centennial Bank (sometimes referred to as "Centennial" or the "Bank"). As of March 31, 2026, we had, on a consolidated basis, total assets of $23.20 billion, loans receivable, net of allowance for credit losses, of $15.34 billion, total deposits of $17.74 billion, and stockholders’ equity of $4.35 billion.

We generate the majority of our revenue from interest on loans and investments, service charges, and mortgage banking income. Deposits and Federal Home Loan Bank ("FHLB") and other borrowed funds are our primary sources of funding. Our largest expenses are interest on our funding sources, salaries and related employee benefits and occupancy and equipment. We measure our performance by calculating our return on average common equity, return on average assets and net interest margin. We also measure our performance by our efficiency ratio, which is calculated by dividing non-interest expense less amortization of core deposit intangibles by the sum of net interest income on a tax equivalent basis and non-interest income. The efficiency ratio, as adjusted, is a non-GAAP measure and is calculated by dividing non-interest expense less amortization of core deposit intangibles by the sum of net interest income on a tax equivalent basis and non-interest income excluding adjustments such as merger and acquisition expenses and/or certain gains, losses and other non-interest income and expenses.

Table 1: Key Financial Measures

As of or for the Three Months Ended March 31,
20262025
(Dollars in thousands, except per share data)
Total assets$23,201,679$22,992,203
Loans receivable15,633,62814,952,116
Allowance for credit losses(297,634)(279,944)
Total deposits17,738,27517,541,491
Total stockholders’ equity4,349,5854,042,555
Net income118,209115,209
Basic earnings per share0.600.58
Diluted earnings per share0.600.58
Book value per share22.1520.40
Tangible book value per share (non-GAAP)(1)14.8713.15
Annualized net interest margin - FTE4.51%4.44%
Efficiency ratio41.5942.22
Efficiency ratio, as adjusted (non-GAAP)(2)41.9942.84
Return on average assets2.092.07
Return on average common equity11.0911.75

(1)See Table 25 for the non-GAAP tabular reconciliation.

(2)See Table 29 for the non-GAAP tabular reconciliation.

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Overview

Results of Operations for the Three Months Ended March 31, 2026 and 2025

Our net income increased $3.0 million, or 2.6%, to $118.2 million for the three-month period ended March 31, 2026, from $115.2 million for the same period in 2025. On a diluted earnings per share basis, our earnings were $0.60 per share for the three-month period ended March 31, 2026 compared to $0.58 per share for the three-month period ended March 31, 2025. During the three months ended March 31, 2026, the Company recorded $1.5 million in provision for credit losses on loans, and the Company recorded a $1.0 million recovery of credit losses on unfunded commitments. As a result, total credit loss expense for the three-month period ended March 31, 2026 was $500,000. During the three months ended March 31, 2026, the Company recorded $1.7 million in income from an FDIC special assessment credit, $1.2 million in expense from the fair value adjustment for marketable securities and $394,000 in merger and acquisition expense.

Total interest expense decreased $10.8 million, or 11.0%. This was partially offset by a $2.6 million, or 5.8%, decrease in non-interest income, a $1.5 million, or 0.5%, decrease in total interest income and a $1.0 million, or 0.9%, increase in non-interest expense. The decrease in interest expense was primarily due to a $7.6 million, or 8.8%, decrease in interest on deposits, a $1.8 million, or 42.9%, decrease in interest on subordinated debentures, and a $1.2 million, or 20.5%, decrease in interest on FHLB and other borrowed funds. The decrease in non-interest income was primarily due to a $2.3 million, or 20.5%, decrease in other income, a $1.7 million, or 382.4%, decrease in fair value adjustment for marketable securities and an $879,000, or 8.2%, decrease in other service charges and fees, which was partially offset by a $1.1 million, or 288.0%, increase in gain (loss) on OREO. Included within March 31, 2025 other income was $3.9 million in special income from equity investments. The decrease in interest income resulted from a $2.5 million, or 7.2%, decrease in investment interest income and a $1.7 million, or 25.3%, decrease in interest income on deposits at other banks, which were partially offset by a $2.7 million, or 1.0%, increase in loan interest income. The increase in non-interest expense was primarily due to a $1.4 million, or 2.2%, increase in salaries and employee benefits expense, $442,000, or 3.1%, increase in occupancy and equipment expense, $394,000 in merger and acquisition expense in the first quarter of 2026 compared to none in the prior year period, and a $326,000, or 3.8%, increase in data processing expense. These expenses were partially offset by a $1.5 million, or 5.33%, decrease in other operating expenses. Included within other operating expenses was the $1.7 million in FDIC special assessment credits.

Our net interest margin increased from 4.44% for the three-month period ended March 31, 2025 to 4.51% for the three-month period ended March 31, 2026. The yield on interest earning assets decreased from 6.45% for the three-months ended March 31, 2025 to 6.25% for the three-months ended March 31, 2026, and average interest earning assets increased from $19.83 billion to $20.35 billion. The increase in average interest earning assets is primarily due to a $786.7 million increase in average loans receivable, partially offset by a $203.5 million decrease in average investment securities and a $54.5 million decrease in average interest-bearing balances due from banks. For the three months ended March 31, 2026 and 2025, we recognized $1.1 million and $1.4 million, respectively, in total net accretion for acquired loans and deposits. We recognized no event income for the three-months ended March 31, 2026 compared to $1.3 million for the three-months ended March 31, 2025. The cost of interest bearing liabilities decreased from 2.76% for the three-months ended March 31, 2025 to 2.42% for the three-months ended March 31, 2026, and average interest-bearing liabilities increased from $14.40 billion to $14.60 billion. The increase in average interest-bearing liabilities is primarily due to a $460.3 million increase in average interest-bearing deposits, which was partially offset by a $159.8 million decrease in average subordinated debentures and a $100.4 million decrease in FHLB and other borrowed funds. The reduction in subordinated debentures was due to the Company completing the payoff of its $140.0 million 5.50% Fixed-to-Floating Rate Subordinated Notes due 2030 and the Company also repurchasing $20.0 million of its $300.0 million Fixed-to-Floating Rate Subordinated Notes due 2032 during the third quarter of 2025. The two payoff events were accretive to the net interest margin by approximately four basis points. The overall increase in the net interest margin was due to an increase in interest income resulting from the increase in the average balance of interest-earning assets and a decrease in interest expense resulting from a decrease in interest rates paid on interest-bearing liabilities, which were partially offset by a decrease in interest income due to a reduction in asset yields and an increase in interest expense resulting from an increase in the average balance of interest-bearing liabilities.

Our efficiency ratio was 41.59% for the three months ended March 31, 2026, compared to 42.22% for the same period in 2025. For the first quarter of 2026, our efficiency ratio, as adjusted (non-GAAP), was 41.99%, compared to 42.84% reported for the first quarter of 2025. (See Table 29 for the non-GAAP tabular reconciliation).

Our annualized return on average assets was 2.09% for the three months ended March 31, 2026, compared to 2.07% for the same period in 2025. (See Table 26 for the related non-GAAP financial measures and tabular reconciliation). Our annualized return on average common equity was 11.09% and 11.75% for the three months ended March 31, 2026, and 2025, respectively. (See Table 27 for the related non-GAAP financial measures and tabular reconciliation).

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Financial Condition as of and for the Period Ended March 31, 2026 and December 31, 2025

Our total assets, as of March 31, 2026, increased $319.8 million to $23.20 billion from $22.88 billion reported as of December 31, 2025. Cash and cash equivalents increased $444.6 million for the three months ended March 31, 2026. Our loan portfolio balance decreased to $15.63 billion, as of March 31, 2026, from $15.69 billion at December 31, 2025. The decrease in loans was primarily due to $100.5 million of organic loan decline in our community banking footprint, which was partially offset by $47.9 million of loan growth from our Centennial Commercial Finance Group ("Centennial CFG") franchise. Investment securities decreased by $70.7 million resulting from paydowns and maturities during the first three months of 2026. Total deposits increased $258.3 million to $17.74 billion as of March 31, 2026 from $17.48 billion as of December 31, 2025. Stockholders’ equity increased $52.7 million to $4.35 billion as of March 31, 2026, compared to $4.30 billion as of December 31, 2025. The $52.7 million increase in stockholders’ equity is primarily associated with the $118.2 million in net income for the three months ended March 31, 2026, partially offset by the $13.5 million in other comprehensive loss, the $41.3 million in shareholder dividends paid and stock repurchases of $13.9 million.

Our non-performing loans were $182.1 million, or 1.16% of total loans as of March 31, 2026, compared to $85.0 million, or 0.54% of total loans, as of December 31, 2025. The allowance for credit losses as a percentage of non-performing loans decreased to 163.43% as of March 31, 2026, from 350.17% as of December 31, 2025. As of March 31, 2026, our non-performing assets increased to $224.1 million, or 0.97% of total assets, from $124.8 million, or 0.55% of total assets, as of December 31, 2025. The increase in non-performing loans and assets was primarily due to one loan relationship with a balance of $92.1 million being placed on non-accrual status during the quarter ended March 31, 2026.

Critical Accounting Policies and Estimates

Overview. We prepare our consolidated financial statements based on the selection of certain accounting policies, generally accepted accounting principles and customary practices in the banking industry. These policies, in certain areas, require us to make significant estimates and assumptions. Our accounting policies are described in detail in the notes to our consolidated financial statements included as part of this document.

We consider a policy critical if (i) the accounting estimate requires assumptions about matters that are highly uncertain at the time of the acco

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2026-02-27. Report date: 2025-12-31.

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis presents our consolidated financial condition and results of operations for the years ended December 31, 2025, 2024 and 2023. This discussion should be read together with the “Summary Consolidated Financial Data,” our consolidated financial statements and the notes thereto, and other financial data included in this document. In addition to the historical information provided below, we have made certain estimates and forward-looking statements that involve risks and uncertainties. Our actual results could differ significantly from those anticipated in these estimates and in the forward-looking statements as a result of certain factors, including those discussed in the section of this document captioned “Risk Factors,” and elsewhere in this document. Unless the context requires otherwise, the terms “Company,” “HBI,” “us,” “we” and “our” refer to Home BancShares, Inc. on a consolidated basis.

General

We are a bank holding company headquartered in Conway, Arkansas, offering a broad array of financial services through our wholly owned bank subsidiary, Centennial Bank (“Centennial” or the "Bank"). As of December 31, 2025, we had, on a consolidated basis, total assets of $22.88 billion, loans receivable, net, of $15.39 billion, total deposits of $17.48 billion, and stockholders’ equity of $4.30 billion.

We generate most of our revenue from interest on loans and investments, service charges, and mortgage banking income. Deposits and Federal Home Loan Bank ("FHLB") borrowed funds are our primary source of funding. Our largest expenses are interest on our funding sources, salaries and related employee benefits and occupancy and equipment. We measure our performance by calculating our net interest margin, return on average assets and return on average common equity. We also measure our performance by our efficiency ratio and efficiency ratio, as adjusted (non-GAAP). The efficiency ratio is calculated by dividing non-interest expense less amortization of core deposit intangibles by the sum of net interest income on a tax equivalent basis and non-interest income. The efficiency ratio, as adjusted, is a meaningful non-GAAP measure for management, as it excludes certain items and is calculated by dividing non-interest expense less amortization of core deposit intangibles by the sum of net interest income on a tax equivalent basis and non-interest income excluding certain items such as merger expenses, hurricane expenses and/or gains and losses.

Table 1: Key Financial Measures

As of or for the Years Ended December 31,
202520242023
(Dollars in thousands, except per share data)
Total assets$22,881,879$22,490,748$22,656,658
Loans receivable15,686,20914,764,50014,424,728
Allowance for credit losses(297,583)(275,880)(288,234)
Total deposits17,479,95717,146,29716,787,711
Total stockholders’ equity4,296,8713,961,0253,791,075
Net income475,441402,241392,929
Basic earnings per share$2.41$2.01$1.94
Diluted earnings per share2.412.011.94
Book value per share21.8819.9218.81
Tangible book value per share (non-GAAP)(1)14.6012.6811.63
Net interest margin(2)4.51%4.27%4.25%
Efficiency ratio40.8842.7446.21
Efficiency ratio, as adjusted (non-GAAP)(3)41.2942.6545.24
Return on average assets2.101.771.77
Return on average common equity11.6110.4310.82

(1)See Table 31 for the non-GAAP tabular reconciliation.

(2)Fully taxable equivalent (assuming an income tax rate of 24.989% for 2023, 24.433% for 2024 and 24.359% for 2025).

(3)See Table 35 for the non-GAAP tabular reconciliation.

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2025 Overview

Results of Operations for the Years Ended December 31, 2025 and 2024

Our net income increased $73.2 million, or 18.2%, to $475.4 million for the year ended December 31, 2025, from $402.2 million for the same period in 2024. On a diluted earnings per share basis, our earnings were $2.41 per share for the year ended December 31, 2025 and $2.01 per share for the year ended December 31, 2024. The Company recorded $20.9 million in credit loss expense for the year ended December 31, 2025. This consisted of a $24.1 million provision for credit losses on loans, which was partially offset by a $2.2 million recovery of credit losses on available-for-sale investments and a $1.0 million recovery of credit losses on unfunded commitments. For the year ended December 31, 2025, the Company recorded $7.4 million in special income from equity investments, a $2.4 million increase in the fair value of marketable securities, $2.0 million in recoveries on historic losses, a $1.9 million gain on the retirement of subordinated debentures, $1.5 million in income from a Federal Deposit Insurance Corporation ("FDIC") assessment reduction, $1.4 million in bank owned life insurance ("BOLI") death benefits, a $983,000 gain on sale of a building from our Texas market and $885,000 in legal fee reimbursements, which were partially offset by $3.3 million in legal claims expense and $580,000 in merger expense.

Interest expense decreased by $64.5 million, or 14.3%, and non-interest income increased by $29.9 million, or 17.8%. This was partially offset by a $21.0 million, or 1.6%, decrease in interest income and an $11.2 million, or 2.5%, increase in non-interest expense. The decrease in interest expense was primarily due to a $30.7 million, or 58.4%, decrease in interest on FHLB and other borrowed funds, a $29.7 million, or 7.9%, decrease in interest on deposits, a $2.8 million, or 17.3%, decrease in interest on subordinated debentures and a $1.4 million, or 25.3%, decrease in interest on securities sold under agreements to repurchase. The increase in non-interest income was primarily due to a $21.7 million, or 72.6%, increase in other income, a $3.6 million, or 8.4% increase, in other service charges and fees, a $2.1 million, or 92.9% decrease, in the loss on OREO, a $2.0 million, or 12.4%, increase in mortgage lending income, and a $1.2 million, or 25.0%, increase in cash value of life insurance, which were partially offset by a $1.3 million, or 64.1%, decrease in gain on branches, equipment and other assets, a $751,000, or 6.6%, decrease in dividends from FHLB, FRB, FNBB and other and a $574,000, or 19.3%, decrease in income from the fair value adjustment for marketable securities. Included within other income was the $7.4 million in special income from equity investments, $2.0 million in recoveries on historic losses, $1.9 million gain on retirement of subordinated debt, $1.4 million in BOLI death benefits and $885,000 in legal fee reimbursements. The decrease in interest income resulted from a $19.8 million, or 12.7%, decrease in investment income and a $16.6 million, or 38.7%, decrease in interest income on deposits at other banks, which was partially offset by a $15.5 million, or 1.4%, increase in loan interest income. The increase in non-interest expense was due to an $11.8 million, or 4.9%, increase in salaries and employee benefits and a $1.2 million, or 1.1%, increase in other operating expenses, which was partially offset by a $2.0 million, or 5.6%, decrease in data processing expense.

Our net interest margin on a fully taxable equivalent basis increased from 4.27% for the year ended December 31, 2024 to 4.51% for the year ended December 31, 2025. The yield on interest earning assets was 6.45% and 6.51% for the year ended December 31, 2025 and 2024, respectively, as average interest earning assets decreased from $20.09 billion to $20.00 billion. The decrease in average interest earning assets is primarily due to a $379.3 million decrease in average investment securities and a $209.1 million decrease in average interest-bearing balances due from banks, which was partially offset by a $494.9 million increase in average loans receivable. For the years ended December 31, 2025 and 2024, we recognized $5.1 million and $8.1 million, respectively, in total net accretion for acquired loans and deposits. The reduction in accretion was dilutive to the net interest margin by approximately 2 basis points. We recognized $6.0 million in event income for the year ended December 31, 2025, compared to $4.9 million for the year ended December 31, 2024. The cost of interest-bearing liabilities decreased from 3.08% for the year ended December 31, 2024 to 2.68% for the year ended December 31, 2025, and average interest-bearing liabilities decreased from $14.63 billion to $14.44 billion. The decrease in average-interest bearing liabilities is primarily due to a $638.8 million decrease in FHLB & other borrowed funds, a $66.0 million decrease in subordinated debentures and a $17.4 million decrease in securities sold under agreement to repurchase, which was partially offset by a $531.3 million increase in average interest-bearing deposits. The reduction in FHLB & other borrowed funds was due to the Company paying off its Bank Term Funding Program ("BTFP") advance in November 2024. Prior to paying off the advance, the Company held approximately $500 million in excess liquidity, which was dilutive to the net interest margin by approximately 8 basis points. The reduction in subordinated debentures was due to the Company completing the payoff of its $140.0 million 5.50% Fixed-to-Floating Rate Subordinated Notes due 2030 and the Company also repurchasing $20.0 million of its $300.0 million Fixed-to-Floating Rate Subordinated Notes due 2032 during the third quarter of 2025. The two payoff events were accretive to the net interest margin by approximately one basis point. The overall increase in the net interest margin was due to a decrease in interest expense resulting from a decrease in interest rates paid on interest-bearing liabilities, a decrease in interest expense resulting from a reduction in the average balance of interest-bearing liabilities and an increase in interest income resulting from the increase in the average balance of interest-earning assets which was partially offset by a decrease in interest income due to a reduction in asset yields.

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Our efficiency ratio was 40.88% for the year ended December 31, 2025, compared to 42.74% for the same period in 2024. For the year ended December 31, 2025, our efficiency ratio, as adjusted (non-GAAP), was 41.29%, compared to 42.65% reported for the year ended December 31, 2024. (See Table 35 for the non-GAAP tabular reconciliation.)

Our return on average assets was 2.10% for the year ended December 31, 2025, compared to 1.77% for the same period in 2024, and our return on average assets, as adjusted (non-GAAP), was 2.05% for the year ended December 31, 2025, compared to 1.77% for the same period in 2024. (See Table 32 for the non-GAAP tabular reconciliation.) Our return on average common equity was 11.61% for the year ended December 31, 2025, compared to 10.43% for the same period in 2024.

Financial Condition as of and for the Years Ended December 31, 2025 and 2024

Our total assets as of December 31, 2025 increased $391.1 million to $22.88 billion from the $22.49 billion reported as of December 31, 2024. The increase in total assets is primarily due to a $921.7 million increase in loans receivable, which was partially offset by a $243.0 million decrease in cash and cash equivalents and a $216.7 million decrease in investment securities resulting from paydowns and maturities. Our loan portfolio balance increased $921.7 million to $15.69 billion as of December 31, 2025, from $14.76 billion as of December 31, 2024. The increase in loans was due to $727.5 million in organic loan growth within our legacy footprint and $194.2 million of organic loan growth from our Centennial Commercial Finance Group ("CFG") franchise during 2025. Total deposits increased $333.7 million to $17.48 billion as of December 31, 2025 compared to $17.15 billion as of December 31, 2024. Subordinated debentures decreased by $160.0 million due to the Company completing the payoff of its $140.0 million 5.50% Fixed-to-Floating Rate Subordinated Notes due 2030 and the Company also repurchasing $20.0 million of its $300.0 million Fixed-to-Floating Rate Subordinated Notes due 2032 during the third quarter of 2025. FHLB and other borrowed funds decreased by $100.5 million, due to maturities of FHLB borrowings. Stockholders’ equity increased $335.8 million to $4.30 billion as of December 31, 2025, compared to $3.96 billion as of December 31, 2024. The increase in stockholders’ equity is primarily associated with the $475.4 million in net income and the $90.2 million in accumulated other comprehensive income, which were partially offset by the $158.9 million of shareholder dividends paid and the repurchase of $81.4 million of our common stock during 2025. The improvement in stockholders’ equity was 8.5% for the year ended December 31, 2025 compared to December 31, 2024.

As of December 31, 2025, our non-performing loans decreased to $85.0 million, or 0.54%, of total loans from $98.9 million, or 0.67%, of total loans as of December 31, 2024. The allowance for credit losses as a percentage of non-performing loans increased to 350.17% as of December 31, 2025, compared to 278.99% as of December 31, 2024. As of December 31, 2025, our non-performing assets decreased to $124.8 million, or 0.55%, of total assets from $142.4 million, or 0.63%, of total assets as of December 31, 2024.

2024 Overview

Results of Operations for the Years Ended December 31, 2024 and 2023

Our net income increased $9.3 million, or 2.4%, to $402.2 million for the year ended December 31, 2024, from $392.9 million for the same period in 2023. On a diluted earnings per share basis, our earnings were $2.01 per share for the year ended December 31, 2024 and $1.94 per share for the year ended December 31, 2023. The Company recorded $48.1 million in credit loss expense for the year ended December 31, 2024. This consisted of a $48.4 million provision for credit losses on loans, which was partially offset by a $330,000 recovery of credit losses on available-for-sale investments due to an improvement in the unrealized loss position for one of our subordinated debt investments. Of the $48.4 million provision for credit losses on loans recorded, $33.4 million was used to establish a hurricane reserve for loans located in the Federal Emergency Management Agency ("FEMA") disaster areas impacted by Hurricanes Helene and Milton, which made landfall during the third and fourth quarters of 2024. The hurricane related reserve had a $0.13 impact to diluted earnings per share. The remaining portion of the provision was related to loan growth. For the year ended December 31, 2024, the Company recorded a $3.0 million increase in the fair value of marketable securities, a $2.1 million gain on sale of a building from our Texas market, $257,000 in BOLI death benefits and $2.3 million in Federal Deposit Insurance Corporation ("FDIC") special assessment expense.

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Total interest income increased by $124.7 million, or 10.6%, and non-interest expense decreased by $25.9 million, or 5.5%. This was partially offset by a $102.9 million, or 29.6%, increase in interest expense and a $1.4 million, or 0.8%, decrease in non-interest income. The increase in interest income resulted from a $110.4 million, or 11.2%, increase in loan interest income and a $27.8 million, or 184.7%, increase in interest income on deposits at other banks, which was partially offset by a $13.4 million, or 7.9%, decrease in investment income. The decrease in non-interest expense was due to a $15.9 million, or 6.2%, decrease in salaries and employee benefits, a $7.9 million, or 6.6%, decrease in other operating expenses and a $2.3 million, or 3.8%, decrease in occupancy and equipment expense. The increase in interest expense was primarily due to an $80.7 million, or 27.3%, increase in interest on deposits, a $21.6 million, or 70.2%, increase in interest on FHLB and other borrowed funds and a $635,000, or 13.2%, increase in interest on securities sold under agreements to repurchase. The decrease in non-interest income was primarily due to an $8.5 million, or 22.2%, decrease in other income, a $2.6 million, or 784.3% decrease, in the gain/loss on OREO and a $1.2 million, or 2.7% decrease, in other service charges and fees, which were partially offset by a $5.1 million, or 47.0%, increase in mortgage lending income and a $4.1 million, or 371.6%, increase in income from the fair value adjustment for marketable securities.

Our net interest margin on a fully taxable equivalent basis increased from 4.25% for the year ended December 31, 2023 to 4.27% for the year ended December 31, 2024. The yield on interest earning assets was 6.51% and 6.03% for the year ended December 31, 2024 and 2023, respectively, as average interest earning assets increased from $19.57 billion to $20.09 billion. The increase in average interest earning assets is primarily due to a $499.7 million increase in average interest-bearing balances due from banks and a $360.3 million increase in average loans receivable, which were partially offset by a $341.8 million decrease in average investment securities. For the years ended December 31, 2024 and 2023, we recognized $8.1 million and $10.6 million, respectively, in total net accretion for acquired loans and deposits. The reduction in accretion was dilutive to the net interest margin by approximately 1 basis point. We recognized $4.9 million in event income for the year ended December 31, 2024, compared to $3.0 million for the year ended December 31, 2023. This increase was accretive to the net interest margin by 1 basis point. During the year ended December 31, 2024, the Company held approximately $500 million in excess liquidity, which was dilutive to the net interest margin by 8 basis points. The overall increase in the net interest margin was due to an increase in interest income from higher yields on average interest-earning assets and an increase in interest income due to changes in interest earning assets, partially offset by an increase in interest expense due to changes in interest-bearing liabilities and a change in interest rates paid on interest-bearing liabilities.

Our efficiency ratio was 42.74% for the year ended December 31, 2024, compared to 46.21% for the same period in 2023. For the year ended December 31, 2024, our efficiency ratio, as adjusted (non-GAAP), was 42.65%, compared to 45.24% reported for the year ended December 31, 2023. (See Table 35 for the non-GAAP tabular reconciliation.)

Our return on average assets was 1.77% for the both the years ended December 31, 2024 and 2023, and our return on average assets, as adjusted (non-GAAP), was 1.77% for the year ended December 31, 2024, compared to 1.79% for the same period in 2023. (See Table 32 for the non-GAAP tabular reconciliation.) Our return on average common equity was 10.43% for the year ended December 31, 2024, compared to 10.82% for the same period in 2023.

Financial Condition as of and for the Years Ended December 31, 2024 and 2023

Our total assets as of December 31, 2024 decreased $165.9 million to $22.49 billion from the $22.66 billion reported as of December 31, 2023. The decrease in total assets is primarily due to a $442.0 million decrease in investment securities resulting from paydowns and maturities and a $89.9 million decrease in cash and cash equivalents during the year. Our loan portfolio balance increased $339.8 million to $14.76 billion as of December 31, 2024, from $14.42 billion as of December 31, 2023. The increase in loans was due to $471.4 million in organic loan growth within our legacy footprint, which was partially offset by $131.7 million of organic loan decline from our CFG franchise during 2024. Total deposits increased $358.6 million to $17.15 billion as of December 31, 2024 compared to $16.79 billion as of December 31, 2023. Stockholders’ equity increased $170.0 million to $3.96 billion as of December 31, 2024, compared to $3.79 billion as of December 31, 2023. The increase in stockholders’ equity is primarily associated with the $402.2 million in net income, which was partially offset by the $150.0 million of shareholder dividends paid, the repurchase of $86.1 million of our common stock during 2024 and the $7.0 million decrease in accumulated other comprehensive income. The improvement in stockholders’ equity was 4.5% for the year ended December 31, 2024 compared to December 31, 2023.

As of December 31, 2024, our non-performing loans increased to $98.9 million, or 0.67%, of total loans from $64.1 million, or 0.44%, of total loans as of December 31, 2023. The allowance for credit losses as a percentage of non-performing loans decreased to 278.99% as of December 31, 2024, compared to 449.66% as of December 31, 2023. As of December 31, 2024, our non-performing assets increased to $142.4 million, or 0.63%, of total assets from $95.4 million, or 0.42%, of total assets as of December 31, 2023.

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Critical Accounting Policies and Estimates

Overview. We prepare our consolidated financial statements based on the selection of certain accounting policies, generally accepted accounting principles and customary practices in the banking industry. These policies, in certain areas, require us to make significant estimates and assumptions. Our accounting policies are described in detail in the notes to our consolidated financial statements included as part of this document.

We consider a policy critical if (i) the accounting estimate requires assumptions about matters that are highly uncertain at the time of the accounting estimate; and (ii) different estimates that could reasonably have been used in the current period, or changes in the accounting estimate that are reasonably likely to occur from period to period, would have a material impact on our financial statements. Using these criteria, we believe that the accounting policies most critical to us are those associated with our lending practices, including the accounting for the allowance for credit losses, foreclosed assets, investments, intangible assets, income taxes and stock options.

Revenue Recognition. Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers ("ASC Topic 606"), establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. The majority of our revenue-generating transactions are not subject to ASC Topic 606, including revenue generated from financial instruments, such as our loans, letters of credit, investment securities and mortgage lending income, as these activities are subject to other GAAP discussed elsewhere within our disclosures. Descriptions of our revenue-generating activities that are within the scope of ASC Topic 606, which are presented in our income statements as components of non-interest income are as follows:

•Service charges on deposit accounts – These represent general service fees for monthly account maintenance and activity or transaction-based fees and consist of transaction-based revenue, time-based revenue (service period), item-based revenue or some other individual attribute-based revenue. Revenue is recognized when our performance obligation is completed, which is generally monthly for account maintenance services or when a transaction has been completed (such as a wire transfer). Payment for such performance obligations are generally received at the time the performance obligations are satisfied.

•Other service charges and fees – These represent credit card interchange fees and Centennial CFG loan fees. The interchange fees are recorded in the period the performance obligation is satisfied which is generally the cash basis based on agreed upon contracts. Centennial CFG loan fees are based on loan or other negotiated agreements with customers and are accounted for under ASC Topic 310. Interchange fees were $21.4 million and $21.8 million for the years ended December 31, 2025 and December 31, 2024, respectively. Centennial CFG loan fees were $13.8 million and $9.5 million for the years ended December 31, 2025 and December 31, 2024, respectively.

•Trust fees - The Company enters into contracts with its customers to manage assets for investment, and/or transact on their accounts. The Company generally satisfies its performance obligations as services are rendered. The management fees are percentage based, flat, percentage of income or a fixed percentage calculated upon the average balance of assets depending upon account type. Fees are collected on a monthly or annual basis.

Credit Losses. We account for credit losses in accordance with ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASC 326" or "CECL"). The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credits, financial guarantees, and other similar instruments) and net investments in leases recognized by a lessor in accordance with Topic 842 on leases.

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Investments – Available-for-sale. Securities available-for-sale ("AFS") are reported at fair value with unrealized holding gains and losses reported as a separate component of stockholders’ equity and other comprehensive income (loss), net of taxes. Securities that are held as available-for-sale are used as a part of our asset/liability management strategy. Securities that may be sold in response to interest rate changes, changes in prepayment risk, the need to increase regulatory capital, and other similar factors are classified as available-for-sale. The Company evaluates all securities quarterly to determine if any securities in a loss position require a provision for credit losses in accordance with ASC 326. The Company first assesses whether it intends to sell or whether it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For securities that do not meet this criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost, and changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income. The Company has made the election to exclude accrued interest receivable on AFS securities from the estimate of credit losses and report accrued interest separately on the consolidated balance sheets. Changes in the allowance for credit losses are recorded as provision for (or recovery of) credit loss expense. Losses are charged against the allowance when management believes the uncollectability of a security is confirmed or when either of the criteria regarding intent or requirement to sell is met.

Investments – Held-to-Maturity. Debt securities held-to-maturity ("HTM"), which include any security for which we have the positive intent and ability to hold until maturity, are reported at historical cost adjusted for amortization of premiums and accretion of discounts. Premiums and discounts are amortized/accreted to the call date to interest income using the constant effective yield method over the estimated life of the security. The Company evaluates all securities quarterly to determine if any securities in a loss position require a provision for credit losses in accordance with ASC 326. The Company measures expected credit losses on HTM securities on a collective basis by major security type, with each type sharing similar risk characteristics. The estimate of expected credit losses considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. The Company has made the election to exclude accrued interest receivable on HTM securities from the estimate of credit losses and report accrued interest separately on the consolidated balance sheets. Changes in the allowance for credit losses are recorded as provision for (or recovery of) credit loss expense. Losses are charged against the allowance when management believes the uncollectability of a security is confirmed.

Loans Receivable and Allowance for Credit Losses. Loans receivable that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at their outstanding principal balance adjusted for any charge-offs, deferred fees or costs on originated loans. Interest income on loans is accrued over the term of the loans based on the principal balance outstanding. Loan origination fees and direct origination costs are capitalized and recognized as adjustments to yield on the related loans.

The allowance for credit losses on loans receivable is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the uncollectability of a loan balance is confirmed and expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off.

The Company uses the discount cash flow ("DCF") method to estimate expected losses for all of Company’s loan pools. These pools are as follows: construction & land development; other commercial real estate; residential real estate; commercial & industrial; and consumer & other. The loan portfolio pools were selected in order to generally align with the loan categories specified in the quarterly call reports required to be filed with the Federal Financial Institutions Examination Council. For each of these loan pools, the Company generates cash flow projections at the instrument level wherein payment expectations are adjusted for estimated prepayment speed, curtailments, time to recovery, probability of default, and loss given default. The modeling of expected prepayment speeds, curtailment rates, and time to recovery are based on historical internal data. The Company uses regression analysis of historical internal and peer data to determine suitable loss drivers to utilize when modeling lifetime probability of default and loss given default. This analysis also determines how expected probability of default and loss given default will react to forecasted levels of the loss drivers.

For all DCF models, management has determined that four quarters represents a reasonable and supportable forecast period and reverts to a historical loss rate over four quarters on a straight-line basis. Management leverages economic projections from a reputable and independent third party to inform its loss driver forecasts over the four-quarter forecast period. Other internal and external indicators of economic forecasts are also considered by management when developing the forecast metrics.

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Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level, or term as well as for changes in environmental conditions, such as changes in the national unemployment rate, gross domestic product, national retail sales index, the Federal Housing Finance Agency ("FHFA") housing price index and rental vacancy rate index.

The allowance for credit losses is measured based on call report segment as these types of loans exhibit similar risk characteristics. The identified loan segments are as follows:

•1-4 family residential construction loans

•Other construction loans and all land development and other land loans

•Loans secured by farmland (including farm residential and other improvements)

•Revolving, open-end loans secured by 1-4 family residential properties and extended under lines

•Secured by first liens

•Secured by junior liens

•Secured by multifamily (5 or more) residential properties

•Loans secured by owner-occupied, nonfarm nonresidential properties

•Loans secured by other nonfarm nonresidential properties

•Loans to finance agricultural production and other loans to farmers

•Commercial and industrial loans

•Other revolving credit plans

•Automobile loans

•Other consumer loans

•Other consumer loans - Shore Premier Finance

•Obligations (other than securities and leases) of states and political subdivisions in the US

•Loans to nondepository financial institutions

•Loans for purchasing or carrying securities

•All other loans

•Leases

Loans considered to be collateral dependent, according to ASC 326, are loans for which repayment is expected to be provided substantially through the operation or sale of the collateral when the borrower is experiencing financial difficulty based on the Company's assessment as of the reporting date. The aggregate amount of collateral shortfall on such loans is utilized in evaluating the adequacy of the allowance for credit losses and amount of provisions thereto. Losses on collateral dependent loans are charged against the allowance for credit losses when in the process of collection, it appears likely that such losses will be realized. The accrual of interest on collateral dependent loans is discontinued when, in management’s opinion the collection of interest is doubtful or generally when loans are 90 days or more past due. When accrual of interest is discontinued, all unpaid accrued interest is reversed. Interest income is subsequently recognized only to the extent cash payments are received in excess of principal due. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Loans evaluated individually that are considered to be collateral dependent are not included in the collective evaluation. For these loans, where the Company has determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and the Company expects repayment of the loan to be provided substantially through the operation or sale of the collateral, the allowance for credit losses is measured based on the difference between the fair value of the collateral, net of estimated costs to sell, and the amortized cost basis of the loan as of the measurement date. When repayment is expected to be from the operation of the collateral, expected credit losses are calculated as the amount by which the amortized cost basis of the loan exceeds the present value of expected cash flows from the operation of the collateral. The allowance for credit losses may be zero if the fair value of the collateral at the measurement date exceeds the amortized cost basis of the loan, net of estimated costs to sell. For individually analyzed loans which are not considered to be collateral dependent, an allowance is recorded based on the loss rate for the respective pool within the collective evaluation.

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Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments and curtailments when appropriate. The contractual term excludes expected extensions, renewals, and modifications unless either of the following applies:

•Management has a reasonable expectation at the reporting date that restructured loans made to borrowers experiencing financial difficulty will be executed with an individual borrower.

•The extension or renewal options are included in the original or modified contract at the reporting date and are not unconditionally cancellable by the Company.

Management qualitatively adjusts model results for risk factors that are not considered within our modeling processes but are nonetheless relevant in assessing the expected credit losses within our loan pools. These qualitative factors ("Q-Factors") and other qualitative adjustments may increase or decrease management's estimate of expected credit losses by a calculated percentage or amount based upon the estimated level of risk. The various risks that may be considered in making Q-Factor and other qualitative adjustments include, among other things, the impact of (i) changes in lending policies, procedures and strategies; (ii) changes in nature and volume of the portfolio; (iii) staff experience; (iv) changes in volume and trends in classified loans, delinquencies and nonaccruals; (v) concentration risk; (vi) trends in underlying collateral values; (vii) external factors such as competition, legal and regulatory environment; (viii) changes in the quality of the loan review system and (ix) economic conditions.

Loans are placed on non-accrual status when management believes that the borrower’s financial condition, after giving consideration to economic and business conditions and collection efforts, is such that collection of interest is doubtful, or generally when loans are 90 days or more past due. Loans are charged against the allowance for credit losses when management believes that the collectability of the principal is unlikely. Accrued interest related to non-accrual loans is generally charged against the allowance for credit losses when accrued in prior years and reversed from interest income if accrued in the current year. Interest income on non-accrual loans may be recognized to the extent cash payments are received, although the majority of payments received are usually applied to principal. Non-accrual loans are generally returned to accrual status when principal and interest payments are less than 90 days past due, the customer has made the required payments for at least six months, and we reasonably expect to collect all principal and interest.

Allowance for Credit Losses on Off-Balance Sheet Credit Exposures: The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit unless that obligation is unconditionally cancellable by the Company. The allowance for credit losses on off-balance sheet credit exposures is adjusted as a provision for or recovery of credit loss expense. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life.

Foreclosed Assets Held for Sale. Real estate and personal properties acquired through or in lieu of loan foreclosure are to be sold and are initially recorded at fair value at the date of foreclosure, establishing a new cost basis. Valuations are periodically performed by management, and the real estate and personal properties are carried at fair value less costs to sell. Gains and losses from the sale of other real estate and personal properties are recorded in non-interest income, and expenses used to maintain the properties are included in non-interest expenses.

Intangible Assets. Intangible assets consist of goodwill and core deposit intangibles. Goodwill represents the excess purchase price over the fair value of net assets acquired in business acquisitions. The core deposit intangible represents the excess intangible value of acquired deposit customer relationships as determined by valuation specialists. The core deposit intangibles are being amortized over 48 months to 121 months on a straight-line basis. Goodwill is not amortized but rather is evaluated for impairment on at least an annual basis. We perform an annual impairment test of goodwill and core deposit intangibles as required by FASB ASC 350, Intangibles - Goodwill and Other, in the fourth quarter or more often if events and circumstances indicate there may be an impairment.

Income Taxes. We account for income taxes in accordance with income tax accounting guidance (ASC 740, Income Taxes). The income tax accounting guidance results in two components of income tax expense: current and deferred. Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues. We determine deferred income taxes using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax basis of assets and liabilities, and enacted changes in tax rates and laws are recognized in the period in which they occur.

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Deferred income tax expense results from changes in deferred tax assets and liabilities between periods. Deferred tax assets are recognized if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination. The term “more likely than not” means a likelihood of more than 50 percent; the terms “examined” and “upon examination” also include resolution of the related appeals or litigation processes, if any. A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts, circumstances and information available at the reporting date and is subject to the management’s judgment. Deferred tax assets are reduced by a valuation allowance if, based on the weight of evidence available, it is more likely than not that some portion or all of a deferred tax asset will not be realized.

Both we and our subsidiary file consolidated tax returns. Our subsidiary provides for income taxes on a separate return basis, and remits to us amounts determined to be currently payable.

Stock Compensation. In accordance with FASB ASC 718, Compensation - Stock Compensation, and FASB ASC 505-50, Equity-Based Payments to Non-Employees, the fair value of each option award is estimated on the date of grant. We recognize compensation expense for the grant-date fair value of the option award over the vesting period of the award.

Branches

As opportunities arise, we will continue to open new (commonly referred to as de novo) branches in our current markets and in other attractive market areas.

During the year ended December 31, 2025, we closed one branch in Jacksonville, Arkansas, and we opened a new branch in San Antonio, Texas.

As of December 31, 2025, we had 218 branch locations. There were 75 branches in Arkansas, 78 branches in Florida, 59 branches in Texas, five branches in Alabama and one branch in New York City.

Results of Operations for the Years Ended December 31, 2025, 2024 and 2023

Our net income increased $73.2 million, or 18.2%, to $475.4 million for the year ended December 31, 2025, from $402.2 million for the same period in 2024. On a diluted earnings per share basis, our earnings were $2.41 per share for the year ended December 31, 2025 and $2.01 per share for the year ended December 31, 2024. The Company recorded $20.9 million in credit loss expense for the year ended December 31, 2025. This consisted of a $24.1 million provision for credit losses on loans, which was partially offset by a $2.2 million recovery of credit losses on available-for-sale investments and a $1.0 million recovery of credit losses on unfunded commitments. For the year ended December 31, 2025, the Company recorded $7.4 million in special income from equity investments, a $2.4 million increase in the fair value of marketable securities, $2.0 million in recoveries on historic losses, a $1.9 million gain on the retirement of subordinated debentures, $1.5 million in income from an FDIC assessment reduction, $1.4 million in BOLI death benefits, a $983,000 gain on sale of a building from our Texas market and $885,000 in legal fee reimbursements, which were partially offset by $3.3 million in legal claims expense and $580,000 in merger expense.

Our net income increased $9.3 million, or 2.4%, to $402.2 million for the year ended December 31, 2024, from $392.9 million for the same period in 2023. On a diluted earnings per share basis, our earnings were $2.01 per share for the year ended December 31, 2024 and $1.94 per share for the year ended December 31, 2023. The Company recorded $48.1 million in credit loss expense for the year ended December 31, 2024. This consisted of a $48.4 million provision for credit losses on loans, which was partially offset by a $330,000 recovery of credit losses on available-for-sale investments due to an improvement in the unrealized loss position for one of our subordinated debt investments. Of the $48.4 million provision for credit losses on loans recorded, $33.4 million was used to establish a hurricane reserve for loans located in the FEMA disaster areas impacted by Hurricanes Helene and Milton, which made landfall during the third and fourth quarters of 2024. The hurricane related reserve had a $0.13 impact to diluted earnings per share. The remaining portion of the provision was related to loan growth. For the year ended December 31, 2024, the Company recorded a $3.0 million increase in the fair value of marketable securities, a $2.1 million gain on sale of a building from our Texas market, $257,000 in BOLI death benefits and $2.3 million in FDIC special assessment expense.

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Net Interest Income

Net interest income, our principal source of earnings, is the difference between the interest income generated by earning assets and the total interest cost of the deposits and borrowings obtained to fund those assets. Factors affecting the level of net interest income include the volume of earning assets and interest-bearing liabilities, yields earned on loans and investments and rates paid on deposits and other borrowings, the level of non-performing loans and the amount of non-interest-bearing liabilities supporting earning assets. Net interest income is analyzed in the discussion and tables below on a fully taxable equivalent basis. The adjustment to convert certain income to a fully taxable equivalent basis consists of dividing tax-exempt income by one minus the combined federal and state income tax rate (24.359% for the year ended December 31, 2025, 24.433% for the year ended December 31, 2024 and 24.989% for year ended December 31, 2023).

The Federal Reserve Board sets various benchmark rates, including the Federal Funds rate, and thereby influences the general market rates of interest, including the deposit and loan rates offered by financial institutions. The Federal Reserve reduced the target rate three times during 2024. First, on September 18, 2024, the Federal Reserve reduced the target rate to 4.75% to 5.00%, second, on November 7, 2024, the target rate was reduced to 4.50% to 4.75% and third, on December 18, 2024, the target rate was reduced to 4.25% to 4.50%. The Federal Reserve reduced the target rate three times during 2025. First, on September 17, 2025, the Federal Reserve reduced the target rate to 4.00% to 4.25%, second, on October 29, 2025, the target rate was reduced to 3.75% to 4.00% and third, on December 10, 2025, the target rate was reduced to 3.50% to 3.75%.

Our net interest margin on a fully taxable equivalent basis increased from 4.27% for the year ended December 31, 2024 to 4.51% for the year ended December 31, 2025. The yield on interest earning assets was 6.45% and 6.51% for the year ended December 31, 2025 and 2024, respectively, as average interest earning assets decreased from $20.09 billion to $20.00 billion. The decrease in average interest earning assets is primarily due to a $379.3 million decrease in average investment securities and a $209.1 million decrease in average interest-bearing balances due from banks, which was partially offset by a $494.9 million increase in average loans receivable. For the years ended December 31, 2025 and 2024, we recognized $5.1 million and $8.1 million, respectively, in total net accretion for acquired loans and deposits. The reduction in accretion was dilutive to the net interest margin by approximately 2 basis points. We recognized $6.0 million in event income for the year ended December 31, 2025, compared to $4.9 million for the year ended December 31, 2024. The cost of interest-bearing liabilities decreased from 3.08% for the year ended December 31, 2024 to 2.68% for the year ended December 31, 2025, and average interest-bearing liabilities decreased from $14.63 billion to $14.44 billion. The decrease in average-interest bearing liabilities is primarily due to a $638.8 million decrease in FHLB & other borrowed funds, a $66.0 million decrease in subordinated debentures and a $17.4 million decrease in securities sold under agreement to repurchase, which was partially offset by a $531.3 million increase in average interest-bearing deposits. The reduction in FHLB & other borrowed funds was due to the Company paying off its BTFP advance in November 2024. Prior to paying off the advance, the Company held approximately $500 million in excess liquidity, which was dilutive to the net interest margin by approximately 8 basis points. The reduction in subordinated debentures was due to the Company completing the payoff of its $140.0 million 5.50% Fixed-to-Floating Rate Subordinated Notes due 2030 and the Company also repurchasing $20.0 million of its $300.0 million Fixed-to-Floating Rate Subordinated Notes due 2032 during the third quarter of 2025. The two payoff events were accretive to the net interest margin by approximately one basis point. The overall increase in the net interest margin was due to a decrease in interest expense resulting from a decrease in interest rates paid on interest-bearing liabilities, a decrease in interest expense resulting from a reduction in the average balance of interest-bearing liabilities and an increase in interest income resulting from the increase in the average balance of interest-earning assets which was partially offset by a decrease in interest income due to a reduction in asset yields.

Net interest income on a fully taxable equivalent basis increased $45.3 million, or 5.3%, to $902.6 million for the year ended December 31, 2025, from $857.3 million for the same period in 2024. This increase in net interest income was the result of a $64.5 million decrease in interest expense, partially offset by a $19.3 million decrease in interest income on a fully taxable equivalent basis. The $64.5 million decrease in interest expense is primarily the result of a lower interest rate environment. The lower rates on interest bearing liabilities resulted in a decrease in interest expense of approximately $51.8 million, and the change in interest bearing liabilities resulted in a decrease in interest expense of approximately $12.7 million. The $19.3 million decrease in interest income was also primarily the result of the lower interest rate environment. The lower yield on earning assets resulted in a decrease in interest income of approximately $32.8 million, while the change in earning assets resulted in an increase in interest income of approximately $13.5 million.

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Our net interest margin on a fully taxable equivalent basis increased from 4.25% for the year ended December 31, 2023 to 4.27% for the year ended December 31, 2024. The yield on interest earning assets was 6.51% and 6.03% for the year ended December 31, 2024 and 2023, respectively, as average interest earning assets increased from $19.57 billion to $20.09 billion. The increase in average interest earning assets is primarily due to a $499.7 million increase in average interest-bearing balances due from banks and a $360.3 million increase in average loans receivable, which were partially offset by a $341.8 million decrease in average investment securities. For the years ended December 31, 2024 and 2023, we recognized $8.1 million and $10.6 million, respectively, in total net accretion for acquired loans and deposits. The reduction in accretion was dilutive to the net interest margin by approximately 1 basis point. We recognized $4.9 million in event income for the year ended December 31, 2024, compared to $3.0 million for the year ended December 31, 2023. This increase was accretive to the net interest margin by 1 basis point. During the year ended December 31, 2024, the Company held approximately $500 million in excess liquidity, which was dilutive to the net interest margin by 8 basis points. The overall increase in the net interest margin was due to an increase in interest income from higher yields on average interest-earning assets and an increase in interest income due to changes in interest earning assets, partially offset by an increase in interest expense due to changes in interest-bearing liabilities and a change in interest rates paid on interest-bearing liabilities.

Net interest income on a fully taxable equivalent basis increased $24.9 million, or 3.0%, to $857.3 million for the year ended December 31, 2024, from $832.5 million for the same period in 2023. This increase in net interest income was the result of a $127.8 million increase in interest income, partially offset by a $102.9 million increase in interest expense on a fully taxable equivalent basis. The $127.8 million increase in interest income was primarily the result of the high interest rate environment. The higher yield on earning assets resulted in an increase in interest income of approximately $88.5 million, and the change in earning assets resulted in an increase in interest income of approximately $39.3 million. The $102.9 million increase in interest expense was also primarily the result of the high interest rate environment. The higher rates on interest bearing liabilities resulted in an increase in interest expense of approximately $68.9 million, and the change in interest bearing liabilities resulted in an increase in interest expense of approximately $34.0 million.

Tables 2 and 3 reflect an analysis of net interest income on a fully taxable equivalent basis for the years ended December 31, 2025, 2024 and 2023, as well as changes in fully taxable equivalent net interest margin for the years 2025 compared to 2024 and 2024 compared to 2023.

Table 2: Analysis of Net Interest Income

Years Ended December 31,
202520242023
(Dollars in thousands)
Interest income$1,278,820$1,299,777$1,175,053
Fully taxable equivalent adjustment10,2288,5345,506
Interest income – fully taxable equivalent1,289,0481,308,3111,180,559
Interest expense386,460451,003348,108
Net interest income – fully taxable equivalent$902,588$857,308$832,451
Yield on earning assets – fully taxable equivalent6.45%6.51%6.03%
Cost of interest-bearing liabilities2.683.082.52
Net interest spread – fully taxable equivalent3.773.433.51
Net interest margin – fully taxable equivalent4.514.274.25

Table 3: Changes in Fully Taxable Equivalent Net Interest Margin

December 31,
2025 vs. 20242024 vs. 2023
(In thousands)
Increase in interest income due to change in earning assets$13,499$39,264
(Decrease) increase in interest income due to change in earning asset yields(32,762)88,488
Decrease (increase) in interest expense due to change in interest-bearing liabilities12,710(33,968)
Decrease (increase) in interest expense due to change in interest rates paid on interest-bearing liabilities51,833(68,927)
Increase in net interest income$45,280$24,857

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Table 4 shows, for each major category of earning assets and interest-bearing liabilities, the average amount outstanding, the interest income or expense on that amount and the average rate earned or expensed for the years ended December 31, 2025, 2024 and 2023. The table also shows the average rate earned on all earning assets, the average rate expensed on all interest-bearing liabilities, the net interest spread and the net interest margin for the same periods. The analysis is presented on a fully taxable equivalent basis. Non-accrual loans were included in average loans for the purpose of calculating the rate earned on total loans.

Table 4: Average Balance Sheets and Net Interest Income Analysis

Years Ended December 31,
202520242023
Average BalanceIncome / ExpenseYield / RateAverage BalanceIncome / ExpenseYield / RateAverage BalanceIncome / ExpenseYield / Rate
(Dollars in thousands)
ASSETS
Earnings assets
Interest-bearing balances due from banks$610,338$26,2184.30%$819,445$42,7735.22%$319,733$15,0234.70%
Federal funds sold4,8212054.255,0352555.063,8642215.72
Investment securities – taxable3,078,265106,0633.453,400,325125,7653.703,655,632138,5753.79
Investment securities – non-taxable1,132,76140,5353.581,190,03339,0573.281,276,56636,7272.88
Loans receivable15,169,8881,116,0277.3614,675,0011,100,4617.5014,314,732990,0136.92
Total interest-earning assets19,996,0731,289,0486.4520,089,8391,308,3116.5119,570,5271,180,5596.03
Non-earning assets2,697,5222,664,5412,647,383
Total assets$22,693,595$22,754,380$22,217,910
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Interest-bearing liabilities
Savings and interest-bearing transaction accounts$11,491,941$278,6542.42%$11,078,003$304,9762.75%$11,162,244$258,5862.32%
Time deposits1,864,67468,3223.661,747,30271,6624.101,284,15637,3922.91
Total interest-bearing deposits13,356,615346,9762.6012,825,305376,6382.9412,446,400295,9782.38
Federal funds purchased142015.004436.82
Securities sold under agreement to repurchase148,5454,0672.74165,9655,4483.28149,0144,8133.23
FHLB & other borrowed funds558,83921,8043.901,197,66252,4554.38753,15230,8254.09
Subordinated debentures373,50013,6133.64439,53916,4613.75440,12516,4893.75
Total interest-bearing liabilities14,437,513386,4602.6814,628,491451,0033.0813,788,735348,1082.52
Non-interest-bearing liabilities
Non-interest-bearing deposits3,961,3324,029,6844,599,241
Other liabilities199,307238,528198,634
Total liabilities18,598,15218,896,70318,586,610
Stockholders’ equity4,095,4433,857,6773,631,300
Total liabilities and stockholders’ equity$22,693,595$22,754,380$22,217,910
Net interest spread3.77%3.43%3.51%
Net interest income and margin$902,5884.51$857,3084.27$832,4514.25

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Table 5 shows changes in interest income and interest expense resulting from changes in volume and changes in interest rates for the year ended December 31, 2025 compared to 2024 and 2024 compared to 2023 on a fully taxable equivalent basis. The changes in interest rate and volume have been allocated to changes in average volume and changes in average rates, in proportion to the relationship of absolute dollar amounts of the changes in rates and volume.

Table 5: Volume/Rate Analysis

Years Ended December 31,
2025 over 20242024 over 2023
VolumeYield / RateTotalVolumeYield / RateTotal
(In thousands)
Increase (decrease) in:
Interest income:
Interest-bearing balances due from banks$(9,774)$(6,781)$(16,555)$25,911$1,839$27,750
Federal funds sold(10)(40)(50)61(27)34
Investment securities – taxable(11,439)(8,263)(19,702)(9,504)(3,306)(12,810)
Investment securities – non-taxable(1,939)3,4171,478(2,603)4,9332,330
Loans receivable36,661(21,095)15,56625,39985,049110,448
Total interest income13,499(32,762)(19,263)39,26488,488127,752
Interest expense:
Interest-bearing transaction and savings deposits11,071(37,393)(26,322)(1,966)48,35646,390
Time deposits4,615(7,955)(3,340)16,06918,20134,270
Federal funds purchased(1)(1)(1)(1)(2)
Securities sold under agreement to repurchase(535)(846)(1,381)55580635
FHLB & other borrowed funds(25,444)(5,207)(30,651)19,3332,29721,630
Subordinated debentures(2,417)(431)(2,848)(22)(6)(28)
Total interest expense(12,710)(51,833)(64,543)33,96868,927102,895
Increase in net interest income$26,209$19,071$45,280$5,296$19,561$24,857

Provision for Credit Losses

Credit Loss Expense: During the year ended December 31, 2025, the Company recorded $20.9 million in credit loss expense. This consisted of a $24.1 million provision for credit losses on loans, which was partially offset by a $2.2 million recovery of credit losses on available-for-sale investments and a $1.0 million recovery of credit losses on unfunded commitments. The Company determined the $2.0 million allowance for credit losses on the held-to-maturity portfolio was adequate. Therefore, no additional provision was considered necessary for the held-to-maturity portfolio. During the year ended December 31, 2024, the Company recorded $48.1 million in credit loss expense. This consisted of a $48.4 million provision for credit losses on loans, which was partially offset by a $330,000 recovery of credit losses on available-for-sale investments due to an improvement in the unrealized loss position for one of our subordinated debt investments. Of the $48.4 million provision for credit losses on loans recorded, $33.4 million was used to establish a hurricane reserve for loans located in the FEMA disaster areas impacted by Hurricanes Helene and Milton, which made landfall during the third and fourth quarters of 2024. The Company determined the $2.0 million allowance for credit losses on the held-to-maturity portfolio was adequate. Therefore, no additional provision was considered necessary for the held-to-maturity portfolio.

Net charge-offs to average total loans decreased to 0.02% for the year ended December 31, 2025 from 0.41% for the year ended December 31, 2024. Net charge-offs decreased by $58.4 million for the year ended December 31, 2025 compared to December 31, 2024. During the fourth quarter of 2024, the Company completed an asset quality cleanup project which drove the increase in the level of charge-offs during the year ended December 31, 2024. Non-performing loans to total loans decreased from 0.67% as of December 31, 2024 to 0.54% as of December 31, 2025.

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Non-Interest Income

Total non-interest income was $198.5 million in 2025, compared to $168.6 million in 2024 and $169.9 million in 2023. Our recurring non-interest income includes service charges on deposit accounts, other service charges and fees, trust fees, mortgage lending, insurance commissions, increase in cash value of life insurance, fair value adjustment for marketable securities and dividends.

Table 6 measures the various components of our non-interest income for the years ended December 31, 2025, 2024, and 2023, respectively, as well as changes for the years 2025 compared to 2024 and 2024 compared to 2023.

Table 6: Non-Interest Income

Years Ended December 31,2025 Change from 20242024 Change from 2023
202520242023
(Dollars in thousands)
Service charges on deposit accounts$40,168$39,223$39,207$9452.4%$16%
Other service charges and fees46,61043,00944,1883,6018.4(1,179)(2.7)
Trust fees19,71518,71717,8929985.38254.6
Mortgage lending income17,75015,78910,7381,96112.45,05147.0
Insurance commissions2,1582,1512,08670.3653.1
Increase in cash value of life insurance6,0614,8504,6551,21125.01954.2
Dividends from FHLB, FRB, FNBB & other10,71111,46211,642(751)(6.6)(180)(1.5)
Gain on sale of SBA loans642617278254.1339121.9
Gain on sale of branches, equipment and other assets, net7542,1021,507(1,348)(64.1)59539.5
(Loss) gain on OREO, net(161)(2,272)3322,11192.9(2,604)(784.3)
Fair value adjustment for marketable securities2,3972,971(1,094)(574)(19.3)4,065371.6
Other income51,70429,95538,50321,74972.6(8,548)(22.2)
Total non-interest income$198,509$168,574$169,934$29,93517.8%$(1,360)(0.8)%

Non-interest income increased $29.9 million, or 17.8%, to $198.5 million for the year ended December 31, 2025 from $168.6 million for the same period in 2024. The primary factors that resulted in this increase were the increases in other income, other service charges and fees, gain on OREO, net, mortgage lending income and cash value of life insurance, partially offset by the decrease in gain on sale of branches, equipment and other assets, net. Other factors were changes related to service charges on deposit accounts, trust fees, dividends from FHLB, FRB, FNBB & other and fair value adjustment for marketable securities.

Additional details for the year ended December 31, 2025 on some of the more significant changes are as follows:

•The $945,000 increase in service charges on deposit accounts is primarily related to an increase in overdraft fees.

•The $3.6 million increase in other service charges and fees is primarily due to increases in Centennial CFG property finance loan fees.

•The $998,000 increase in trust fees is primarily related to an increase in personal trust and IRA fees.

•The $2.0 million increase in mortgage lending income is primarily related to an increase in volume of secondary market loans.

•The $1.2 million increase in cash value of life insurance is primarily related to gains recognized in connection with a tax-free exchange of BOLI policies under Section 1035 of the Internal Revenue Code.

•The $751,000 decrease in dividends from FHLB, FRB, Bankers' Bank and other was primarily due to a lower volume of dividends from the FHLB and equity investments.

•The $1.3 million decrease in the level of gain on sale of branches, equipment and other assets, net, is primarily due to the sale of a building from our Texas region during 2024.

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•The $2.1 million decrease in loss on OREO is primarily due to revaluation of two OREO properties during 2024, partially offset by a loss on the sale of a building from our Florida region during 2025.

•The $574,000 decrease in the fair value adjustment for marketable securities is due to the changes in the fair value of marketable securities held by the Company.

•The $21.7 million increase in other income is primarily due to a $7.8 million increase in income for equity method investments, which includes a $7.4 million in special income from equity investments, a $6.6 million increase in income from a lawsuit settlement, a $2.0 million increase in recoveries on historic losses, a $1.9 million gain on redemption of subordinated debt, a $1.9 million increase in investment brokerage fee income, a $1.2 million increase in BOLI death benefit income, an $828,000 increase in building rental income and a $670,000 increase in miscellaneous income.

Non-interest income decreased $1.4 million, or 0.8%, to $168.6 million for the year ended December 31, 2024 from $169.9 million for the same period in 2023. The primary factors that resulted in this decrease were the decreases in other income and gain on OREO, net partially offset by the increases in mortgage lending income and the fair value adjustment for marketable securities. Other factors were changes related to service charges on deposit accounts, trust fees, and gain on sale of branches, equipment and other assets.

Additional details for the year ended December 31, 2024 on some of the more significant changes are as follows:

•The $1.2 million decrease in other service charges and fees is primarily due to decreases in Centennial CFG property finance loan fees and Mastercard income.

•The $825,000 increase in trust fees is primarily related to an increase in personal trust fees, employee trust fees, IRA fees and retirement fees.

•The $5.1 million increase in mortgage lending income is primarily related to an increase in volume of secondary market loans from the lower volume of loans during 2023.

•The $595,000 increase in gain on sale of branches, equipment and other assets, net, is primarily due to the sale of a building from our Texas region during 2024.

•The $2.6 million decrease in gain on OREO is primarily due to revaluation of two OREO properties during 2024.

•The $4.1 million increase in the fair value adjustment for marketable securities is due to the changes in the fair value of marketable securities held by the Company.

•The $8.5 million decrease in other income is primarily due to a $7.4 million reduction in income for equity method investments, a $2.9 million reduction in BOLI death benefit income and a $3.0 million decrease in recoveries on historic losses, partially offset by a $2.2 million increase in rental income from OREO and a $2.1 million increase in investment brokerage fee income.

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Non-Interest Expense

Non-interest expense consists of salaries and employee benefits, occupancy and equipment, data processing, and other expenses such as advertising, merger and acquisition expenses, amortization of intangibles, electronic banking expense, FDIC and state assessment, insurance, legal and accounting fees and other professional fees.

Table 7 below sets forth a summary of non-interest expense for the years ended December 31, 2025, 2024, and 2023, as well as changes for the years ended 2025 compared to 2024 and 2024 compared to 2023.

Table 7: Non-Interest Expense

Years Ended December 31,2025 Change from 20242024 Change from 2023
202520242023
(Dollars in thousands)
Salaries and employee benefits$252,868$241,022$256,966$11,8464.9%$(15,944)(6.2)%
Occupancy and equipment57,71058,03160,303(321)(0.6)(2,272)(3.8)
Data processing expense34,44636,49436,329(2,048)(5.6)1650.5
Merger expense580580100.0
Other operating expenses:
Advertising8,2457,0978,8501,14816.2(1,753)(19.8)
Amortization of intangibles8,0348,4439,685(409)(4.8)(1,242)(12.8)
Electronic banking expense12,87213,44414,313(572)(4.3)(869)(6.1)
Directors' fees1,6761,6391,814372.3(175)(9.6)
Due from bank service charges1,2921,1311,11516114.2161.4
FDIC and state assessment11,23815,38825,530(4,150)(27.0)(10,142)(39.7)
Insurance4,2023,6343,56756815.6671.9
Legal and accounting8,4248,9615,230(537)(6.0)3,73171.3
Other professional fees8,4098,1428,8152673.3(673)(7.6)
Operating supplies2,9542,6803,13827410.2(458)(14.6)
Postage2,0932,0602,081331.6(21)(1.0)
Telephone1,6041,8072,160(203)(11.2)(353)(16.3)
Other expense41,52236,96332,9674,55912.33,99612.1
Total non-interest expense$458,169$446,936$472,863$11,2332.5%$(25,927)(5.5)%

Non-interest expense increased $11.2 million, or 2.5%, to $458.2 million for the year ended December 31, 2025, from $446.9 million for the same period in 2024. The primary factors that resulted in this increase was the increase in salaries and employee benefits expense, advertising expense and other expenses, partially offset by the decrease in FDIC and state assessment expense and data processing expense. Other factors were changes related to merger expense and electronic banking expense.

Additional details for the year ended December 31, 2025 on some of the more significant changes are as follows:

•The $11.8 million increase in salaries and employee benefits expense is primarily due to an increase in incentive compensation as a result of an increase in revenue for the Company combined with the additional costs of doing business.

•The $2.0 million decrease in data processing expense is primarily due relationship credits received as a result of a new contract.

•The $580,000 increase in merger expense is due to costs associated with the anticipated acquisition of Mountain Commerce Bancorp.

•The $1.1 million increase in advertising expense is primarily due to an increase in the volume of advertising.

•The $572,000 decrease in electronic banking expense is primarily due to a decrease in consulting expenses, partially offset by an increase in interchange network expenses.

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•The $4.2 million decrease in FDIC and state assessment expense is primarily due to a reversal adjustment from restating call report uninsured deposits from December 2022 through December 2024, which lowered assessment expense by $1.5 million, as well as the FDIC special assessment being incurred during the second quarter of 2024. The FDIC special assessment was levied in order to recover the losses to the Deposit Insurance Fund associated with protecting uninsured depositors following the closures of Silicon Valley Bank and Signature Bank.

•The $4.6 million increase in other expenses is primarily due to $3.3 million in legal claims expense being recorded during the second quarter of 2025 and a $1.6 million increase in loan fee expenses.

Non-interest expense decreased $25.9 million, or 5.5%, to $446.9 million for the year ended December 31, 2024, from $472.9 million for the same period in 2023. The primary factors that resulted in this decrease was the decrease in merger expense, partially offset by increases in salaries and employee benefits expense and FDIC and state assessment expense. Other factors were changes related to occupancy and equipment expenses, data processing expenses, advertising expenses, amortization of intangibles, legal and accounting expenses and other expense.

Additional details for the year ended December 31, 2024 on some of the more significant changes are as follows:

•The $15.9 million decrease in salaries and employee benefits expense is primarily due to the Company's project to reduce the size of its workforce and a decrease in deferred loan costs.

•The $2.3 million decrease in occupancy and equipment expense is primarily due to decreases in lease, utility, maintenance and other occupancy expenses.

•The $1.8 million decrease in advertising expense is primarily due to a decrease in the volume of advertising.

•The $1.2 million decrease in amortization of intangibles is primarily due to the core deposit intangible from the Company's 2013 acquisition of Liberty Bank being fully amortized in 2023.

•The $869,000 decrease in electronic banking expense is primarily due to a decrease in debit card processing fees and interchange network expenses.

•The $10.1 million decrease in FDIC and state assessment expense is primarily due to the $13.0 million FDIC special assessment levied during the fourth quarter of 2023 in order to recover the losses to the Deposit Insurance Fund associated with protecting uninsured depositors following the closures of Silicon Valley Bank and Signature Bank, partially offset by the remaining portion of the FDIC special assessment being incurred during the second quarter of 2024.

•The $3.7 million increase in legal and accounting expense is primarily due to ongoing legal matters.

•The $673,000 decrease in other professional fees is primarily due to cost saving measures following the acquisition of Happy.

•The $4.0 million increase in other expenses is primarily related to an increase in OREO expense and miscellaneous costs, partially offset by decreases in travel expenses, reimbursable loan fees and other losses.

Income Taxes

During 2025, the Company lowered its marginal tax rate from 24.433% to 24.359%. In an effort to more accurately reflect legislative and current state income apportionment, the state tax rate was lowered to 4.252%. This lowered the blended rate to 24.359%. During 2024, the Company lowered its marginal tax rate from 24.989% to 24.433%. In an effort to more accurately reflect legislative and current state income apportionment, the state tax rate was lowered to 4.346%. This lowered the blended rate to 24.433%. During 2023, the Company increased its marginal tax rate from 24.6735% to 24.989%. In an effort to more accurately reflect legislative and current state income apportionment, the state tax rate was increased to 5.049%. This raised the blended rate to 24.989%.

Income tax expense increased $16.3 million, or 13.5%, to $136.4 million for the year ended December 31, 2025, from $120.1 million for 2024. Income tax expense increased $1.1 million, or 1.0%, to $120.1 million for the year ended December 31, 2024, from $119.0 million for 2023. The effective tax rates for the years ended December 31, 2025, 2024 and 2023 were 22.29%, 22.99% and 23.24%, respectively. The Company’s marginal tax rate was 24.359%, 24.433% and 24.989% for years ended December 31, 2025, 2024 and 2023, respectively.

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Financial Condition as of and for the Years Ended December 31, 2025 and 2024

Our total assets as of December 31, 2025 increased $391.1 million to $22.88 billion from the $22.49 billion reported as of December 31, 2024. The increase in total assets is primarily due to a $921.7 million increase in loans receivable, which was partially offset by a $243.0 million decrease in cash and cash equivalents and a $216.7 million decrease in investment securities resulting from paydowns and maturities. Our loan portfolio balance increased $921.7 million to $15.69 billion as of December 31, 2025, from $14.76 billion as of December 31, 2024. The increase in loans was due to $727.5 million in organic loan growth within our legacy footprint and $194.2 million of organic loan growth from our CFG franchise during 2025. Total deposits increased $333.7 million to $17.48 billion as of December 31, 2025 compared to $17.15 billion as of December 31, 2024. Subordinated debentures decreased by $160.0 million due to the Company completing the payoff of its $140.0 million 5.50% Fixed-to-Floating Rate Subordinated Notes due 2030 and the Company also repurchasing $20.0 million of its $300.0 million Fixed-to-Floating Rate Subordinated Notes due 2032 during the third quarter of 2025. FHLB and other borrowed funds decreased by $100.5 million, due to maturities of FHLB borrowings. Stockholders’ equity increased $335.8 million to $4.30 billion as of December 31, 2025, compared to $3.96 billion as of December 31, 2024. The increase in stockholders’ equity is primarily associated with the $475.4 million in net income and the $90.2 million in accumulated other comprehensive income, which were partially offset by the $158.9 million of shareholder dividends paid and the repurchase of $81.4 million of our common stock during 2025. The improvement in stockholders’ equity was 8.5% for the year ended December 31, 2025 compared to December 31, 2024.

Our total assets as of December 31, 2024 decreased $165.9 million to $22.49 billion from the $22.66 billion reported as of December 31, 2023. The decrease in total assets is primarily due to a $442.0 million decrease in investment securities resulting from paydowns and maturities and a $89.9 million decrease in cash and cash equivalents during the year. Our loan portfolio balance increased $339.8 million to $14.76 billion as of December 31, 2024, from $14.42 billion as of December 31, 2023. The increase in loans was due to $471.4 million in organic loan growth within our legacy footprint, which was partially offset by $131.7 million of organic loan decline from our CFG franchise during 2024. Total deposits increased $358.6 million to $17.15 billion as of December 31, 2024 compared to $16.79 billion as of December 31, 2023. Stockholders’ equity increased $170.0 million to $3.96 billion as of December 31, 2024, compared to $3.79 billion as of December 31, 2023. The increase in stockholders’ equity is primarily associated with the $402.2 million in net income, which was partially offset by the $150.0 million of shareholder dividends paid, the repurchase of $86.1 million of our common stock during 2024 and the $7.0 million decrease in accumulated other comprehensive income. The improvement in stockholders’ equity was 4.5% for the year ended December 31, 2024 compared to December 31, 2023.

Loan Portfolio

Our loan portfolio averaged $15.17 billion and $14.68 billion during the years ended December 31, 2025 and 2024, respectively. Loans receivable were $15.69 billion as of December 31, 2025 compared to $14.76 billion as of December 31, 2024, an increase of $921.7 million, or 6.2%.

During 2025, the Company experienced $921.7 million in organic loan growth. The $921.7 million in organic loan growth included $727.5 million in organic loan growth for our legacy footprint and $194.2 million of organic loan growth for Centennial CFG during 2025.

During 2024, the Company experienced $339.8 million in organic loan growth. The $339.8 million in organic loan growth included $471.4 million in organic loan growth for our legacy footprint, which was partially offset by $131.7 million of organic loan decline for Centennial CFG during 2024.

The most significant components of the loan portfolio were commercial real estate, residential real estate, consumer and commercial and industrial loans. These loans are generally secured by residential or commercial real estate or business or personal property. Although these loans are primarily originated within our franchises in Arkansas, Florida, Texas, South Alabama and Centennial CFG, the property securing these loans may not physically be located within our market areas of Arkansas, Florida, Texas, Alabama and New York. Loans receivable were approximately $3.70 billion, $4.55 billion, $3.94 billion, $105.9 million, $1.38 billion and $2.01 billion as of December 31, 2025 in Arkansas, Florida, Texas, Alabama, SPF and Centennial CFG, respectively.

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Table 8 presents our loans receivable balances by category as of December 31, 2025 and 2024.

Table 8: Loans Receivable

As of December 31,
20252024
(In thousands)
Real estate:
Commercial real estate loans:
Non-farm/non-residential$5,290,112$5,426,780
Construction/land development2,726,9932,736,214
Agricultural332,412336,993
Residential real estate loans:
Residential 1-4 family2,134,3341,956,489
Multifamily residential1,140,911496,484
Total real estate11,624,76210,952,960
Consumer1,253,7461,234,361
Commercial and industrial2,222,4012,022,775
Agricultural359,879367,251
Other225,421187,153
Total loans receivable$15,686,209$14,764,500

Commercial Real Estate Loans. We originate non-farm and non-residential loans (primarily secured by commercial real estate), construction/land development loans, and agricultural loans, which are generally secured by real estate located in our market areas. Our commercial mortgage loans are generally collateralized by first liens on real estate and amortized (where defined) over a 15 to 30-year period with balloon payments due at the end of one to five years. These loans are generally underwritten by assessing cash flow (debt service coverage), primary and secondary source of repayment, the financial strength of any guarantor, the strength of the tenant (if any), the borrower’s liquidity and leverage, management experience, ownership structure, economic conditions and industry specific trends and collateral. Generally, we will loan up to 85% of the value of improved property, 65% of the value of raw land and 75% of the value of land to be acquired and developed. A first lien on the property and assignment of lease is required if the collateral is rental property, with second lien positions considered on a case-by-case basis.

As of December 31, 2025, commercial real estate loans totaled $8.35 billion, or 53.2% of loans receivable, as compared to $8.50 billion, or 57.6% of loans receivable, as of December 31, 2024. Commercial real estate loans originated in our Arkansas, Florida, Texas, Alabama, SPF and Centennial CFG markets were $2.20 billion, $2.73 billion, $1.97 billion, $48.4 million, zero and $1.40 billion, respectively, at December 31, 2025.

As of December 31, 2025, we had $1.21 billion of construction/land development loans which were collateralized by land. This consisted of $41.8 million for raw land and $1.17 billion for land with commercial and/or residential lots.

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Table 9 presents the composition of the funded and unfunded balances of our CRE portfolio by loan type, as of December 31, 2025 and December 31, 2024, and their respective percentages of our total CRE portfolio.

Table 9: CRE Loan Concentrations

December 31, 2025
Funded Balance% of CRE LoansUnfunded Balance% of CRE Loans
(Dollars in thousands)
Non-Farm/Non-Residential:
Single Purpose Building$706,1778.5%$71,0633.3%
Office Building1,008,62912.196,0274.4
Hotel1,160,37813.913,1050.6
Industrial310,3763.736,6951.7
Retail503,9076.016,5130.8
Owner-Occupied (1)1,600,64519.2113,4295.2
Construction/Land Development:
Construction Residential-Spec403,0584.8289,13313.2
Residential Land Development414,5425.0168,9767.7
Construction Commercial267,7193.2309,53614.1
Construction Multi Family546,6076.5500,52022.9
Commercial Land Development777,8539.3115,4895.3
Construction Residential-Presold180,7212.2146,7706.7
Construction Hotel94,7121.1280,31412.8
Raw Land41,7810.5610
Agricultural (1)332,4124.027,8691.3
Total Commercial Real Estate (2)$8,349,517100.0%$2,186,049100.0%
December 31, 2024
Funded Balance% of CRE LoansUnfunded Balance% of CRE Loans
(Dollars in thousands)
Non-Farm/Non-Residential:
Single Purpose Building$829,6979.8%$64,9482.5%
Office Building1,070,45912.6107,7694.2
Hotel1,081,12012.724,6521.0
Industrial385,0724.529,5171.1
Retail507,4056.012,5790.5
Owner-Occupied (1)1,553,02718.2167,3996.5
Construction/Land Development:
Construction Residential-Spec433,9645.1330,11912.8
Residential Land Development537,6866.386,2003.4
Construction Commercial337,7274.0360,34014.0
Construction Multi Family556,1686.5908,97635.4
Commercial Land Development512,2846.099,1653.9
Construction Residential-Presold186,3252.2141,0475.5
Construction Hotel64,2390.8191,0887.4
Raw Land107,8211.38,2150.3
Agricultural (1)336,9934.038,9131.5
Total Commercial Real Estate (2)$8,499,987100.0%$2,570,927100.0%

(1)    Agriculture real estate loans and owner-occupied non-farm non-residential loans are not included within CRE for regulatory reporting purposes.

(2)     Excludes multi-family residential loans of $1.14 billion and $496.5 million as of December 31, 2025 and December 31, 2024, respectively, which are included in the residential real estate loans throughout the filing. Multi-family residential loans are included in CRE for regulatory purposes.

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Table 10 presents the composition of our CRE loan portfolio by the ten largest geographical locations of the collateral as of December 31, 2025 and December 31, 2024.

Table 10: Geographical Locations of CRE Loans

Top 10 Geographical States for CRE Loan Collateral Concentrations
FloridaTexasArkansasNew YorkCaliforniaGeorgiaAlabamaUtahPennsylvaniaTennesseeAll Other AreasTotal
As of December 31, 2025
Non-Farm/Non-Residential:
Single Purpose Building$221,682$165,311$227,874$$600$12,229$7,554$$$5,071$65,856$706,177
Office Building256,836404,75564,00162217,562130,6879,08619,229105,8511,008,629
Hotel602,220267,493118,8624,99924,08317,812124,9091,160,378
Industrial60,891148,44835,64020,75142,8751,771310,376
Retail140,082241,73241,75635,9361,02211,76040631,213503,907
Owner-Occupied (1)455,897499,183351,4716,55717,73227,13179,6086,262156,8041,600,645
Construction/Land Development:
Construction Residential - Spec136,751103,72641,319118,698912,473403,058
Residential Land Development140,16389,28646,11427,3151711,58376,7413,61529,554414,542
Construction Commercial48,96440,14071,38522,77531,01716,70114,63713,0119,089267,719
Construction Multi Family289,314508924104,94226732,923117,729546,607
Commercial Land Development194,88970,05226,108121,137119,33519,13315,74938,33211,640161,478777,853
Construction Residential - Presold62,59596,17019,6262,330180,721
Construction Hotel2,42432,06413,54918,81327,86294,712
Raw Land10,58110,61820,15823219241,781
Agricultural (1)47,080149,162116,3962,29717,477332,412
Total Commercial Real Estate (2)$2,670,369$2,318,648$1,181,634$373,173$259,073$205,057$168,750$129,710$99,104$91,741$852,258$8,349,517
Top 10 Geographical States for CRE Loan Collateral Concentrations
FloridaTexasArkansasNew YorkGeorgiaUtahAlabamaCaliforniaPennsylvaniaTennesseeAll Other AreasTotal
As of December 31, 2024
Non-Farm/Non-Residential:
Single Purpose Building$275,440$212,649$168,691$49,278$17,506$$6,494$429$$1,586$97,624$829,697
Office Building333,230355,79464,06250,09191,72318,93425,616131,0091,070,459
Hotel541,001263,64799,8304,94324,31918,57516,419112,3861,081,120
Industrial44,39291,34440,90857,55659,74519,94171,186385,072
Retail148,053252,08756,8854,15812,16643533,621507,405
Owner-Occupied (1)492,655431,489337,93521,05126,3145,74883,1996,911147,7251,553,027
Construction/Land Development:
Construction Residential - Spec150,143107,14941,299126,299828,992433,964
Residential Land Development148,897102,36951,865304165,6432,3292,46663,813537,686
Construction Commercial84,027111,19962,54915,15912,4511,1828769,19441,090337,727
Construction Multi Family240,25572,67632,812139,13019,32622837,88113,860556,168
Commercial Land Development118,72970,70031,84137,82040,0689,75250,03642,181111,157512,284
Construction Residential - Presold93,51761,53829,9371,022311186,325
Construction Hotel6,6939,79622,03613,5555,1527,00764,239
Raw Land9,0368,53731,6491,31134,38822,900107,821
Agricultural (1)32,589176,084106,6843,73617,900336,993
Total Commercial Real Estate (2)$2,718,657$2,327,058$1,178,983$484,434$208,526$178,094$166,794$146,287$109,919$100,654$880,581$8,499,987

(1)     Agriculture real estate loans and owner-occupied non-farm non-residential loans are not included within CRE for regulatory reporting purposes.

(2)     Excludes multi-family residential loans of $1.14 billion and $496.5 million as of December 31, 2025 and December 31, 2024, respectively, which are included in the residential real estate loans throughout the filing. Multi-family residential loans are included in CRE for regulatory purposes.

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Our loan policy states that in order to achieve a well-balanced, diversified credit portfolio, concentrations containing inappropriate or excessive risk are to be avoided. It is the goal of the Company to maintain a prudent diversification of loans. We define a concentration of credit as direct or indirect obligations according to the following guidelines: (i) concentrations of 25% or more of total risk-based capital by individual borrower, small, interrelated group of individuals, single repayment source or individual project; (ii) concentrations of 100% or more of total risk-based capital by industry or product line. As of December 31, 2025, we have not met the threshold for the concentration limits. In addition, the Bank's board of directors monitors the CRE loan portfolio for concentrations related to geography, industry, and collateral type and determines applicable guidelines. The Chief Lending Officer also reviews the portfolio periodically to determine if any concentrations exist and makes recommendations with respect to setting internal guidelines.

The Company also monitors key risk indicators ("KRIs") on a quarterly basis for the overall loan portfolio as well as specific KRIs for the CRE portfolio. The KRIs are tied to the Bank's appetite for credit risk which is reflected in the Bank's credit policy and underwriting criteria. The KRIs related to underwriting include loan downgrades by loan review, loan downgrades to classified levels and loan policy exceptions (loan to value, debt coverage ratio and credit score). The KRIs related to CRE loans include concentrations of construction and land loans, concentrations of total CRE loans, CRE loans in excess of loan to value guidelines and total real estate loans in excess of loan to value guidelines. The results of the KRI analysis are presented to the Bank's Asset Quality Committee on a quarterly basis. Any exceptions to established limits and thresholds are monitored and addressed in a timely manner as required by the Asset Quality Committee.

The Company has a CRE strategy and contingency plan which outlines the principles required to adequately manage our CRE exposures. It discusses the inherent risks within CRE lending, as well as the risks unique to specific lending activities and property taxes. In addition, the plan outlines internal limits related to CRE lending, reasoning for operating outside those limits, and provides for a contingency plan to reduce the CRE exposures under adverse economic conditions or other situations where it is deemed necessary to do so. The responsibility for monitoring the Company’s CRE strategy and contingency plan, and subsequent reporting to management and the Bank’s board of directors, lies with the Chief Lending Officer and the Asset Quality Committee. Within the CRE strategy and contingency plan, we established four adverse economic triggers to measure on an ongoing basis to attempt to determine when a change in CRE strategy might be warranted, at least from an external economic perspective. If one or a combination of these triggers have exceeded board approved thresholds, the Bank’s Executive Risk Committee will determine which action or combination of actions to take based on the specific situation. The potential actions are likely to focus on tightening/loosening of underwriting criteria, potential capital raises or loan distribution actions such as selling or participating loans. However, other action steps may be considered depending upon the specific situation. Based on our evaluation of economic conditions as of December 31, 2025, the Company believes our current underwriting standards and capital position remain adequate for addressing the risks to our CRE portfolio.

Residential Real Estate Loans. We originate one to four family, residential mortgage loans generally secured by property located in our primary market areas. Approximately 57.7% and 34.9% of our residential mortgage loans consist of owner occupied 1-4 family properties and non-owner occupied 1-4 family properties (rental), respectively, as of December 31, 2025, with the remaining 7.4% relating to condos and mobile homes. Residential real estate loans generally have a loan-to-value ratio of up to 90%. These loans are underwritten by giving consideration to many factors including the borrower’s ability to pay, stability of employment or source of income, debt-to-income ratio, credit history and loan-to-value ratio.

As of December 31, 2025, residential real estate loans totaled $3.28 billion, or 20.9%, of loans receivable, compared to $2.45 billion, or 16.6% of loans receivable, as of December 31, 2024. Residential real estate loans originated in our franchises in our Arkansas, Florida, Texas, Alabama, SPF and Centennial CFG markets were $743.5 million, $1.18 billion, $847.0 million, $47.7 million, zero and $462.6 million, respectively, at December 31, 2025.

Consumer Loans. Our consumer loans are composed of secured and unsecured loans originated by our bank, the primary portion of which consists of loans to finance USCG registered high-end sail and power boats within our SPF division The performance of consumer loans will be affected by the local and regional economies as well as the rates of personal bankruptcies, job loss, divorce and other individual-specific characteristics.

As of December 31, 2025, consumer loans totaled $1.25 billion, or 8.0% of loans receivable, compared to $1.23 billion, or 8.4% of loans receivable, as of December 31, 2024. Consumer loans originated in our Arkansas, Florida, Texas, Alabama, SPF and Centennial CFG markets were $18.0 million, $6.2 million, $7.4 million, $421,000, $1.22 billion and zero, respectively, at December 31, 2025.

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Commercial and Industrial Loans. Commercial and industrial loans are made for a variety of business purposes, including working capital, inventory, equipment and capital expansion. The terms for commercial loans are generally one to seven years. Commercial loan applications must be supported by current financial information on the borrower and, where appropriate, by adequate collateral. Commercial loans are generally underwritten by addressing cash flow (debt service coverage), primary and secondary sources of repayment, the financial strength of any guarantor, the borrower’s liquidity and leverage, management experience, ownership structure, economic conditions and industry specific trends and collateral. The loan to value ratio depends on the type of collateral. Generally speaking, accounts receivable are financed at between 50% and 80% of accounts receivable less than 60 days past due. Inventory financing will range between 50% and 80% (with no work in process) depending on the borrower and nature of inventory. We require a first lien position for those loans.

As of December 31, 2025, commercial and industrial loans totaled $2.22 billion, or 14.2% of loans receivable, which compared to $2.02 billion, or 13.7% of loans receivable, as of December 31, 2024. Commercial and industrial loans originated in our Arkansas, Florida, Texas, Alabama, SPF and Centennial CFG markets were $507.9 million, $609.5 million, $805.1 million, $9.4 million, $163.2 million and $127.3 million, respectively, at December 31, 2025.

Agricultural Loans. Agricultural loans include loans for financing agricultural production, including loans to businesses or individuals engaged in the production of timber, poultry, livestock or crops and are not categorized as part of real estate loans. Our agricultural loans are generally secured by farm machinery, livestock, crops, vehicles or other agricultural-related collateral. A portion of our portfolio of agricultural loans is comprised of loans to individuals which would normally be characterized as consumer loans except for the fact that the individual borrowers are primarily engaged in the production of timber, poultry, livestock or crops.

As of December 31, 2025, agricultural loans totaled $359.9 million, or 2.3% of loans receivable, compared to the $367.3 million, or 2.5% of loans receivable as of December 31, 2024. Agricultural loans originated in our Arkansas, Florida and Texas markets were $59.5 million, $55,000 and $300.3 million, respectively, and zero in our Alabama, SPF and Centennial CFG markets at December 31, 2025.

Other Loans. Other loans include obligations (other than securities and leases) of states and political subdivisions in the United States; loans to nondepository financial institutions; loans for purchasing or carrying securities, including margin loans; leases and all other loans excluding consumer loans. The performance of other loans will be affected by the local, regional and national economies as well as the performance of the financial markets.

As of December 31, 2025, other loans totaled $225.4 million, or 1.4% of loans receivable, compared to the 187,153, or 1.2% of loans receivable as of December 31, 2024. Other loans originated in our Arkansas, Florida, Texas and Centennial CFG markets were $163.5 million, $31.7 million, $5.4 million and $24.8 million, respectively, and zero in our Alabama and SPF markets at December 31, 2025.

Table 11 presents the distribution of the maturity of our total loans as of December 31, 2025. The table also presents the portion of our loans that have fixed interest rates and interest rates that fluctuate over the life of the loans based on changes in the interest rate environment.

The loans acquired during our acquisitions accrete interest income through accretion of the difference between the carrying amount of the loans and the expected cash flows. Increases in the credit quality or cash flows of loans (reflected as an adjustment to yield and accreted into income over the weighted-average life of the loans).

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Table 11: Maturity Distribution of Loan Portfolio and Interest Rate Detail of Loans Due After One Year

Maturity Distribution of Loan Portfolio
One Year or LessOver One Year Through Five YearsOver Five Years Through Fifteen YearsOver Fifteen YearsTotal Loans Receivable
(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential$1,544,437$2,606,196$925,248$214,231$5,290,112
Construction/land development1,213,4381,192,469152,380168,7062,726,993
Agricultural117,621116,97873,55124,262332,412
Residential real estate loans
Residential 1-4 family257,055429,436271,1201,176,7232,134,334
Multifamily residential515,230557,98951,51316,1791,140,911
Total real estate3,647,7814,903,0681,473,8121,600,10111,624,762
Consumer9,44523,630330,989889,6821,253,746
Commercial and industrial720,355904,420582,68414,9422,222,401
Agricultural285,27963,38710,663550359,879
Other27,666171,4937,93618,326225,421
Total loans receivable$4,690,526$6,065,998$2,406,084$2,523,601$15,686,209
Loans Due After One Year
Predetermined Interest RatesFloating or Adjustable Interest RatesTotal
(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential$1,482,487$2,263,188$3,745,675
Construction/land development140,9061,372,6491,513,555
Agricultural114,032100,759214,791
Residential real estate loans
Residential 1-4 family622,6601,254,6191,877,279
Multifamily residential265,555360,126625,681
Total real estate2,625,6405,351,3417,976,981
Consumer1,211,50332,7981,244,301
Commercial and industrial365,3721,136,6741,502,046
Agricultural22,98351,61774,600
Other84,778112,977197,755
Total loans receivable$4,310,276$6,685,407$10,995,683

Non-Performing Assets

We classify our problem loans into three categories: past due loans, special mention loans and classified loans (accruing and non-accruing).

When management determines that a loan is no longer performing, and that collection of interest appears doubtful, the loan is placed on non-accrual status. Generally, loans that are 90 days past due are placed on non-accrual status unless they are adequately secured and there is reasonable assurance of full collection of both principal and interest. Our management closely monitors all loans that are contractually 90 days past due, treated as “special mention” or otherwise classified or on non-accrual status.

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Purchased loans that have experienced more than insignificant credit deterioration since origination are PCD loans. An allowance for credit losses is determined using the same methodology as other loans. For PCD loans not individually analyzed for impairment, the Company develops separate PCD models for each loan segment. The initial allowance for credit losses determined on a collective basis is allocated to individual loans. The sum of the loan’s purchase price and allowance for credit losses becomes its initial amortized cost basis. The difference between the initial amortized cost basis and the par value of the loan is a non-credit discount or premium, which is amortized into interest income over the life of the loan. Subsequent changes to the allowance for credit losses are recorded through the provision for credit losses. The Company held approximately $52.2 million and $76.3 million in PCD loans, as of December 31, 2025 and 2024, respectively.

Table 12 sets forth information with respect to our non-performing assets as of December 31, 2025 and 2024. As of these dates, all non-performing restructured loans are included in non-accrual loans.

Table 12: Non-performing Assets

As of December 31,
20252024
(Dollars in thousands)
Non-accrual loans$78,002$93,853
Loans past due 90 days or more (principal or interest payments)6,9805,034
Total non-performing loans84,98298,887
Other non-performing assets
Foreclosed assets held for sale, net39,83143,407
Other non-performing assets63
Total other non-performing assets39,83143,470
Total non-performing assets$124,813$142,357
Allowance for credit losses to non-accrual loans381.51%293.95%
Allowance for credit losses to non-performing loans350.17278.99
Non-accrual loans to total loans0.500.64
Non-performing loans to total loans0.540.67
Non-performing assets to total assets0.550.63

Our non-performing loans are comprised of non-accrual loans and accruing loans that are contractually past due 90 days. Our bank subsidiary recognizes income principally on the accrual basis of accounting. When loans are classified as non-accrual, the accrued interest is charged off and no further interest is accrued, unless the credit characteristics of the loan improve. If a loan is determined by management to be uncollectible, the portion of the loan determined to be uncollectible is then charged to the allowance for credit losses.

As of December 31, 2025, our non-performing loans decreased to $85.0 million, or 0.54%, of total loans from $98.9 million, or 0.67%, of total loans as of December 31, 2024. The allowance for credit losses as a percentage of non-performing loans increased to 350.17% as of December 31, 2025, compared to 278.99% as of December 31, 2024. As of December 31, 2025, our non-performing assets decreased to $124.8 million, or 0.55%, of total assets from $142.4 million, or 0.63%, of total assets as of December 31, 2024.

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Table 13 below shows the non-performing loans and non-performing assets by region as of December 31, 2025 and December 31, 2024:

Table 13: Non-Performing Loans and Assets by Region

December 31, 2025
(in thousands)TexasArkansasCentennial CFGShore Premier FinanceFloridaAlabamaTotal
Non-accrual loans$24,234$18,234$787$10,048$24,645$54$78,002
Loans 90+ days past due2,3832913,2861,0206,980
Total non-performing loans$26,617$18,525$787$13,334$25,665$54$84,982
Foreclosed assets held for sale15,98877122,81226039,831
Total other non-performing assets15,98877122,81226039,831
Total non-performing assets$42,605$19,296$23,599$13,334$25,925$54$124,813
December 31, 2024
(in thousands)TexasArkansasCentennial CFGShore Premier FinanceFloridaAlabamaTotal
Non-accrual loans$23,494$18,448$7,390$5,537$38,778$206$93,853
Loans 90+ days past due4,1345383625,034
Total non-performing loans$27,628$18,986$7,390$5,537$39,140$206$98,887
Foreclosed assets held for sale13,92475722,7755,95143,407
Other non-performing assets6363
Total other non-performing assets13,98775722,7755,95143,470
Total non-performing assets$41,615$19,743$30,165$5,537$45,091$206$142,357

Debt restructuring generally occurs when a borrower is experiencing, or is expected to experience, financial difficulties in the near term. As a result, we will work with the borrower to prevent further difficulties, and ultimately to improve the likelihood of recovery on the loan. In those circumstances it may be beneficial to restructure the terms of a loan and work with the borrower for the benefit of both parties, versus forcing the property into foreclosure and having to dispose of it in an unfavorable and depressed real estate market. When we have modified the terms of a loan, we usually either reduce the monthly payment and/or interest rate for generally about three to twelve months. For our restructured loans that accrue interest at the time the loan is restructured, it would be a rare exception to have charged-off any portion of the loan. As of December 31, 2025, we had $98.7 million of restructured loans that are in compliance with the modified terms and are not reported as past due or non-accrual. Our Florida market contains $1.4 million, our Arkansas market contains $1.9 million, our Texas market contains $92.5 million and our SPF region contains $2.9 million of these restructured loans.

During the year ended December 31, 2025, the Company restructured approximately $5.0 million in loans to 13 borrowers. The ending balance of these loans as of December 31, 2025, was $4.9 million. The majority of the Bank’s restructured loans involve reducing the interest rate, changing from a principal and interest payment to interest-only, lengthening the amortization period, or a combination of some or all of the three. In addition, it is common for the Bank to seek additional collateral or guarantor support when modifying a loan. At December 31, 2025, the amount of restructured loans was $115.6 million. As of December 31, 2025, 85.4% of all restructured loans were performing to the terms of the restructure. Six of the $115.6 million in restructured loans held by the Company were considered to be collateral dependent as of December 31, 2025. The outstanding balance of these loans was $109.2 million, and the specific reserve was $3.7 million.

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Total foreclosed assets held for sale were $39.8 million as of December 31, 2025, compared to $43.4 million as of December 31, 2024 for a decrease of $3.6 million. The foreclosed assets held for sale as of December 31, 2025 are comprised of approximately $771,000 of assets located in Arkansas, $260,000 of assets located in Florida, $16.0 million located in Texas, zero located in Alabama, zero for SPF and $22.8 million of assets in our Centennial CFG market. The majority of the foreclosed assets held for sale is comprised of two properties. The first is an office building located in Santa Monica, California with a carrying value of $22.8 million. The second is an apartment complex which is under construction in Gunter, Texas with a carrying value of $14.8 million. These two properties account for $37.6 million of the balance of foreclosed assets held for sale at December 31, 2025.

Table 14 shows the summary of foreclosed assets held for sale as of December 31, 2025 and 2024.

Table 14: Total Foreclosed Assets Held for Sale

December 31
20252024
(In thousands)
Commercial real estate loans
Non-farm/non-residential$23,433$28,392
Construction/land development15,23013,391
Residential real estate loans
Residential 1-4 family1,1681,624
Total foreclosed assets held for sale$39,831$43,407

The Company had $219.4 million and $268.0 million in impaired loans (which includes loans individually analyzed for credit losses for which a specific reserve has been recorded, non-accrual loans, loans past due 90 days or more and restructured loans made to borrowers experiencing financial difficulty) as of December 31, 2025 and December 31, 2024, respectively. As of December 31, 2025, our Arkansas, Florida, Texas, Alabama, SPF and Centennial CFG markets accounted for approximately $28.8 million, $27.0 million, $149.5 million, $54,000, $13.3 million and $787,000, respectively, of the impaired loans.

As of December 31, 2025, the amortized cost balance for loans with a specific allocation was $71.3 million, and the specific allocation was $17.0 million. As of December 31, 2024, the amortized cost balance for loans with a specific allocation was $92.7 million, and the specific allocation was $23.8 million.

Past Due and Non-Accrual Loans

Table 15 shows the summary non-accrual loans as of December 31, 2025 and 2024:

Table 15: Total Non-Accrual Loans

As of December 31,
20252024
(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential$21,685$35,868
Construction/land development5,4443,702
Agricultural489559
Residential real estate loans
Residential 1-4 family24,14922,539
Multifamily residential10,92513,083
Total real estate62,69275,751
Consumer10,3266,178
Commercial and industrial3,76010,931
Agricultural & other1,224993
Total non-accrual loans$78,002$93,853

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If the non-accrual loans had been accruing interest in accordance with the original terms of their respective agreements, interest income of approximately $6.3 million for the year ended December 31, 2025, $7.4 million in 2024, and $5.4 million in 2023 would have been recorded. Interest income recognized on the non-accrual loans for the years ended December 31, 2025, 2024 and 2023 was considered immaterial.

Table 16 shows the summary of accruing past due loans 90 days or more as of December 31, 2025 and 2024:

Table 16: Total Loans Accruing Past Due 90 Days or More

As of December 31,
20252024
(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential$$304
Construction/land development405600
Residential real estate loans
Residential 1-4 family2,3211,835
Total real estate2,7262,739
Consumer3,29032
Commercial and industrial9642,263
Total loans accruing past due 90 days or more$6,980$5,034

Our total loans accruing past due 90 days or more and non-accrual loans to total loans was 0.54% and 0.67% as of December 31, 2025 and 2024, respectively.

Allowance for Credit Losses

Overview. The allowance for credit losses on loans receivable increased from $275.9 million as of December 31, 2024 to $297.6 million as of December 31, 2025. The specific reserve for loans individually analyzed for credit losses was $17.0 million on $186.5 million of individually analyzed loans as of December 31, 2025, compared to a reserve of $23.8 million on $209.8 million of individually analyzed loans as of December 31, 2024. The allowance for credit losses as a percentage of loans was 1.90% and 1.87% at December 31, 2025 and December 31, 2024, respectively.

Loans Collectively Evaluated for Credit Loss. Loans receivable collectively evaluated for credit loss increased by approximately $945.0 million from $14.55 billion at December 31, 2024 to $15.50 billion at December 31, 2025. The percentage of the allowance for credit losses allocated to loans receivable collectively evaluated for credit loss to the total loans collectively evaluated for impairment increased from 1.73% at December 31, 2024 to 1.81% at December 31, 2025.

Charge-offs and Recoveries. Total charge-offs decreased to $15.2 million for the year ended December 31, 2025, compared to $63.0 million for the year ended December 31, 2024. Total recoveries increased to $12.8 million for the year ended December 31, 2025, compared to $2.3 million for the same period in 2024. Net loans charged off for the years ended December 31, 2025 and 2024 were $2.4 million and $60.8 million, respectively. The increase in net charge-offs for the year ended December 31, 2024 was due to the asset quality cleanup project the Company completed in the fourth quarter of 2024.

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Table 17 below shows a summary of the charge-off detail by region for the years ended December 31, 2025 and December 31, 2024.

Table 17: Charge-Off Detail by Region

December 31, 2025
(in thousands)TexasArkansasCentennial CFGShore Premier FinanceFloridaAlabamaTotal
Charge-off$6,128$2,961$181$1,770$4,073$130$15,243
Recovery10,482871658347901112,846
Net (recoveries) charge-offs$(4,354)$2,090$(477)$1,736$3,283$119$2,397
December 31, 2024
(in thousands)TexasArkansasCentennial CFGShore Premier FinanceFloridaAlabamaTotal
Charge-off$51,251$5,952$2,195$1,751$1,836$51$63,036
Recovery77291122557202,282
Net charge-offs$50,479$5,041$2,195$1,729$1,279$31$60,754

While the 2025 charge-offs and recoveries consisted of many relationships, there was only one individual relationship that consisted of a charge-off greater than $1.0 million. This was a $2.2 million charge-off for a commercial real estate loan in our Florida market.

While the 2024 charge-offs and recoveries consisted of many relationships, there were seven individual relationships that consisted of charge-offs greater than $1.0 million. The first was a $26.1 million charge-off for a commercial real estate loan in our Texas market. The second was an $8.8 million charge-off for a commercial real estate loan in our Texas market. The third was a $6.5 million charge-off for a residential real estate loan in our Texas market. The fourth was a $3.0 million charge-off for a commercial and industrial loan in our Arkansas market. The fifth was a $2.0 million charge-off for a commercial and industrial loan in our Texas market. The sixth was a $2.0 million charge-off for a commercial and industrial loan in our Centennial CFG Market. The seventh was a $1.1 million charge-off for commercial real estate loan in our Texas market. As noted previously, the increase in charge-offs was primarily due to the asset quality cleanup project completed during the fourth quarter of 2024.

We have not charged off an amount less than what was determined to be the fair value of the collateral as presented in the appraisal, less estimated costs to sell (for collateral dependent loans), for any period presented. Loans partially charged-off are placed on non-accrual status until it is proven that the borrower's repayment ability with respect to the remaining principal balance can be reasonably assured. This is usually established over a period of 6-12 months of timely payment performance.

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Table 18 shows the allowance for credit losses, charge-offs and recoveries for loans as of and for the years ended December 31, 2025 and 2024.

Table 18: Analysis of Allowance for Credit Losses

As of December 31,
20252024
(Dollars in thousands)
Balance, beginning of year$275,880$288,234
Loans charged off
Real estate:
Commercial real estate loans:
Non-farm/non-residential3,03438,132
Construction/land development701,437
Residential real estate loans:
Residential 1-4 family631567
Multifamily residential6,500
Total real estate3,73546,636
Consumer2,3212,214
Commercial and industrial6,37711,089
Other2,8103,097
Total loans charged off15,24363,036
Recoveries of loans previously charged off
Real estate:
Commercial real estate loans:
Non-farm/non-residential8,70059
Construction/land development576221
Residential real estate loans:
Residential 1-4 family223180
Total real estate9,499460
Consumer118105
Commercial and industrial2,378628
Other8511,089
Total recoveries12,8462,282
Net loans charged off (recovered)2,39760,754
Provision for credit loss - loans24,10048,400
Balance, end of year$297,583$275,880
Net charge-offs (recoveries) to average loans receivable0.02%0.41%
Allowance for credit losses to total loans1.901.87
Allowance for credit losses to net charge-offs (recoveries)12,414.81454.09

Net charge-offs to average loans receivable were 0.02% and 0.41% as of December 31, 2025 and 2024, respectively. The low level of charge-offs for the year ended December 31, 2025, emphasize the Company's strong asset quality, and additional disclosure of net charge-offs to average loans outstanding by loan category is not considered necessary. Despite the higher level in net charge-offs for the year ended December 31, 2024, related to the asset quality cleanup project, the Company considers the level immaterial for additional disclosure of net charge-offs to average loans outstanding by loan category.

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Table 19 presents the allocation of allowance for credit losses as of December 31, 2025 and 2024.

Table 19: Allocation of Allowance for Credit Losses

December 31, 2025
20252024
Allowance Amount% ofloans(1)Allowance Amount% ofloans(1)
(Dollars in thousands)
Real estate:
Commercial real estate loans:
Non-farm/non- residential$74,17233.7%$88,14136.7%
Construction/land development48,02317.452,27118.5
Agricultural3,0482.13,1742.3
Residential real estate loans:
Residential 1-4 family46,29113.640,34713.2
Multifamily residential26,4017.310,4883.4
Total real estate197,93574.1194,42174.1
Consumer28,9938.027,5898.4
Commercial and industrial64,39614.248,33013.7
Agricultural1,5362.31,2912.5
Other4,7231.44,2491.3
Total$297,583100.0%$275,880100.0%

(1)Percentage of loans in each category to total loans receivable.

Investment Securities

Our securities portfolio is the second largest component of earning assets and provides a significant source of revenue. Securities within the portfolio are classified as held-to-maturity ("HTM"), available-for-sale ("AFS"), or trading based on the intent and objective of the investment and the ability to hold to maturity. Fair values of securities are based on quoted market prices where available. If quoted market prices are not available, estimated fair values are based on quoted market prices of comparable securities. The estimated effective duration of our securities portfolio was 4.9 years as of December 31, 2025.

Securities held-to-maturity, which include any security for which we have the positive intent and ability to hold until maturity, are reported at historical cost adjusted for amortization of premiums and accretion of discounts. Premiums and discounts are amortized/accreted to the call date to interest income using the constant effective yield method over the estimated life of the security. We had $1.26 billion and $1.28 billion of held-to-maturity securities at December 31, 2025 and 2024, respectively.

As of December 31, 2025, $1.10 billion, or 87.4%, were invested in obligations of state and political subdivisions, compared to $1.11 billion, or 86.8%, as of December 31, 2024. As of December 31, 2025, $43.8 million, or 3.5%, were invested in obligations of U.S. Government-sponsored enterprises, compared to $43.6 million, or 3.4%, as of December 31, 2024. As of December 31, 2025, $114.8 million, or 9.1%, were invested in U.S. Government-sponsored mortgage-backed securities, compared to $124.2 million, or 9.7%, as of December 31, 2024.

Securities available-for-sale are reported at fair value with unrealized holding gains and losses reported as a separate component of stockholders’ equity as other comprehensive income. Securities that are held as available-for-sale are used as a part of our asset/liability management strategy. Securities that may be sold in response to interest rate changes, changes in prepayment risk, the need to increase regulatory capital, and other similar factors are classified as available-for-sale. Available-for-sale securities were $2.87 billion and $3.07 billion as of December 31, 2025 and 2024, respectively.

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As of December 31, 2025, $1.21 billion, or 42.2%, of our available-for-sale securities were invested in U.S. government-sponsored mortgage-backed securities, compared to $1.32 billion, or 43.1%, of our available-for-sale securities as of December 31, 2024. To reduce our income tax burden, $887.8 million, or 30.9%, of our available-for-sale securities portfolio as of December 31, 2025, were primarily invested in tax-exempt obligations of state and political subdivisions, compared to $870.4 million, or 28.3%, of our available-for-sale securities as of December 31, 2024. We had $240.8 million, or 8.4%, invested in obligations of U.S. Government-sponsored enterprises as of December 31, 2025, compared to $284.8 million, or 9.3%, of our available-for-sale securities as of December 31, 2024. We had $157.8 million, or 5.5%, invested in non-government-sponsored asset backed securities as of December 31, 2025, compared to $225.6 million, or 7.3%, of our available-for-sale securities as of December 31, 2024. As of December 31, 2025, $145.7 million, or 5.1%, of our available-for-sale securities were invested in private mortgage-backed securities, compared to $171.4 million, or 5.6%, of our available-for-sale securities as of December 31, 2024. Also, we had approximately $226.8 million, or 7.9%, invested in other securities as of December 31, 2025, compared to $195.8 million, or 6.4% of our available-for-sale securities as of December 31, 2024.

During the year ended December 31, 2025, the Company recovered $2.2 million in AFS reserves due to an upgrade in the credit quality of the subordinated debt investment securities for which an allowance had been previously recorded. During the year ended December 31, 2024, the Company recovered $330,000 in AFS reserves due to an improvement in the unrealized loss position of one of the Company's subordinated debt investments. During the year ended December 31, 2023, one of the Company’s AFS subordinated debt investment securities was downgraded below investment grade. As result, the Company wrote down the value of the investment to its unrealized loss position, which required a $1.7 million provision, but the remaining $842,000 allowance for credit losses on AFS investments associated with certain securities in the subordinated debt portfolio within the banking sector was considered adequate.

At December 31, 2025, 2024 and 2023, the $2.0 million allowance for credit losses for the held-to-maturity portfolio was considered adequate. No additional provision for credit losses was considered necessary for the HTM portfolio.

Table 20 presents the carrying value and fair value of available-for-sale and held-to-maturity investment securities as of December 31, 2025 and 2024.

Table 20: Investment Securities

December 31, 2025
Amortized CostAllowance for Credit LossesNet Carrying AmountGross Unrealized GainsGross Unrealized LossesFair Value
(In thousands)
Available-for-sale
U.S. government-sponsored enterprises$246,891$$246,891$998$(7,107)$240,782
U.S. government-sponsored mortgage-backed securities1,345,4691,345,4691,478(133,999)1,212,948
Private mortgage-backed securities152,578152,578126(6,984)145,720
Non-government-sponsored asset backed securities158,446158,446325(927)157,844
State and political subdivisions951,822951,8221,419(65,403)887,838
Other securities233,614233,6142,147(8,962)226,799
Total$3,088,820$$3,088,820$6,493$(223,382)$2,871,931
December 31, 2025
Amortized CostAllowance for Credit LossesNet Carrying AmountGross Unrealized GainsGross Unrealized LossesFair Value
(In thousands)
Held-to-maturity
U.S. government-sponsored enterprises$43,841$$43,841$$(1,391)$42,450
U.S. government-sponsored mortgage-backed securities114,813114,813400(3,258)111,955
State and political subdivisions1,102,613(2,005)1,100,60871(94,032)1,006,647
Total$1,261,267$(2,005)$1,259,262$471$(98,681)$1,161,052

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December 31, 2024
Amortized CostAllowance for Credit LossesNet Carrying AmountGross Unrealized GainsGross Unrealized LossesFair Value
(In thousands)
Available-for-sale
U.S. government-sponsored enterprises$297,698$$297,698$1,164$(14,072)$284,790
U.S. government-sponsored mortgage-backed securities1,527,4631,527,463760(203,539)1,324,684
Private mortgage-backed securities184,643184,643(13,249)171,394
Non-government-sponsored asset backed securities228,751228,751331(3,434)225,648
State and political subdivisions956,055956,055335(86,029)870,361
Other securities215,662(2,195)213,467576(18,281)195,762
Total$3,410,272$(2,195)$3,408,077$3,166$(338,604)$3,072,639
December 31, 2024
Amortized CostAllowance for Credit LossesNet Carrying AmountGross Unrealized GainsGross Unrealized LossesFair Value
(In thousands)
Held-to-maturity
U.S. government-sponsored enterprises$43,560$$43,560$$(3,021)$40,539
U.S. government-sponsored mortgage-backed securities124,169124,169(6,695)117,474
State and political subdivisions1,109,480(2,005)1,107,47539(122,587)984,927
Total$1,277,209$(2,005)$1,275,204$39$(132,303)$1,142,940

Table 21 reflects the amortized cost and estimated fair value of available-for-sale and held-to-maturity securities as of December 31, 2025 and 2024, by contractual maturity as well as the weighted-average yields (for tax-exempt obligations on a fully taxable equivalent basis) of those securities by contractual maturity. Expected maturities could differ from contractual maturities because borrowers may have the right to call or prepay obligations, with or without call or prepayment penalties.

Table 21: Maturity and Yield Distribution of Investment Securities

December 31, 2025
1 Year or Less1 Year Through 5 Years5 Years Through 10 YearsOver 10 YearsMonthly Amortizing SecuritiesTotal Amortized CostTotal Fair Value
(Dollars in thousands)
Available-for-sale
U.S. government-sponsored enterprises$42,979$132,035$21,034$50,843$$246,891$240,782
U.S. government-sponsored mortgage-backed securities1,345,4691,345,4691,212,948
Private mortgage-backed securities152,578152,578145,720
Non-government-sponsored asset backed securities158,446158,446157,844
State and political subdivisions7,58765,981179,067699,187951,822887,838
Other securities5,12548,679172,4037,407233,614226,799
Total$55,691$246,695$372,504$757,437$1,656,493$3,088,820$2,871,931
Percentage of total amortized cost1.8%8.0%12.1%24.5%53.6%100.0%

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December 31, 2025
1 Year or Less1 Year Through 5 Years5 Years Through 10 YearsOver 10 YearsMonthly Amortizing SecuritiesTotal Amortized CostTotal Fair Value
(Dollars in thousands)
Held-to-maturity
U.S. government-sponsored enterprises$$29,600$14,241$$$43,841$42,450
U.S. government-sponsored mortgage-backed securities114,813114,813111,955
State and political subdivisions81,573356,287664,7531,102,6131,006,647
Total$$111,173$370,528$664,753$114,813$1,261,267$1,161,052
Percentage of total amortized cost%8.8%29.4%52.7%9.1%100.0%
December 31, 2025
1 Year or Less1 Year Through 5 Years5 Years Through 10 YearsOver 10 YearsMonthly Amortizing SecuritiesTax Equivalent Yield
(Dollars in thousands)
Available-for-sale
U.S. government-sponsored enterprises1.32%2.31%5.08%5.49%%3.03%
U.S. government-sponsored mortgage-backed securities2.662.66
Private mortgage-backed securities3.753.75
Non-government-sponsored asset backed securities5.015.01
State and political subdivisions2.893.133.753.023.16
Other securities4.524.435.135.004.96
Held-to-maturity
U.S. government-sponsored enterprises%3.36%2.33%%%3.03%
U.S. government-sponsored mortgage-backed securities4.324.32
State and political subdivisions3.183.433.733.64
December 31, 2024
1 Year or Less1 Year Through 5 Years5 Years Through 10 YearsOver 10 YearsMonthly Amortizing SecuritiesTotal Amortized CostTotal Fair Value
(Dollars in thousands)
Available-for-sale
U.S. government-sponsored enterprises$9,034$167,797$50,608$70,259$$297,698$284,790
U.S. government-sponsored mortgage-backed securities1,527,4631,527,4631,324,684
Private mortgage-backed securities184,643184,643171,394
Non-government-sponsored asset backed securities228,751228,751225,648
State and political subdivisions5,68751,211167,514731,643956,055870,361
Other securities3,01155,940146,32110,390215,662195,762
Total$17,732$274,948$364,443$812,292$1,940,857$3,410,272$3,072,639
Percentage of total amortized cost0.5%8.1%10.7%23.8%56.9%100.0%

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December 31, 2024
1 Year or Less1 Year Through 5 Years5 Years Through 10 YearsOver 10 YearsMonthly Amortizing SecuritiesTotal Amortized CostTotal Fair Value
(Dollars in thousands)
Held-to-maturity
U.S. government-sponsored enterprises$$14,455$29,105$$$43,560$40,539
U.S. government-sponsored mortgage-backed securities124,169124,169117,474
State and political subdivisions41,372336,948731,1601,109,480984,927
Total$$55,827$366,053$731,160$124,169$1,277,209$1,142,940
Percentage of total amortized cost%4.4%28.7%57.2%9.7%100.0%
December 31, 2024
1 Year or Less1 Year Through 5 Years5 Years Through 10 YearsOver 10 YearsMonthly Amortizing SecuritiesTax Equivalent Yield
(Dollars in thousands)
Available-for-sale
U.S. government-sponsored enterprises0.76%2.40%4.10%5.87%%3.49%
U.S. government-sponsored mortgage-backed securities2.702.70
Private mortgage-backed securities3.813.81
Non-government-sponsored asset backed securities5.025.02
State and political subdivisions3.343.033.742.883.04
Other securities4.184.324.974.31
Held-to-maturity
U.S. government-sponsored enterprises%2.42%3.34%%%3.03%
U.S. government-sponsored mortgage-backed securities4.304.30
State and political subdivisions3.193.383.723.60

The weighted average tax-equivalent yield is calculated by multiplying the carried book value by the tax-equivalent yield for each security and is then grouped by investment type and maturity. Tax-exempt obligations have been computed on a tax-equivalent basis. Taxable-equivalent adjustments are the result of increasing income from tax-free investments by an amount equal to the taxes that would be paid if the income were fully taxable, thus making tax-exempt yields comparable to taxable asset yields. Taxable equivalent adjustments were based upon 24.359% and 24.433% income tax rates for 2025 and 2024, respectively. In 2025, $30.9 million of interest income on debt securities was excluded from Federal taxation, and $8.0 million was excluded from state taxation. In 2024, $31.0 million of interest income on debt securities was excluded from Federal taxation, and $13.1 million was excluded from state taxation.

Deposits

Our deposits averaged $17.32 billion for the year ended December 31, 2025 and $16.85 billion for 2024. Total deposits increased $333.7 million, or 1.9%, to $17.48 billion as of December 31, 2025, from $17.15 billion as of December 31, 2024. Uninsured deposits including related interest accrued and unpaid were $8.77 billion as of December 31, 2025 compared to $8.39 billion as of December 31, 2024. Deposits are our primary source of funds. We offer a variety of products designed to attract and retain deposit customers. Those products consist of checking accounts, regular savings deposits, NOW accounts, money market accounts and certificates of deposit. Deposits are gathered from individuals, partnerships and corporations in our market areas. In addition, we obtain deposits from state and local entities and, to a lesser extent, U.S. Government and other depository institutions.

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Our policy also permits the acceptance of brokered deposits. From time to time, when appropriate in order to fund strong loan demand, we accept brokered time deposits, generally in denominations of less than $250,000, from a regional brokerage firm, and other national brokerage networks. We also participate in the One-Way Buy Insured Cash Sweep (“ICS”) service and similar services, which provide for one-way buy transactions among banks for the purpose of purchasing cost-effective floating-rate funding without collateralization or stock purchase requirements. Management believes these sources represent a reliable and cost-efficient alternative funding source for the Company. However, to the extent that our condition or reputation deteriorates, or to the extent that there are significant changes in market interest rates which we do not elect to match, we may experience an outflow of brokered deposits. In that event we would be required to obtain alternate sources for funding.

Table 22 reflects the classification of the brokered deposits as of December 31, 2025 and 2024.

Table 22: Brokered Deposits

December 31, 2025December 31, 2024
(In thousands)
Insured Cash Sweep and Other Transaction Accounts$435,678$448,442
Total Brokered Deposits$435,678$448,442

The interest rates paid are competitively priced for each particular deposit product and structured to meet our funding requirements. We will continue to manage interest expense through deposit pricing. We may allow higher rate deposits to run off during periods of limited loan demand. We believe that additional funds can be attracted, and deposit growth can be realized through deposit pricing if we experience increased loan demand or other liquidity needs.

The Federal Reserve Board sets various benchmark rates, including the Federal Funds rate, and thereby influences the general market rates of interest, including the deposit and loan rates offered by financial institutions. The Federal Reserve reduced the target rate three times during 2024. First, on September 18, 2024, the Federal Reserve reduced the target rate to 4.75% to 5.00%, second, on November 7, 2024, the target rate was reduced to 4.50% to 4.75% and third, on December 18, 2024, the target rate was reduced to 4.25% to 4.50%. The Federal Reserve reduced the target rate three times during 2025. First, on September 17, 2025, the Federal Reserve reduced the target rate to 4.00% to 4.25%, second, on October 29, 2025, the target rate was reduced to 3.75% to 4.00% and third, on December 10, 2025, the target rate was reduced to 3.50% to 3.75%.

Table 23 reflects the classification of the average deposits and the average rate paid on each deposit category which is in excess of 10 percent of average total deposits, for the years ended December 31, 2025, 2024, and 2023.

Table 23: Average Deposit Balances and Rates

Years Ended December 31,
202520242023
Average AmountAverage Rate PaidAverage AmountAverage Rate PaidAverage AmountAverage Rate Paid
(Dollars in thousands)
Non-interest-bearing transaction accounts$3,961,332%$4,029,684%$4,599,241%
Interest-bearing transaction accounts10,388,4042.619,953,7842.979,905,6962.51
Savings deposits1,103,5370.711,124,2190.841,256,5480.78
Time deposits:
$100,000 or more1,298,0753.821,150,7374.28822,9773.17
Other time deposits566,5993.30596,5653.75461,1792.46
Total$17,317,9472.00%$16,854,9892.23%$17,045,6411.74%

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Table 24 presents our maturities of time deposits as of December 31, 2025 and December 31, 2024.

Table 24: Maturities of Time Deposits

As of December 31,
20252024
InsuredUninsuredTotalInsuredUninsuredTotal
(Dollars in thousands)
Maturing
Three months or less$474,969$213,325$688,294$470,966$258,182$729,148
Over three months to six months267,73691,618359,354275,91796,544372,461
Over six months to 12 months249,951204,412454,363313,341267,888581,229
Over 12 months85,557231,156316,71396,65912,835109,494
Total$1,078,213$740,511$1,818,724$1,156,883$635,449$1,792,332

Securities Sold Under Agreements to Repurchase

We enter into short-term purchases of securities under agreements to resell (resale agreements) and sales of securities under agreements to repurchase (repurchase agreements) of substantially identical securities. The amounts advanced under resale agreements and the amounts borrowed under repurchase agreements are carried on the balance sheet at the amount advanced. Interest incurred on repurchase agreements is reported as interest expense. Securities sold under agreements to repurchase decreased $6.5 million, or 4.0%, from $162.4 million as of December 31, 2024 to $155.8 million as of December 31, 2025.

FHLB and Other Borrowed Funds

The Company’s FHLB borrowed funds, which are secured by our loan portfolio, were $500.0 million and $600.0 million at December 31, 2025 and 2024, respectively. At December 31, 2025, $100.0 million and $400.0 million balance was classified as short-term and long-term advances, respectively. At December 31, 2024, $100.0 million and $500.0 million balance was classified as short-term and long-term advances, respectively. The FHLB advances mature from 2026 to 2037 with fixed interest rates ranging from 3.37% to 4.84% and are secured by loans and investments securities. Expected maturities could differ from contractual maturities because the FHLB has the right to call or the Company has the right to prepay certain obligations.

Other borrowed funds were $250,000 as of December 31, 2025 and were classified as short-term advances. Other borrowed funds were $750,000 as of December 31, 2024 and were classified as short-term advances. During the fourth quarter of 2024, the Company paid off its $700.0 million advance from the Federal Reserve's Bank Term Funding Program ("BTFP").

Additionally, the Company had $1.48 billion and $1.22 billion at December 31, 2025 and 2024, respectively, in letters of credit under a FHLB blanket borrowing line of credit, which are used to collateralize public deposits at December 31, 2025 and 2024, respectively.

Subordinated Debentures

Subordinated debentures were $279.3 million and $439.2 million as of December 31, 2025 and 2024, respectively.

On July 31, 2025, the Company completed the payoff of its $140.0 million in aggregate principal amount of 5.500% Fixed-to-Floating Rate Subordinated Notes due 2030 (the "2030 Notes") acquired from Happy on April 1, 2022, for which the Company had recorded a value of approximately $144.4 million, including fair value adjustments. Each 2030 Note was redeemed pursuant to the terms of the Subordinated Indenture, dated as of July 30, 2020, between the Company and UMB Bank, the Trustee for the 2030 Notes, at the redemption price of 100% of its principal amount, plus accrued and unpaid interest to, but excluding, the redemption date.

Prior to their redemption, the 2030 Notes were unsecured, subordinated debt obligations of the Company and were scheduled to mature on July 31, 2030. From and including the date of issuance to, but excluding July 31, 2025 or the date of earlier redemption, the 2030 Notes bore interest at an initial rate of 5.50% per annum, payable in arrears on January 31 and July 31 of each year. From and including July 31, 2025 to, but excluding, the maturity date or earlier redemption, the 2030 Notes were to bear interest at a floating rate equal to the Benchmark rate (which is expected to be 3-month Secured Overnight Funding Rate ("SOFR")), each as defined in and subject to the provisions of the applicable supplemental indenture for the 2030 Notes, plus 5.345%, payable quarterly in arrears on January 31, April 30, July 31, and October 31 of each year, commencing on October 31, 2025.

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The Company was permitted, beginning with the interest payment date of July 31, 2025, and on any interest payment date thereafter, to redeem the 2030 Notes, in whole or in part, subject to prior approval of the Federal Reserve if then required, at a redemption price equal to 100% of the principal amount of the 2030 Notes to be redeemed plus accrued and unpaid interest to but excluding the date of redemption. The Company was also permitted to redeem the 2030 Notes at any time, including prior to July 31, 2025, at the Company’s option, in whole but not in part, subject to prior approval of the Federal Reserve if then required, if certain events occurred that could impact the Company’s ability to deduct interest payable on the 2030 Notes for U.S. federal income tax purposes or preclude the 2030 Notes from being recognized as Tier 2 capital for regulatory capital purposes, or if the Company was required to register as an investment company under the Investment Company Act of 1940, as amended. In each case, the redemption would be at a redemption price equal to 100% of the principal amount of the 2030 Notes plus any accrued and unpaid interest to, but excluding, the redemption date.

On January 18, 2022, the Company completed an underwritten public offering of $300.0 million in aggregate principal amount of its 3.125% Fixed-to-Floating Rate Subordinated Notes due 2032 (the “2032 Notes”) for net proceeds, after underwriting discounts and issuance costs of approximately $296.4 million. The 2032 Notes are unsecured, subordinated debt obligations of the Company and will mature on January 30, 2032. From and including the date of issuance to, but excluding January 30, 2027 or the date of earlier redemption, the 2032 Notes will bear interest at an initial rate of 3.125% per annum, payable in arrears on January 30 and July 30 of each year. From and including January 30, 2027 to, but excluding, the maturity date or earlier redemption, the 2032 Notes will bear interest at a floating rate equal to the Benchmark rate (which is expected to be Three-Month Term SOFR)), each as defined in and subject to the provisions of the applicable supplemental indenture for the 2032 Notes, plus 182 basis points, payable quarterly in arrears on January 30, April 30, July 30, and October 30 of each year, commencing on April 30, 2027.

The Company may, beginning with the interest payment date of January 30, 2027, and on any interest payment date thereafter, redeem the 2032 Notes, in whole or in part, subject to prior approval of the Federal Reserve if then required, at a redemption price equal to 100% of the principal amount of the 2032 Notes to be redeemed plus accrued and unpaid interest to but excluding the date of redemption. The Company may also redeem the 2032 Notes at any time, including prior to January 30, 2027, at the Company’s option, in whole but not in part, subject to prior approval of the Federal Reserve if then required, if certain events occur that could impact the Company’s ability to deduct interest payable on the 2032 Notes for U.S. federal income tax purposes or preclude the 2032 Notes from being recognized as Tier 2 capital for regulatory capital purposes, or if the Company is required to register as an investment company under the Investment Company Act of 1940, as amended. In each case, the redemption would be at a redemption price equal to 100% of the principal amount of the 2032 Notes plus any accrued and unpaid interest to, but excluding, the redemption date.

On September 4, 2025, the Company repurchased $20.0 million of the 2032 Notes in an open-market transaction. The repurchase resulted in a $1.9 million gain.

Stockholders’ Equity

Stockholders’ equity increased $335.8 million to $4.30 billion as of December 31, 2025, compared to $3.96 billion as of December 31, 2024. The increase in stockholders’ equity is primarily associated with the $475.4 million in net income and the $90.2 million in accumulated other comprehensive income, which were partially offset by the $158.9 million of shareholder dividends paid and the repurchase of $81.4 million of our common stock during 2025. The improvement in stockholders’ equity was 8.5% for the year ended December 31, 2025 compared to December 31, 2024. As of December 31, 2025 and 2024, our equity to asset ratio was 18.78% and 17.61%, respectively. Book value per common share was $21.88 at December 31, 2025 compared to $19.92 at December 31, 2024.

Common Stock Cash Dividends. We declared cash dividends on our common stock of $0.805, $0.75 and $0.72 per share for the years ended December 31, 2025, 2024 and 2023, respectively. The common stock dividend payout ratio for the year ended December 31, 2025, 2024 and 2023 was 33.43%, 37.29% and 37.13% respectively.

Stock Repurchase Program. On January 17, 2025, the Board of Directors (the “Board”) of the Company authorized an increase in the shares of the Company’s common stock available for repurchase under its stock repurchase program, which was originally approved by the Board in January 2008 and most recently amended in January 2021, to renew the authorization to 20,000,000 shares. During 2025, the Company repurchased a total of 2,890,706 shares with a weighted-average stock price of $28.13 per share. The 2025 earnings were used to fund the repurchases during the year. Shares repurchased under the program as of December 31, 2025 total 29,398,213 shares. The remaining balance available for repurchase was 17,109,294 shares at December 31, 2025.

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Liquidity and Capital Adequacy Requirements

Parent Company Liquidity. The primary sources for payment of our operating expenses and dividends are current cash on hand ($415.4 million as of December 31, 2025), dividends received from our bank subsidiary and a $20.0 million unfunded line of credit with another financial institution.

Bank Liquidity. At December 31, 2025, we held $1.94 billion in assets that could be used for liquidity purposes, which we refer to as net available internal liquidity. This balance consisted of $1.40 billion in unpledged investment securities which could be used for additional secured borrowing capacity, $385.1 million in cash on deposit with the Federal Reserve Bank ("FRB") and $147.6 million in other liquid cash accounts.

Consistent with our practice of maintaining access to significant external liquidity, we had $4.02 billion in net available sources of borrowed funds, which we refer to as net available external liquidity, as of December 31, 2025. This included $5.75 billion in total borrowing capacity with the Federal Home Loan Bank ("FHLB"), of which $1.98 billion has been drawn upon in the ordinary course of business, resulting in $3.77 billion in net available liquidity with the FHLB as of December 31, 2025. The $1.98 billion consisted of $500.0 million in outstanding FHLB advances and $1.48 billion used for pledging purposes. We also had access to approximately $162.9 million available borrowing capacity from the Discount Window. As of December 31, 2025, the Company also had access to $35.0 million from First National Bankers’ Bank ("FNBB"), and $55.0 million from other various external sources.

Overall, we had $5.96 billion net available liquidity as of December 31, 2025, which consisted of $1.94 billion of net available internal liquidity and $4.02 billion in net available external liquidity.

Table 25 reflects the details on our available liquidity as of December 31, 2025.

Table 25: Available Liquidity

(in thousands)Total AvailableAmount UsedNet Availability
Internal Sources
Unpledged investment securities (market value)$1,403,768$$1,403,768
Cash at FRB385,079385,079
Other liquid cash accounts147,579147,579
Total Internal Liquidity1,936,4261,936,426
External Sources
FHLB5,747,7331,977,5753,770,158
FRB Discount Window162,894162,894
FNBB35,00035,000
Other55,00055,000
Total External Liquidity6,000,6271,977,5754,023,052
Total Available Liquidity$7,937,053$1,977,575$5,959,478

We have continued to limit our exposure to uninsured deposits and have been actively monitoring this exposure. As of December 31, 2025, we held approximately $8.77 billion in uninsured deposits of which $943.7 million were intercompany subsidiary deposit balances and $3.26 billion were collateralized deposits, for a net position of $4.56 billion. This represents approximately 26.1% of total deposits. In addition, net available liquidity exceeded uninsured and uncollateralized deposits by $1.40 billion.

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Table 26 presents our uninsured deposit detail as of December 31, 2025.

Table 26: Uninsured Deposits

(in thousands)As of December 31, 2025
Uninsured Deposits$8,765,483
Intercompany Subsidiary and Affiliate Balances943,716
Collateralized Deposits3,261,584
Net Uninsured Position$4,560,183
Total Available Liquidity$5,959,478
Net Uninsured Position4,560,183
Net Available Liquidity in Excess of Uninsured Deposits$1,399,295

Risk-Based Capital. We, as well as our bank subsidiary, are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and other discretionary actions by regulators that, if enforced, could have a direct material effect on our financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. Our capital amounts and classifications are also subject to qualitative judgments by the regulators as to components, risk weightings and other factors.

In July 2013, the Federal Reserve Board and the other federal bank regulatory agencies issued a final rule to revise their risk-based and leverage capital requirements and their method for calculating risk-weighted assets to make them consistent with the agreements that were reached by the Basel Committee on Banking Supervision in “Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems” and certain provisions of the Dodd-Frank Act (“Basel III”). Basel III applies to all depository institutions, bank holding companies with total consolidated assets of $500 million or more, and savings and loan holding companies. Basel III became effective for the Company and its bank subsidiary on January 1, 2015. Basel III limits a banking organization’s capital distributions and certain discretionary bonus payments if the banking organization does not hold a “capital conservation buffer” of 2.5% of common equity Tier 1 capital to risk-weighted assets, which is in addition to the amount necessary to meet its minimum risk-based capital requirements.

Basel III amended the prompt corrective action rules to incorporate a common equity Tier 1 ("CET1") capital requirement and to raise the capital requirements for certain capital categories. In order to be adequately capitalized for purposes of the prompt corrective action rules, a banking organization is required to have at least a 4.5% CET1 risk-based capital ratio, a 4% Tier 1 leverage ratio, a 6% Tier 1 risk-based capital ratio and an 8% total risk-based capital ratio.

Quantitative measures established by regulation to ensure capital adequacy require us to maintain minimum amounts and ratios (set forth in the table below) of total and Tier 1 capital to risk-weighted assets, and of Tier 1 capital to average assets. Management believes that, as of December 31, 2025 and December 31, 2024, we met all regulatory capital adequacy requirements to which we were subject.

On December 31, 2018, the federal banking agencies issued a joint final rule to revise their regulatory capital rules to permit bank holding companies and banks to phase-in, for regulatory capital purposes, the day-one impact of the new CECL accounting rule on retained earnings over a period of three years. As part of its response to the impact of COVID-19, on March 27, 2020, the federal banking regulatory agencies issued an interim final rule that provided the option to temporarily delay certain effects of CECL on regulatory capital for two years, followed by a three-year transition period. The interim final rule allows bank holding companies and banks to delay for two years 100% of the day-one impact of adopting CECL and 25% of the cumulative change in the reported allowance for credit losses since adopting CECL. The Company elected to adopt the interim final rule, which is reflected in the risk-based capital ratios as of December 31, 2024. The risk-based capital ratios as of December 31, 2025, do not include a transitional period adjustment as the transition period has ended.

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Table 27 presents our risk-based capital ratios as of December 31, 2025 and 2024.

Table 27: Risk-Based Capital

December 31, 2025December 31, 2024
(Dollars in thousands)
Tier 1 capital
Stockholders’ equity$4,296,871$3,961,025
ASC 326 transitional period adjustment8,123
Goodwill and core deposit intangibles, net(1,430,107)(1,438,140)
Unrealized loss on available-for-sale securities165,887256,108
Total common equity Tier 1 capital3,032,6512,787,116
Total Tier 1 capital3,032,6512,787,116
Tier 2 capital
Allowance for credit losses297,583275,880
ASC 326 transitional period adjustment(8,123)
Disallowed allowance for credit losses (limited to 1.25% of risk weighted assets)(63,704)(36,105)
Qualifying allowance for credit losses233,879231,652
Qualifying subordinated notes279,265439,246
Total Tier 2 capital513,144670,898
Total risk-based capital$3,545,795$3,458,014
Average total assets for leverage ratio$21,528,936$21,365,045
Risk weighted assets$18,607,517$18,447,826
Ratios at end of period
Common equity Tier 1 capital16.30%15.11%
Leverage ratio14.0913.05
Tier 1 risk-based capital16.3015.11
Total risk-based capital19.0618.74
Minimum guidelines – Basel III
Common equity Tier 1 capital7.00%7.00%
Leverage ratio4.004.00
Tier 1 risk-based capital8.508.50
Total risk-based capital10.5010.50
Well-capitalized guidelines
Common equity Tier 1 capital6.50%6.50%
Leverage ratio5.005.00
Tier 1 risk-based capital8.008.00
Total risk-based capital10.0010.00

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As of the most recent notification from regulatory agencies, our bank subsidiary was “well-capitalized” under the regulatory framework for prompt corrective action. To be categorized as “well-capitalized”, we, as well as our banking subsidiary, must maintain minimum CET1 capital, leverage, Tier 1 risk-based capital, and total risk-based capital ratios as set forth in the table. There are no conditions or events since that notification that we believe have changed the bank subsidiary’s category.

Table 28 presents actual capital amounts and ratios as of December 31, 2025 and 2024, for our bank subsidiary and us.

Table 28: Capital and Ratios

ActualMinimum Capital Requirement – Basel IIIMinimum To Be Well-Capitalized Under Prompt Corrective Action Provision
AmountRatioAmountRatioAmountRatio
(Dollars in thousands)
As of December 31, 2025
Common equity Tier 1 capital ratios:
Home BancShares$3,032,65116.30%$1,302,5267.00%N/AN/A
Centennial Bank2,732,79014.821,290,7917.001,198,5926.50
Leverage ratios:
Home BancShares$3,032,65114.09%$861,1574.00%N/AN/A
Centennial Bank2,732,79012.78855,3334.001,069,1675.00
Tier 1 capital ratios:
Home BancShares$3,032,65116.30%$1,581,6398.50%N/AN/A
Centennial Bank2,732,79014.821,567,3908.501,475,1908.00
Total risk-based capital ratios:
Home BancShares$3,545,79519.06%$1,953,78910.50%N/AN/A
Centennial Bank2,964,66216.071,937,08510.501,844,84310.00
As of December 31, 2024
Common equity Tier 1 capital ratios:
Home BancShares$2,787,11615.11%$1,291,3487.00%N/AN/A
Centennial Bank2,604,83014.171,286,7907.001,194,8766.50
Leverage ratios:
Home BancShares$2,787,11613.05%$854,6024.00%N/AN/A
Centennial Bank2,604,83012.23851,9484.001,064,9355.00
Tier 1 capital ratios:
Home BancShares$2,787,11615.11%$1,568,0658.50%N/AN/A
Centennial Bank2,604,83014.171,562,5308.501,470,6178.00
Total risk-based capital ratios:
Home BancShares$3,458,01418.74%$1,937,02210.50%N/AN/A
Centennial Bank2,835,63615.431,929,62910.501,837,74210.00

Cash Commitments and Resources

In the normal course of business, we enter into a number of financial commitments. Examples of these commitments include but are not limited to operating lease obligations, FHLB advances & other borrowings, lines of credit, subordinated debentures, unfunded loan commitments and letters of credit.

Commitments to extend credit and letters of credit are legally binding, conditional agreements generally having certain expiration or termination dates. These commitments generally require customers to maintain certain credit standards and are established based on management’s credit assessment of the customer. The commitments may expire without being drawn upon. Therefore, the total commitment does not necessarily represent future requirements.

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Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing and similar transactions. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. The Company had total outstanding letters of credit amounting to $131.9 million and $153.9 million at December 31, 2025 and 2024, respectively.

Table 29 presents the anticipated funding requirements of our most significant financial commitments, excluding interest, as of December 31, 2025.

Table 29: Funding Requirements of Financial Commitments

Payments Due by Period
Less than One YearOne-Three YearsThree-Five YearsGreater than Five YearsTotal
(In thousands)
Operating lease obligations$9,802$13,066$9,838$16,822$49,528
FHLB advances & other borrowings by contractual maturity100,250400,000500,250
Subordinated debentures279,265279,265
Loan commitments1,731,1171,677,515312,586411,1634,132,381
Letters of credit126,3805,478131,858

Non-GAAP Financial Measurements

Our accounting and reporting policies conform to generally accepted accounting principles in the United States (“GAAP”) and the prevailing practices in the banking industry. However, this report contains financial information determined by methods other than in accordance with GAAP, including earnings, as adjusted; diluted earnings per common share, as adjusted; tangible book value per share; return on average assets, excluding intangible amortization; return on average assets, as adjusted; return on average common equity, as adjusted; return on average tangible equity excluding intangible amortization; return on average tangible equity, as adjusted; tangible equity to tangible assets; and efficiency ratio, as adjusted.

We believe these non-GAAP measures and ratios, when taken together with the corresponding GAAP measures and ratios, provide meaningful supplemental information regarding our performance. We believe investors benefit from referring to these non-GAAP measures and ratios in assessing our operating results and related trends, and when planning and forecasting future periods. However, these non-GAAP measures and ratios should be considered in addition to, and not as a substitute for or preferable to, ratios prepared in accordance with GAAP.

The tables below present non-GAAP reconciliations of earnings, as adjusted, and diluted earnings per share, as adjusted, as well as the non-GAAP computations of tangible book value per share; return on average assets, excluding intangible amortization; return on average assets, as adjusted; return on average common equity, as adjusted; return on average tangible equity excluding intangible amortization; return on average tangible equity, as adjusted; tangible equity to tangible assets; and efficiency ratio, as adjusted. The items used in these calculations are included in financial results presented in accordance with GAAP.

Earnings, as adjusted, and diluted earnings per common share, as adjusted, are meaningful non-GAAP financial measures for management, as they exclude certain items such as merger expenses and/or certain gains and losses. Management believes the exclusion of these items in expressing earnings provides a meaningful foundation for period-to-period and company-to-company comparisons, which management believes will aid both investors and analysts in analyzing our financial measures and predicting future performance. These non-GAAP financial measures are also used by management to assess the performance of our business, because management does not consider these items to be relevant to ongoing financial performance.

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In Table 30 below, we have provided a reconciliation of the non-GAAP calculation of the financial measure for the periods indicated.

Table 30: Earnings, As Adjusted

Years Ended December 31,
202520242023
(In thousands, except per share data)
GAAP net income available to common shareholders (A)$475,441$402,241$392,929
Adjustments:
FDIC special assessment(1,516)2,26012,983
BOLI death benefit(1,430)(257)(3,117)
Fair value adjustment for marketable securities(2,397)(2,971)1,094
Gain on sale of building(983)(2,059)
Recoveries on historic losses(2,040)(3,461)
Special income from equity investments(7,389)
Merger expenses580
Gain on retirement of subordinated debt(1,882)
Legal fee reimbursement(885)
Legal claims expense3,300
Total adjustments(14,642)(3,027)7,499
Tax-effect of adjustments(1)(3,314)(688)1,959
Deferred tax asset write-down2,030
Total adjustments after tax (B)(11,328)(309)5,540
Earnings, as adjusted (C)$464,113$401,932$398,469
Average diluted shares outstanding (D)197,651200,069202,773
GAAP diluted earnings per share: A/D$2.41$2.01$1.94
Adjustments after-tax: B/D(0.06)0.03
Diluted earnings per common share excluding adjustments: C/D$2.35$2.01$1.97

(1) Blended statutory tax rate of 24.359% for 2025, 24.433% for 2024 and 24.989% for 2023.

We had $1.43 billion, $1.44 billion and $1.45 billion total goodwill, core deposit intangibles and other intangible assets as of December 31, 2025, 2024 and 2023, respectively. Because of our level of intangible assets and related amortization expenses, management believes tangible book value per share; return on average assets, excluding intangible amortization; return on average assets, as adjusted; return on average common equity, as adjusted; return on average tangible equity excluding intangible amortization; return on average tangible equity, as adjusted and tangible equity to tangible assets are useful in evaluating our Company. These calculations, which are similar to the GAAP calculation of diluted earnings per common share, book value, return on average assets, return on average equity, and equity to assets, are presented in Tables 31 through 34, respectively.

Table 31: Tangible Book Value Per Share

Years Ended December 31,
20252024
(In thousands, except per share data)
Book value per share: A/B$21.88$19.92
Tangible book value per share: (A-C-D)/B14.6012.68
(A) Total equity$4,296,871$3,961,025
(B) Shares outstanding196,357198,882
(C) Goodwill1,398,2531,398,253
(D) Core deposit intangible32,29340,327

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Table 32: Return on Average Assets Excluding Intangible Amortization

Years Ended December 31,
202520242023
(Dollars in thousands)
Return on average assets: A/D2.10%1.77%1.77%
Return on average assets excluding intangible amortization: (A+B)/(D-E)2.261.921.93
Return on average assets, as adjusted: (A+C)/D2.051.771.79
(A) Net income$475,441$402,241$392,929
(B) Intangible amortization after-tax6,0726,3457,288
(C) Adjustments after-tax(11,328)(309)5,540
(D) Average assets22,693,59522,754,38022,217,910
(E) Average goodwill, core deposits and other intangible assets1,434,4681,442,7131,451,705

Table 33: Return on Average Tangible Equity Excluding Intangible Amortization

Years Ended December 31,
202520242023
(Dollars in thousands)
Return on average equity: A/D11.61%10.43%10.82%
Return on average common equity, as adjusted: (A+C)/D11.3310.4210.97
Return on average tangible common equity: A/(D-E)17.8716.6618.03
Return on average tangible equity excluding intangible amortization: B/(D-E)18.1016.9218.36
Return on average tangible common equity, as adjusted: (A+C)/(D-E)17.4416.6418.28
(A) Net income$475,441$402,241$392,929
(B) Earnings excluding intangible amortization481,513408,586400,217
(C) Adjustments after-tax(11,328)(309)5,540
(D) Average equity4,095,4433,857,6773,631,300
(E) Average goodwill, core deposits and other intangible assets1,434,4681,442,7131,451,705

Table 34: Tangible Equity to Tangible Assets

Years Ended December 31,
20252024
(Dollars in thousands)
Equity to assets: B/A18.78%17.61%
Tangible equity to tangible assets: (B-C-D)/(A-C-D)13.3611.98
(A) Total assets$22,881,879$22,490,748
(B) Total equity4,296,8713,961,025
(C) Goodwill1,398,2531,398,253
(D) Core deposit intangible32,29340,327

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The efficiency ratio is a standard measure used in the banking industry and is calculated by dividing non-interest expense less amortization of core deposit intangibles by the sum of net interest income on a tax equivalent basis and non-interest income. The efficiency ratio, as adjusted, is a meaningful non-GAAP measure for management, as it excludes certain items and is calculated by dividing non-interest expense less amortization of core deposit intangibles by the sum of net interest income on a tax equivalent basis and non-interest income excluding items such as merger expenses and/or certain other gains and losses. In Table 35 below, we have provided a reconciliation of the non-GAAP calculation of the financial measure for the periods indicated.

Table 35: Efficiency Ratio, As Adjusted

Years Ended December 31,
202520242023
(Dollars in thousands)
Net interest income (A)$892,360$848,774$826,945
Non-interest income (B)198,509168,574169,934
Non-interest expense (C)458,169446,936472,863
FTE Adjustment (D)10,2288,5345,506
Amortization of intangibles (E)8,0348,4439,685
Adjustments:
Non-interest income:
Gain on retirement of subordinated debt$1,882$$
Fair value adjustment for marketable securities2,3972,971(1,094)
Special income from equity investments7,389
(Loss) gain on OREO, net(161)(2,272)332
Gain on branches, equipment and other assets, net7542,1021,507
BOLI death benefits1,4302573,117
Legal expense reimbursement885
Recoveries on historic losses2,0403,461
Total non-interest income adjustments (F)$16,616$3,058$7,323
Non-interest expense:
FDIC special assessment$(1,516)$2,260$12,983
Merger expenses580
Legal claims expense3,300
Total non-interest expense adjustments (G)$2,364$2,260$12,983
Efficiency ratio (reported): ((C-E)/(A+B+D))40.88%42.74%46.21%
Efficiency ratio, as adjusted (non-GAAP): ((C-E-G)/(A+B+D-F))41.2942.6545.24

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Table 36 presents selected unaudited quarterly financial information for 2025 and 2024.

Table 36: Quarterly Results

2025 Quarters
FirstSecondThirdFourthTotal
(In thousands, except per share data)
Income statement data:
Total interest income$312,542$319,115$323,532$323,631$1,278,820
Total interest expense97,88699,16397,36692,045$386,460
Net interest income214,656219,952226,166231,586892,360
Provision for credit losses3,0003,50614,39920,905
Net interest income after provision for credit losses214,656216,952222,660217,187871,455
Total non-interest income45,42651,07951,50550,499198,509
Total non-interest expense112,928116,040114,838114,363458,169
Income before income taxes147,154151,991159,327153,323611,795
Income tax expense31,94533,58835,72335,098136,354
Net income$115,209$118,403$123,604$118,225$475,441
Per share data:
Basic earnings per common share$0.58$0.60$0.63$0.60$2.41
Diluted earnings per common share0.580.600.630.602.41
2024 Quarters
FirstSecondThirdFourthTotal
(In thousands, except per share data)
Income statement data:
Total interest income$316,915$327,303$332,845$322,714$1,299,777
Total interest expense112,325115,481117,625105,572451,003
Net interest income204,590211,822215,220217,142848,774
Provision for credit losses4,5008,00018,87016,70048,070
Net interest income after provision for credit losses200,090203,822196,350200,442800,704
Total non-interest income41,79942,77442,77941,222168,574
Total non-interest expense111,496113,185110,045112,210446,936
Income before income taxes130,393133,411129,084129,454522,342
Income tax expense30,28431,88129,04628,890120,101
Net income$100,109$101,530$100,038$100,564$402,241
Per share data:
Basic earnings per common share$0.50$0.51$0.50$0.51$2.01
Diluted earnings per common share0.500.510.500.512.01

Recent Accounting Pronouncements

See Note 24 to the Notes to Consolidated Financial Statements for a discussion of certain recent accounting pronouncements.

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MD&A history

Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.

FY 2024 10-K MD&A

SEC filing source: 0001331520-25-000076.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2025-02-27. Report date: 2024-12-31.

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis presents our consolidated financial condition and results of operations for the years ended December 31, 2024, 2023 and 2022. This discussion should be read together with the “Summary Consolidated Financial Data,” our consolidated financial statements and the notes thereto, and other financial data included in this document. In addition to the historical information provided below, we have made certain estimates and forward-looking statements that involve risks and uncertainties. Our actual results could differ significantly from those anticipated in these estimates and in the forward-looking statements as a result of certain factors, including those discussed in the section of this document captioned “Risk Factors,” and elsewhere in this document. Unless the context requires otherwise, the terms “Company,” “HBI,” “us,” “we” and “our” refer to Home BancShares, Inc. on a consolidated basis.

General

We are a bank holding company headquartered in Conway, Arkansas, offering a broad array of financial services through our wholly owned bank subsidiary, Centennial Bank (“Centennial” or the "Bank"). As of December 31, 2024, we had, on a consolidated basis, total assets of $22.49 billion, loans receivable, net, of $14.49 billion, total deposits of $17.15 billion, and stockholders’ equity of $3.96 billion.

We generate most of our revenue from interest on loans and investments, service charges, and mortgage banking income. Deposits and Federal Home Loan Bank ("FHLB") borrowed funds are our primary source of funding. Our largest expenses are interest on our funding sources, salaries and related employee benefits and occupancy and equipment. We measure our performance by calculating our net interest margin, return on average assets and return on average common equity. We also measure our performance by our efficiency ratio and efficiency ratio, as adjusted (non-GAAP). The efficiency ratio is calculated by dividing non-interest expense less amortization of core deposit intangibles by the sum of net interest income on a tax equivalent basis and non-interest income. The efficiency ratio, as adjusted, is a meaningful non-GAAP measure for management, as it excludes certain items and is calculated by dividing non-interest expense less amortization of core deposit intangibles by the sum of net interest income on a tax equivalent basis and non-interest income excluding certain items such as merger expenses, hurricane expenses and/or gains and losses.

Table 1: Key Financial Measures

As of or for the Years Ended December 31,
202420232022
(Dollars in thousands, except per share data)
Total assets$22,490,748$22,656,658$22,883,588
Loans receivable14,764,50014,424,72814,409,480
Allowance for credit losses(275,880)(288,234)(289,669)
Total deposits17,146,29716,787,71117,938,783
Total stockholders’ equity3,961,0253,791,0753,526,362
Net income402,241392,929305,262
Basic earnings per share$2.01$1.94$1.57
Diluted earnings per share2.011.941.57
Book value per share19.9218.8117.33
Tangible book value per share (non-GAAP)(1)12.6811.6310.17
Net interest margin(2)4.27%4.25%3.81%
Efficiency ratio42.7446.2149.53
Efficiency ratio, as adjusted (non-GAAP)(3)42.6545.2444.55
Return on average assets1.771.771.35
Return on average common equity10.4310.829.17

(1)See Table 27 for the non-GAAP tabular reconciliation.

(2)Fully taxable equivalent (assuming an income tax rate of 24.6735% for 2022, 24.989% for 2023 and 24.433% for 2024).

(3)See Table 31 for the non-GAAP tabular reconciliation.

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2024 Overview

Results of Operations for the Years Ended December 31, 2024 and 2023

Our net income increased $9.3 million, or 2.4%, to $402.2 million for the year ended December 31, 2024, from $392.9 million for the same period in 2023. On a diluted earnings per share basis, our earnings were $2.01 per share for the year ended December 31, 2024 and $1.94 per share for the year ended December 31, 2023. The Company recorded $48.1 million in credit loss expense for the year ended December 31, 2024. This consisted of a $48.4 million provision for credit losses on loans, which was partially offset by a $330,000 recovery of credit losses on available-for-sale investments due to an improvement in the unrealized loss position for one of our subordinated debt investments. Of the $48.4 million provision for credit losses on loans recorded, $33.4 million as used to establish a hurricane reserve for loans located in the Federal Emergency Management Agency ("FEMA") disaster areas impacted by Hurricanes Helene and Milton, which made landfall during the third and fourth quarters of 2024. The hurricane related reserve had a $0.13 impact to diluted earnings per share. The remaining portion of the provision was related to loan growth. For the year ended December 31, 2024, the Company recorded a $3.0 million increase in the fair value of marketable securities, a $2.1 million gain on sale of a building from our Texas market, $257,000 in bank owned life insurance ("BOLI") death benefits and $2.3 million in Federal Deposit Insurance Corporation ("FDIC") special assessment expense.

Total interest income increased by $124.7 million, or 10.6%, and non-interest expense decreased by $25.9 million, or 5.5%. This was partially offset by a $102.9 million, or 29.6%, increase in interest expense and a $1.4 million, or 0.8%, decrease in non-interest income. The increase in interest income resulted from a $110.4 million, or 11.2%, increase in loan interest income and a $27.8 million, or 184.7%, increase in interest income on deposits at other banks, partially offset by a $13.4 million, or 7.9%, decrease in investment income. The decrease in non-interest expense was due to a $15.9 million, or 6.2%, decrease in salaries and employee benefits, a $7.9 million, or 6.6%, decrease in other operating expenses and a $2.3 million, or 3.8%, decrease in occupancy and equipment expense. The increase in interest expense was primarily due to an $80.7 million, or 27.3%, increase in interest on deposits, a $21.6 million, or 70.2%, increase in interest on FHLB and other borrowed funds and a $635,000, or 13.2%, increase in interest on securities sold under agreements to repurchase. The decrease in non-interest income was primarily due to an $8.5 million, or 22.2%, decrease in other income, a $2.6 million, or 784.3% decrease, in the gain/loss on OREO and a $1.2 million, or 2.7% decrease, in other service charges and fees, which were partially offset by a $5.1 million, or 47.0%, increase in mortgage lending income and a $4.1 million, or 371.6%, increase in income from the fair value adjustment for marketable securities.

Our net interest margin on a fully taxable equivalent basis increased from 4.25% for the year ended December 31, 2023 to 4.27% for the year ended December 31, 2024. The yield on interest earning assets was 6.51% and 6.03% for the year ended December 31, 2024 and 2023, respectively, as average interest earning assets increased from $19.57 billion to $20.09 billion. The increase in average interest earning assets is primarily due to a $499.7 million increase in average interest-bearing balances due from banks and a $360.3 million increase in average loans receivable, which were partially offset by a $341.8 million decrease in average investment securities. For the years ended December 31, 2024 and 2023, we recognized $8.1 million and $10.6 million, respectively, in total net accretion for acquired loans and deposits. The reduction in accretion was dilutive to the net interest margin by approximately 1 basis point. We recognized $4.9 million in event income for the year ended December 31, 2024, compared to $3.0 million for the year ended December 31, 2023. This increase was accretive to the net interest margin by 1 basis point. During the year ended December 31, 2024, the Company held approximately $500 million in excess liquidity, which was dilutive to the net interest margin by 8 basis points. The overall increase in the net interest margin was due to an increase in interest income from higher yields on average interest-earning assets and an increase in interest income due to changes in interest earning assets, partially offset by an increase in interest expense due to changes in interest-bearing liabilities and a change in interest rates paid on interest-bearing liabilities.

Our efficiency ratio was 42.74% for the year ended December 31, 2024, compared to 46.21% for the same period in 2023. For the year ended December 31, 2024, our efficiency ratio, as adjusted (non-GAAP), was 42.65%, compared to 45.24% reported for the year ended December 31, 2023. (See Table 29 for the non-GAAP tabular reconciliation.)

Our return on average assets was 1.77% for the both the years ended December 31, 2024 and 2023, and our return on average assets, as adjusted (non-GAAP), was 1.77% for the year ended December 31, 2024, compared to 1.79% for the same period in 2023. Our return on average common equity was 10.43% for the year ended December 31, 2024, compared to 10.82% for the same period in 2023.

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Financial Condition as of and for the Years Ended December 31, 2024 and 2023

Our total assets as of December 31, 2024 decreased $165.9 million to $22.49 billion from the $22.66 billion reported as of December 31, 2023. The decrease in total assets is primarily due to a $442.0 million decrease in investment securities resulting from paydowns and maturities and a $89.9 million decrease in cash and cash equivalents during the year. Our loan portfolio balance increased $339.8 million to $14.76 billion as of December 31, 2024, from $14.42 billion as of December 31, 2023. The increase in loans was due to $471.4 million in organic loan growth within our legacy footprint, which was partially offset by $131.7 million of organic loan decline from our Centennial Commercial Finance Group ("CFG") franchise during 2024. Total deposits increased $358.6 million to $17.15 billion as of December 31, 2024 compared to $16.79 billion as of December 31, 2023. Stockholders’ equity increased $170.0 million to $3.96 billion as of December 31, 2024, compared to $3.79 billion as of December 31, 2023. The increase in stockholders’ equity is primarily associated with the $402.2 million in net income, which was partially offset by the $150.0 million of shareholder dividends paid, the repurchase of $86.1 million of our common stock during 2024 and the $7.0 million decrease in accumulated other comprehensive income. The improvement in stockholders’ equity was 4.5% for the year ended December 31, 2024 compared to December 31, 2023.

As of December 31, 2024, our non-performing loans increased to $98.9 million, or 0.67%, of total loans from $64.1 million, or 0.44%, of total loans as of December 31, 2023. The allowance for credit losses as a percentage of non-performing loans decreased to 278.99% as of December 31, 2024, compared to 449.66% as of December 31, 2023. As of December 31, 2024, our non-performing assets increased to $142.4 million, or 0.63%, of total assets from $95.4 million, or 0.42%, of total assets as of December 31, 2023.

The table below shows the non-performing loans and non-performing assets by region as of December 31, 2024:

(in thousands)TexasArkansasCentennial CFGShore Premier FinanceFloridaAlabamaTotal
Non-accrual loans$23,494$18,448$7,390$5,537$38,778$206$93,853
Loans 90+ days past due4,1345383625,034
Total non-performing loans$27,628$18,986$7,390$5,537$39,140$206$98,887
Foreclosed assets held for sale13,92475722,7755,95143,407
Other non-performing assets6363
Total other non-performing assets$13,987$757$22,775$$5,951$$43,470
Total non-performing assets$41,615$19,743$30,165$5,537$45,091$206$142,357

The table below shows the non-performing loans and non-performing assets by region as of December 31, 2023:

(in thousands)TexasArkansasCentennial CFGShore Premier FinanceFloridaAlabamaTotal
Non-accrual loans$29,391$15,319$2,764$2,768$9,316$413$59,971
Loans 90+ days past due4,092384,130
Total non-performing loans$33,483$15,357$2,764$2,768$9,316$413$64,101
Foreclosed assets held for sale26416722,7757,28030,486
Other non-performing assets63722785
Total other non-performing assets$327$167$22,775$$8,002$$31,271
Total non-performing assets$33,810$15,524$25,539$2,768$17,318$413$95,372

The $7.4 million balance of non-accrual loans for our Centennial CFG Capital Markets Group at December 31, 2024 consists of three loans that are assessed for credit risk by the Federal Reserve under the Shared National Credit Program. The loans are not current on either principal or interest, and we have reversed any interest that had accrued subsequent to the non-accrual date designated by the Federal Reserve. Any interest payments that are received will be applied to the principal balance. In addition, the $22.8 million balance of foreclosed assets held for sale for our Centennial CFG Property Finance Group consists of an office building located in California which was placed in foreclosed assets held for sale during the fourth quarter of 2023. This represents the largest component of the Company's $43.4 million in foreclosed assets held for sale.

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2023 Overview

Results of Operations for the Years Ended December 31, 2023 and 2022

Our net income increased $87.7 million, or 28.7%, to $392.9 million for the year ended December 31, 2023, from $305.3 million for the same period in 2022. On a diluted earnings per share basis, our earnings were $1.94 per share for the year ended December 31, 2023 and $1.57 per share for the year ended December 31, 2022. The Company recorded $12.1 million in credit loss expense for the year ended December 31, 2023. This consisted of a $12.0 million provision for credit losses on loans, a $1.7 million provision for credit losses on investment securities and a reversal of a $1.5 million provision for unfunded commitments. During the year ended December 31, 2023, the Company recorded $13.0 million in FDIC special assessment expense and a $1.1 million loss for the decrease in fair value of marketable securities, which were partially offset by $3.5 million in recoveries on historic losses from loans charged off prior to acquisition and $3.1 million in BOLI death benefits.

Total interest income increased by $297.3 million, or 33.9%, and non-interest expense decreased by $2.8 million, or 0.6%. This was partially offset by a $229.0 million, or 192.3%, increase in interest expense and a $5.2 million, or 3.0%, decrease in non-interest income. The increase in interest income resulted from a $261.3 million, or 35.9%, increase in loan interest income and a $49.9 million, or 41.5%, increase in investment income, partially offset by a $14.1 million, or 48.4%, decrease in interest income on deposits at other banks. The decrease in non-interest expense was due to a $49.6 million, or 100.0%, decrease in merger and acquisition expense partially offset by a $20.5 million, or 20.7%, increase in other operating expenses, an $18.1 million, or 7.6%, increase in salaries and employee benefits, a $6.9 million, or 12.9%, increase in occupancy and equipment and a $1.4 million, or 4.0%, increase in data processing expense. Included within other operating expense was $13.0 million in FDIC special assessment expense which was levied in order to recover the losses to the Deposit Insurance Fund associated with protecting uninsured depositors following the closures of Silicon Valley Bank and Signature Bank. The increase in interest expense was primarily due to a $210.0 million, or 244.2%, increase in interest on deposits, a $19.7 million, or 178.3%, increase in interest on FHLB and other borrowed funds and a $3.4 million, or 236.6%, increase in interest on securities sold under agreements to repurchase, which were partially offset by a $4.1 million, or 19.9%, decrease in interest on subordinated debentures. The decrease in non-interest income was primarily due to a $9.8 million, or 20.3%, decrease in other income and a $6.9 million, or 39.2%, decrease in mortgage lending income, which were partially offset by a $5.0 million, or 39.2%, increase in trust fees, a $2.4 million, or 26.6%, increase in dividends from FHLB, FRB, FNBB & other, a $2.1 million, or 5.6%, increase in service charges on deposit accounts, and a $1.5 million, or 9,946.7%, increase in gain on branches, equipment and other assets, net.

Our net interest margin on a fully taxable equivalent basis increased from 3.81% for the year ended December 31, 2022 to 4.25% for the year ended December 31, 2023. The yield on interest earning assets was 6.03% and 4.40% for the year ended December 31, 2023 and 2022, respectively, as average interest earning assets decreased from $20.15 billion to $19.57 billion. The decrease in average interest earning assets is primarily due to a $2.12 billion decrease in average interest-bearing balances due from banks, which was partially offset by a $1.37 billion increase in average loans receivable and a $171.0 million increase in average investment securities. For the years ended December 31, 2023 and 2022, we recognized $10.6 million and $16.3 million, respectively, in total net accretion for acquired loans and deposits. The reduction in accretion was dilutive to the net interest margin by approximately 3 basis points. The overall increase in the net interest margin was due to a decrease in average interest-bearing cash balances as well as an increase in interest income from higher yields on average interest-earning assets, partially offset by an increase in interest expense due to an increase in average interest-bearing liabilities at higher interest rates primarily as a result of the Happy Bancshares, Inc. acquisition and the increased interest rate environment.

Our efficiency ratio was 46.21% for the year ended December 31, 2023, compared to 49.53% for the same period in 2022. For the year ended December 31, 2023, our efficiency ratio, as adjusted (non-GAAP), was 45.24%, compared to 44.55% reported for the year ended December 31, 2022. (See Table 29 for the non-GAAP tabular reconciliation.)

Our return on average assets was 1.77% for the year ended December 31, 2023, compared to 1.35% for the same period in 2022, and our return on average assets, as adjusted (non-GAAP), was 1.79% or the year ended December 31, 2023, compared to 1.67% for the same period in 2022. Our return on average common equity was 10.82% for the year ended December 31, 2023, compared to 9.17% for the same period in 2022.

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Financial Condition as of and for the Years Ended December 31, 2023 and 2022

Our total assets as of December 31, 2023 decreased $226.9 million to $22.66 billion from the $22.88 billion reported as of December 31, 2022. The decrease in total assets is primarily due to a $539.5 million decrease in investment securities resulting from paydowns and maturities, which was partially offset by a $275.4 million increase in cash and cash equivalents during the year. Our loan portfolio balance increased $15.2 million to $14.42 billion as of December 31, 2023, from $14.41 billion as of December 31, 2022. The increase in loans was due to $340.4 million in organic loan growth within our legacy footprint, which was partially offset by $325.2 million of organic loan decline from our CFG franchise during 2023. Total deposits decreased $1.15 billion to $16.79 billion as of December 31, 2023 compared to $17.94 billion as of December 31, 2022. The decrease in deposits was primarily due to the runoff of deposits during 2023 as a result of the rising interest rate environment. Stockholders’ equity increased $264.7 million to $3.79 billion as of December 31, 2023, compared to $3.53 billion as of December 31, 2022. The increase in stockholders’ equity is primarily associated with the $392.9 million in net income and the $56.4 million increase in accumulated other comprehensive income, which were partially offset by the $145.9 million of shareholder dividends paid and the repurchase of $48.3 million of our common stock during 2023. The improvement in stockholders’ equity was 7.5% for the year ended December 31, 2023 compared to December 31, 2022.

As of December 31, 2023, our non-performing loans increased to $64.1 million, or 0.44%, of total loans from $60.9 million, or 0.42%, of total loans as of December 31, 2022. The allowance for credit losses as a percentage of non-performing loans decreased to 449.66% as of December 31, 2023, compared to 475.99% as of December 31, 2022. As of December 31, 2023, our non-performing assets increased to $95.4 million, or 0.42%, of total assets from $61.5 million, or 0.27%, of total assets as of December 31, 2022.

The table below shows the non-performing loans and non-performing assets by region as of December 31, 2023:

(in thousands)TexasArkansasCentennial CFGShore Premier FinanceFloridaAlabamaTotal
Non-accrual loans$29,391$15,319$2,764$2,768$9,316$413$59,971
Loans 90+ days past due4,092384,130
Total non-performing loans$33,483$15,357$2,764$2,768$9,316$413$64,101
Foreclosed assets held for sale26416722,7757,28030,486
Other non-performing assets63722785
Total other non-performing assets$327$167$22,775$$8,002$$31,271
Total non-performing assets$33,810$15,524$25,539$2,768$17,318$413$95,372

The table below shows the non-performing loans and non-performing assets by region as of December 31, 2022:

(in thousands)TexasArkansasCentennial CFGShore Premier FinanceFloridaAlabamaTotal
Non-accrual loans$12,835$8,326$7,078$2,316$20,052$404$51,011
Loans 90+ days past due9,356624279,845
Total non-performing loans$22,191$8,388$7,078$2,316$20,479$404$60,856
Foreclosed assets held for sale166120260546
Other non-performing assets7474
Total other non-performing assets$240$120$$$260$$620
Total non-performing assets$22,431$8,508$7,078$2,316$20,739$404$61,476

The $2.7 million balance of non-accrual loans for our Centennial CFG Capital Markets Group consists of two loans that are assessed for credit risk by the Federal Reserve under the Shared National Credit Program. The loans are not current on either principal or interest, and we have reversed any interest that had accrued subsequent to the non-accrual date designated by the Federal Reserve. Any interest payments that are received will be applied to the principal balance. In addition, the $22.8 million balance of foreclosed assets held for sale for our Centennial CFG Property Finance Group consists of an office building located in California which was placed in foreclosed assets held for sale during the fourth quarter of 2023. This represents the largest component of the Company's $30.5 million in foreclosed assets held for sale.

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Critical Accounting Policies and Estimates

Overview. We prepare our consolidated financial statements based on the selection of certain accounting policies, generally accepted accounting principles and customary practices in the banking industry. These policies, in certain areas, require us to make significant estimates and assumptions. Our accounting policies are described in detail in the notes to our consolidated financial statements included as part of this document.

We consider a policy critical if (i) the accounting estimate requires assumptions about matters that are highly uncertain at the time of the accounting estimate; and (ii) different estimates that could reasonably have been used in the current period, or changes in the accounting estimate that are reasonably likely to occur from period to period, would have a material impact on our financial statements. Using these criteria, we believe that the accounting policies most critical to us are those associated with our lending practices, including the accounting for the allowance for credit losses, foreclosed assets, investments, intangible assets, income taxes and stock options.

Revenue Recognition. Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers ("ASC Topic 606"), establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. The majority of our revenue-generating transactions are not subject to ASC Topic 606, including revenue generated from financial instruments, such as our loans, letters of credit, investment securities and mortgage lending income, as these activities are subject to other GAAP discussed elsewhere within our disclosures. Descriptions of our revenue-generating activities that are within the scope of ASC Topic 606, which are presented in our income statements as components of non-interest income are as follows:

•Service charges on deposit accounts – These represent general service fees for monthly account maintenance and activity or transaction-based fees and consist of transaction-based revenue, time-based revenue (service period), item-based revenue or some other individual attribute-based revenue. Revenue is recognized when our performance obligation is completed, which is generally monthly for account maintenance services or when a transaction has been completed (such as a wire transfer). Payment for such performance obligations are generally received at the time the performance obligations are satisfied.

•Other service charges and fees – These represent credit card interchange fees and Centennial CFG loan fees. The interchange fees are recorded in the period the performance obligation is satisfied which is generally the cash basis based on agreed upon contracts. Centennial CFG loan fees are based on loan or other negotiated agreements with customers and are accounted for under ASC Topic 310. Interchange fees were $21.8 million and $22.6 million for the years ended December 31, 2024 and December 31, 2023, respectively. Centennial CFG loan fees were $9.5 million and $9.9 million for the years ended December 31, 2024 and December 31, 2023, respectively.

•Trust fees - The Company enters into contracts with its customers to manage assets for investment, and/or transact on their accounts. The Company generally satisfies its performance obligations as services are rendered. The management fees are percentage based, flat, percentage of income or a fixed percentage calculated upon the average balance of assets depending upon account type. Fees are collected on a monthly or annual basis.

Credit Losses. We account for credit losses in accordance with ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASC 326" or "CECL"). The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credits, financial guarantees, and other similar instruments) and net investments in leases recognized by a lessor in accordance with Topic 842 on leases.

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Investments – Available-for-sale. Securities available-for-sale ("AFS") are reported at fair value with unrealized holding gains and losses reported as a separate component of stockholders’ equity and other comprehensive income (loss), net of taxes. Securities that are held as available-for-sale are used as a part of our asset/liability management strategy. Securities that may be sold in response to interest rate changes, changes in prepayment risk, the need to increase regulatory capital, and other similar factors are classified as available-for-sale. The Company evaluates all securities quarterly to determine if any securities in a loss position require a provision for credit losses in accordance with ASC 326. The Company first assesses whether it intends to sell or is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For securities that do not meet this criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost, and changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income. The Company has made the election to exclude accrued interest receivable on AFS securities from the estimate of credit losses and report accrued interest separately on the consolidated balance sheets. Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the allowance when management believes the uncollectability of a security is confirmed or when either of the criteria regarding intent or requirement to sell is met.

Investments – Held-to-Maturity. Debt securities held-to-maturity ("HTM"), which include any security for which we have the positive intent and ability to hold until maturity, are reported at historical cost adjusted for amortization of premiums and accretion of discounts. Premiums and discounts are amortized/accreted to the call date to interest income using the constant effective yield method over the estimated life of the security. The Company evaluates all securities quarterly to determine if any securities in a loss position require a provision for credit losses in accordance with ASC 326. The Company measures expected credit losses on HTM securities on a collective basis by major security type, with each type sharing similar risk characteristics. The estimate of expected credit losses considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. The Company has made the election to exclude accrued interest receivable on HTM securities from the estimate of credit losses and report accrued interest separately on the consolidated balance sheets. Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the allowance when management believes the uncollectability of a security is confirmed.

Loans Receivable and Allowance for Credit Losses. Loans receivable that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at their outstanding principal balance adjusted for any charge-offs, deferred fees or costs on originated loans. Interest income on loans is accrued over the term of the loans based on the principal balance outstanding. Loan origination fees and direct origination costs are capitalized and recognized as adjustments to yield on the related loans.

The allowance for credit losses on loans receivable is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the uncollectability of a loan balance is confirmed and expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off.

The Company uses the discount cash flow ("DCF") method to estimate expected losses for all of Company’s loan pools. These pools are as follows: construction & land development; other commercial real estate; residential real estate; commercial & industrial; and consumer & other. The loan portfolio pools were selected in order to generally align with the loan categories specified in the quarterly call reports required to be filed with the Federal Financial Institutions Examination Council. For each of these loan pools, the Company generates cash flow projections at the instrument level wherein payment expectations are adjusted for estimated prepayment speed, curtailments, time to recovery, probability of default, and loss given default. The modeling of expected prepayment speeds, curtailment rates, and time to recovery are based on historical internal data. The Company uses regression analysis of historical internal and peer data to determine suitable loss drivers to utilize when modeling lifetime probability of default and loss given default. This analysis also determines how expected probability of default and loss given default will react to forecasted levels of the loss drivers.

For all DCF models, management has determined that four quarters represents a reasonable and supportable forecast period and reverts to a historical loss rate over four quarters on a straight-line basis. Management leverages economic projections from a reputable and independent third party to inform its loss driver forecasts over the four-quarter forecast period. Other internal and external indicators of economic forecasts are also considered by management when developing the forecast metrics.

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Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level, or term as well as for changes in environmental conditions, such as changes in the national unemployment rate, gross domestic product, national retail sales index, the Federal Housing Finance Agency ("FHFA") housing price index and rental vacancy rate index.

The allowance for credit losses is measured based on call report segment as these types of loans exhibit similar risk characteristics. The identified loan segments are as follows:

•1-4 family construction

•All other construction

•1-4 family revolving home equity lines of credit (“HELOC”) & junior liens

•1-4 family senior liens

•Multifamily

•Owner occupies commercial real estate

•Non-owner occupied commercial real estate

•Commercial & industrial, agricultural, non-depository financial institutions, purchase/carry securities, other

•Consumer auto

•Other consumer

•Other consumer - SPF

Loans evaluated individually that are considered to be collateral dependent are not included in the collective evaluation. For these loans, where the Company has determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and the Company expects repayment of the loan to be provided substantially through the operation or sale of the collateral, the allowance for credit losses is measured based on the difference between the fair value of the collateral, net of estimated costs to sell, and the amortized cost basis of the loan as of the measurement date. When repayment is expected to be from the operation of the collateral, expected credit losses are calculated as the amount by which the amortized cost basis of the loan exceeds the present value of expected cash flows from the operation of the collateral. The allowance for credit losses may be zero if the fair value of the collateral at the measurement date exceeds the amortized cost basis of the loan, net of estimated costs to sell. For individually analyzed loans which are not considered to be collateral dependent, an allowance is recorded based on the loss rate for the respective pool within the collective evaluation.

Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals, and modifications unless either of the following applies:

•Management has a reasonable expectation at the reporting date that restructured loans made to borrowers experiencing financial difficulty will be executed with an individual borrower.

•The extension or renewal options are included in the original or modified contract at the reporting date and are not unconditionally cancellable by the Company.

Management qualitatively adjusts model results for risk factors that are not considered within our modeling processes but are nonetheless relevant in assessing the expected credit losses within our loan pools. These qualitative factors ("Q-Factors") and other qualitative adjustments may increase or decrease management's estimate of expected credit losses by a calculated percentage or amount based upon the estimated level of risk. The various risks that may be considered in making Q-Factor and other qualitative adjustments include, among other things, the impact of (i) changes in lending policies, procedures and strategies; (ii) changes in nature and volume of the portfolio; (iii) staff experience; (iv) changes in volume and trends in classified loans, delinquencies and nonaccruals; (v) concentration risk; (vi) trends in underlying collateral values; (vii) external factors such as competition, legal and regulatory environment; (viii) changes in the quality of the loan review system and (ix) economic conditions.

Loans considered to be collateral dependent, according to ASC 326, are loans for which, based on current information and events, it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement. The aggregate amount of collateral shortfall on such loans is utilized in evaluating the adequacy of the allowance for credit losses and amount of provisions thereto. Losses on collateral dependent loans are charged against the allowance for credit losses when in the process of collection, it appears likely that such losses will be realized. The accrual of interest on collateral dependent loans is discontinued when, in management’s opinion the collection of interest is doubtful or generally when loans are 90 days or more past due. When accrual of interest is discontinued, all unpaid accrued interest is reversed. Interest income is subsequently recognized only to the extent cash payments are received in excess of principal due. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

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Loans are placed on non-accrual status when management believes that the borrower’s financial condition, after giving consideration to economic and business conditions and collection efforts, is such that collection of interest is doubtful, or generally when loans are 90 days or more past due. Loans are charged against the allowance for credit losses when management believes that the collectability of the principal is unlikely. Accrued interest related to non-accrual loans is generally charged against the allowance for credit losses when accrued in prior years and reversed from interest income if accrued in the current year. Interest income on non-accrual loans may be recognized to the extent cash payments are received, although the majority of payments received are usually applied to principal. Non-accrual loans are generally returned to accrual status when principal and interest payments are less than 90 days past due, the customer has made required payments for at least six months, and we reasonably expect to collect all principal and interest.

Acquisition Accounting and Acquired Loans. The Company accounts for its acquisitions under FASB Accounting Standards Codification ("ASC") Topic 805, Business Combinations, which requires the use of the purchase method of accounting. All identifiable assets acquired, including loans, are recorded at fair value. In accordance with FASB ASC 326, the Company records both a discount or premium and an allowance for credit losses on acquired loans. All purchased loans are recorded at fair value in accordance with the fair value methodology prescribed in FASB ASC Topic 820, Fair Value Measurements. The fair value estimates associated with the loans include estimates related to expected prepayments and the amount and timing of undiscounted expected principal, interest and other cash flows.

Purchased loans that have experienced more than insignificant credit deterioration since origination are purchase credit deteriorated (“PCD”) loans. An allowance for credit losses is determined using the same methodology as other loans. The Company develops separate PCD models for each loan segment with PCD loans not individually analyzed for credit losses. These models utilize a peer group benchmark in order to determine the probability of default and loss given default to be used in the calculation. The sum of the loan’s purchase price and allowance for credit losses becomes its initial amortized cost basis. The difference between the initial amortized cost basis and the par value of the loan is a non-credit discount or premium, which is amortized into interest income over the life of the loan. Subsequent changes to the allowance for credit losses are recorded through the provision for credit losses.

Allowance for Credit Losses on Off-Balance Sheet Credit Exposures: The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit unless that obligation is unconditionally cancellable by the Company. The allowance for credit losses on off-balance sheet credit exposures is adjusted as a provision for credit loss expense. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life.

Foreclosed Assets Held for Sale. Real estate and personal properties acquired through or in lieu of loan foreclosure are to be sold and are initially recorded at fair value at the date of foreclosure, establishing a new cost basis. Valuations are periodically performed by management, and the real estate and personal properties are carried at fair value less costs to sell. Gains and losses from the sale of other real estate and personal properties are recorded in non-interest income, and expenses used to maintain the properties are included in non-interest expenses.

Intangible Assets. Intangible assets consist of goodwill and core deposit intangibles. Goodwill represents the excess purchase price over the fair value of net assets acquired in business acquisitions. The core deposit intangible represents the excess intangible value of acquired deposit customer relationships as determined by valuation specialists. The core deposit intangibles are being amortized over 48 months to 121 months on a straight-line basis. Goodwill is not amortized but rather is evaluated for impairment on at least an annual basis. We perform an annual impairment test of goodwill and core deposit intangibles as required by FASB ASC 350, Intangibles - Goodwill and Other, in the fourth quarter or more often if events and circumstances indicate there may be an impairment.

Income Taxes. We account for income taxes in accordance with income tax accounting guidance (ASC 740, Income Taxes). The income tax accounting guidance results in two components of income tax expense: current and deferred. Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues. We determine deferred income taxes using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax basis of assets and liabilities, and enacted changes in tax rates and laws are recognized in the period in which they occur.

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Deferred income tax expense results from changes in deferred tax assets and liabilities between periods. Deferred tax assets are recognized if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination. The term “more likely than not” means a likelihood of more than 50 percent; the terms “examined” and “upon examination” also include resolution of the related appeals or litigation processes, if any. A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts, circumstances and information available at the reporting date and is subject to the management’s judgment. Deferred tax assets are reduced by a valuation allowance if, based on the weight of evidence available, it is more likely than not that some portion or all of a deferred tax asset will not be realized.

Both we and our subsidiary file consolidated tax returns. Our subsidiary provides for income taxes on a separate return basis, and remits to us amounts determined to be currently payable.

Stock Compensation. In accordance with FASB ASC 718, Compensation - Stock Compensation, and FASB ASC 505-50, Equity-Based Payments to Non-Employees, the fair value of each option award is estimated on the date of grant. We recognize compensation expense for the grant-date fair value of the option award over the vesting period of the award.

Acquisitions

Acquisition of Happy Bancshares, Inc.

On April 1, 2022, the Company completed the acquisition of Happy Bancshares, Inc. ("Happy"), and merged Happy State Bank into Centennial Bank. The Company issued approximately 42.4 million shares of its common stock valued at approximately $958.8 million as of April 1, 2022. In addition, the holders of certain Happy stock-based awards received approximately $3.7 million in cash in cancellation of such awards, for a total transaction value of approximately $962.5 million. The acquisition added new markets for expansion and brought complementary businesses together to drive synergies and growth.

Including the effects of purchase accounting adjustments, as of the acquisition date, Happy had approximately $6.69 billion in total assets, $3.65 billion in loans and $5.86 billion in customer deposits. Happy formerly operated its banking business from 62 locations in Texas.

For further discussion of the acquisition, see Note 2 "Business Combinations" to the Condensed Notes to Consolidated Financial Statements.

Acquisition of Marine Portfolio

On February 4, 2022, the Company completed the purchase of the performing marine loan portfolio of Utah-based LendingClub Bank (“LendingClub”). Under the terms of the purchase agreement with LendingClub, the Company acquired yacht loans totaling approximately $242.2 million. This portfolio of loans is housed within the Company's Shore Premier Finance division, which is responsible for servicing the acquired loan portfolio and originating new loan production.

We will continue evaluating all types of potential bank acquisitions, which may include FDIC-assisted acquisitions as opportunities arise, to determine what is in the best interest of our Company. Our goal in making these decisions is to maximize the return to our investors.

Branches

As opportunities arise, we will continue to open new (commonly referred to as de novo) branches in our current markets and in other attractive market areas.

As of December 31, 2024, we had 218 branch locations. There were 76 branches in Arkansas, 78 branches in Florida, 58 branches in Texas, five branches in Alabama and one branch in New York City.

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Results of Operations for the Years Ended December 31, 2024, 2023 and 2022

Our net income increased $9.3 million, or 2.4%, to $402.2 million for the year ended December 31, 2024, from $392.9 million for the same period in 2023. On a diluted earnings per share basis, our earnings were $2.01 per share for the year ended December 31, 2024 and $1.94 per share for the year ended December 31, 2023. The Company recorded $48.1 million in credit loss expense for the year ended December 31, 2024. This consisted of a $48.4 million provision for credit losses on loans, which was partially offset by a $330,000 recovery of credit losses on available-for-sale investments due to an improvement in the unrealized loss position for one of our subordinated debt investments. Of the $48.4 million provision for credit losses on loans recorded, $33.4 million as used to establish a hurricane reserve for loans located in the FEMA disaster areas impacted by Hurricanes Helene and Milton, which made landfall during the third and fourth quarters of 2024. The hurricane related reserve had a $0.13 impact to diluted earnings per share. The remaining portion of the provision was related to loan growth. For the year ended December 31, 2024, the Company recorded a $3.0 million increase in the fair value of marketable securities, a $2.1 million gain on sale of a building from our Texas market, $257,000 in BOLI death benefits and $2.3 million in FDIC special assessment expense.

Our net income increased $87.7 million, or 28.7%, to $392.9 million for the year ended December 31, 2023, from $305.3 million for the same period in 2022. On a diluted earnings per share basis, our earnings were $1.94 per share for the year ended December 31, 2023 and $1.57 per share for the year ended December 31, 2022. The Company recorded $12.1 million in credit loss expense for the year ended December 31, 2023. This consisted of a $12.0 million provision for credit losses on loans, a $1.7 million provision for credit losses on investment securities and a reversal of a $1.5 million provision for unfunded commitments. During the year ended December 31, 2023, the Company recorded $13.0 million in FDIC special assessment expense and a $1.1 million loss for the decrease in fair value of marketable securities, which were partially offset by $3.5 million in recoveries on historic losses from loans charged off prior to acquisition and $3.1 million in BOLI death benefits.

Net Interest Income

Net interest income, our principal source of earnings, is the difference between the interest income generated by earning assets and the total interest cost of the deposits and borrowings obtained to fund those assets. Factors affecting the level of net interest income include the volume of earning assets and interest-bearing liabilities, yields earned on loans and investments and rates paid on deposits and other borrowings, the level of non-performing loans and the amount of non-interest-bearing liabilities supporting earning assets. Net interest income is analyzed in the discussion and tables below on a fully taxable equivalent basis. The adjustment to convert certain income to a fully taxable equivalent basis consists of dividing tax-exempt income by one minus the combined federal and state income tax rate (24.433% for the year ended December 31, 2024, 24.989% for the year ended December 31, 2023 and 24.6735% for year ended December 31, 2022).

The Federal Reserve Board sets various benchmark rates, including the Federal Funds rate, and thereby influences the general market rates of interest, including the deposit and loan rates offered by financial institutions. The Federal Reserve increased the target rate four times during 2023. First, on February 1, 2023, the target rate was increased to 4.50% to 4.75%, second, on March 22, 2023, the target rate was increased to 4.75% to 5.00%, third, on May 3, 2023, the target rate was increased to 5.00% to 5.25% and fourth, on July 26, 2023, the target rate was increased to 5.25% to 5.50%. The Federal Reserve reduced the target rate three times during 2024. First, on September 18, 2024, the Federal Reserve reduced the target rate to 4.75% to 5.00%, second, on November 7, 2024, the target rate was reduced to 4.50% to 4.75% and third, on December 18, 2024, the target rate was reduced to 4.25% to 4.50%.

Our net interest margin on a fully taxable equivalent basis increased from 4.25% for the year ended December 31, 2023 to 4.27% for the year ended December 31, 2024. The yield on interest earning assets was 6.51% and 6.03% for the year ended December 31, 2024 and 2023, respectively, as average interest earning assets increased from $19.57 billion to $20.09 billion. The increase in average interest earning assets is primarily due to a $499.7 million increase in average interest-bearing balances due from banks and a $360.3 million increase in average loans receivable, which were partially offset by a $341.8 million decrease in average investment securities. For the years ended December 31, 2024 and 2023, we recognized $8.1 million and $10.6 million, respectively, in total net accretion for acquired loans and deposits. The reduction in accretion was dilutive to the net interest margin by approximately 1 basis point. We recognized $4.9 million in event income for the year ended December 31, 2024, compared to $3.0 million for the year ended December 31, 2023. This increase was accretive to the net interest margin by 1 basis point. During the year ended December 31, 2024, the Company held approximately $500 million in excess liquidity, which was dilutive to the net interest margin by 8 basis points. The overall increase in the net interest margin was due to an increase in interest income from higher yields on average interest-earning assets and an increase in interest income due to changes in interest earning assets, partially offset by an increase in interest expense due to changes in interest-bearing liabilities and a change in interest rates paid on interest-bearing liabilities.

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Net interest income on a fully taxable equivalent basis increased $24.9 million, or 3.0%, to $857.3 million for the year ended December 31, 2024, from $832.5 million for the same period in 2023. This increase in net interest income was the result of a $127.8 million increase in interest income, partially offset by a $102.9 million increase in interest expense on a fully taxable equivalent basis. The $127.8 million increase in interest income was primarily the result of the high interest rate environment. The higher yield on earning assets resulted in an increase in interest income of approximately $88.5 million, and the change in earning assets resulted in an increase in interest income of approximately $39.3 million. The $102.9 million increase in interest expense was also primarily the result of the high interest rate environment. The higher rates on interest bearing liabilities resulted in an increase in interest expense of approximately $68.9 million, and the change in interest bearing liabilities resulted in an increase in interest expense of approximately $34.0 million.

Our net interest margin on a fully taxable equivalent basis increased from 3.81% for the year ended December 31, 2022 to 4.25% for the year ended December 31, 2023. The yield on interest earning assets was 6.03% and 4.40% for the year ended December 31, 2023 and 2022, respectively, as average interest earning assets decreased from $20.15 billion to $19.57 billion. The decrease in average interest earning assets is primarily due to a $2.12 billion decrease in average interest-bearing balances due from banks, which was partially offset by a $1.37 billion increase in average loans receivable and a $171.0 million increase in average investment securities. For the years ended December 31, 2023 and 2022, we recognized $10.6 million and $16.3 million, respectively, in total net accretion for acquired loans and deposits. The reduction in accretion was dilutive to the net interest margin by approximately 3 basis points. The overall increase in the net interest margin was due to a decrease in average interest-bearing cash balances as well as an increase in interest income from higher yields on average interest-earning assets, partially offset by an increase in interest expense due to an increase in average interest-bearing liabilities at higher interest rates primarily as a result of the Happy Bancshares, Inc. acquisition and the increased interest rate environment.

Net interest income on a fully taxable equivalent basis increased $65.1 million, or 8.5%, to $832.5 million for the year ended December 31, 2023, from $767.3 million for the same period in 2022. This increase in net interest income was the result of a $294.1 million increase in interest income, partially offset by a $229.0 million increase in interest expense on a fully taxable equivalent basis. The $294.1 million increase in interest income was primarily the result of the increasing interest rate environment and the higher level of average interest earning assets due to the acquisition of Happy during the second quarter of 2022. The higher yield on earning assets resulted in an increase in interest income of approximately $248.5 million, and the change in earning assets resulted in an increase in interest income of approximately $45.6 million. The $229.0 million increase in interest expense is primarily the result of the increasing interest rate environment as well as the higher level of average interest bearing liabilities due to the acquisition of Happy during the second quarter of 2022. The higher rates on interest bearing liabilities resulted in an increase in interest expense of approximately $224.1 million, and the change in interest bearing liabilities resulted in an increase in interest expense of approximately $4.9 million.

Tables 2 and 3 reflect an analysis of net interest income on a fully taxable equivalent basis for the years ended December 31, 2024, 2023 and 2022, as well as changes in fully taxable equivalent net interest margin for the years 2024 compared to 2023 and 2023 compared to 2022.

Table 2: Analysis of Net Interest Income

Years Ended December 31,
202420232022
(Dollars in thousands)
Interest income$1,299,777$1,175,053$877,766
Fully taxable equivalent adjustment8,5345,5068,663
Interest income – fully taxable equivalent1,308,3111,180,559886,429
Interest expense451,003348,108119,090
Net interest income – fully taxable equivalent$857,308$832,451$767,339
Yield on earning assets – fully taxable equivalent6.51%6.03%4.40%
Cost of interest-bearing liabilities3.082.520.87
Net interest spread – fully taxable equivalent3.433.513.53
Net interest margin – fully taxable equivalent4.274.253.81

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Table 3: Changes in Fully Taxable Equivalent Net Interest Margin

December 31,
2024 vs. 20232023 vs. 2022
(In thousands)
Increase in interest income due to change in earning assets$39,264$45,599
Increase in interest income due to change in earning asset yields88,488248,531
Increase in interest expense due to change in interest-bearing liabilities(33,968)(4,945)
Increase in interest expense due to change in interest rates paid on interest-bearing liabilities(68,927)(224,073)
Increase in net interest income$24,857$65,112

Table 4 shows, for each major category of earning assets and interest-bearing liabilities, the average amount outstanding, the interest income or expense on that amount and the average rate earned or expensed for the years ended December 31, 2024, 2023 and 2022. The table also shows the average rate earned on all earning assets, the average rate expensed on all interest-bearing liabilities, the net interest spread and the net interest margin for the same periods. The analysis is presented on a fully taxable equivalent basis. Non-accrual loans were included in average loans for the purpose of calculating the rate earned on total loans.

Table 4: Average Balance Sheets and Net Interest Income Analysis

Years Ended December 31,
202420232022
Average BalanceIncome / ExpenseYield / RateAverage BalanceIncome / ExpenseYield / RateAverage BalanceIncome / ExpenseYield / Rate
(Dollars in thousands)
ASSETS
Earnings assets
Interest-bearing balances due from banks$819,445$42,7735.22%$319,733$15,0234.70%$2,444,541$29,1101.19%
Federal funds sold5,0352555.063,8642215.721,519251.65
Investment securities – taxable3,400,325125,7653.703,655,632138,5753.793,582,66491,9332.57
Investment securities – non-taxable1,190,03339,0573.281,276,56636,7272.881,178,56136,3633.09
Loans receivable14,675,0011,100,4617.5014,314,732990,0136.9212,940,998728,9985.63
Total interest-earning assets20,089,8391,308,3116.5119,570,5271,180,5596.0320,148,283886,4294.40
Non-earning assets2,664,5412,647,3832,405,057
Total assets$22,754,380$22,217,910$22,553,340
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Interest-bearing liabilities
Savings and interest-bearing transaction accounts$11,078,003$304,9762.75%$11,162,244$258,5862.32%$11,520,781$81,0610.70%
Time deposits1,747,30271,6624.101,284,15637,3922.911,033,4314,9280.48
Total interest-bearing deposits12,825,305376,6382.9412,446,400295,9782.3812,554,21285,9890.68
Federal funds purchased2015.004436.8222020.91
Securities sold under agreement to repurchase165,9655,4483.28149,0144,8133.23129,0061,4301.11
FHLB & other borrowed funds1,197,66252,4554.38753,15230,8254.09473,83911,0762.34
Subordinated debentures439,53916,4613.75440,12516,4893.75515,04920,5934.00
Total interest-bearing liabilities14,628,491451,0033.0813,788,735348,1082.5213,672,326119,0900.87
Non-interest-bearing liabilities
Non-interest-bearing deposits4,029,6844,599,2415,378,906
Other liabilities238,528198,634171,390
Total liabilities18,896,70318,586,61019,222,622
Stockholders’ equity3,857,6773,631,3003,330,718
Total liabilities and stockholders’ equity$22,754,380$22,217,910$22,553,340
Net interest spread3.43%3.51%3.53%
Net interest income and margin$857,3084.27$832,4514.25$767,3393.81

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Table 5 shows changes in interest income and interest expense resulting from changes in volume and changes in interest rates for the year ended December 31, 2024 compared to 2023 and 2023 compared to 2022 on a fully taxable equivalent basis. The changes in interest rate and volume have been allocated to changes in average volume and changes in average rates, in proportion to the relationship of absolute dollar amounts of the changes in rates and volume.

Table 5: Volume/Rate Analysis

Years Ended December 31,
2024 over 20232023 over 2022
VolumeYield / RateTotalVolumeYield / RateTotal
(In thousands)
Increase (decrease) in:
Interest income:
Interest-bearing balances due from banks$25,911$1,839$27,750$(42,285)$28,198$(14,087)
Federal funds sold61(27)3475121196
Investment securities – taxable(9,504)(3,306)(12,810)1,90944,73346,642
Investment securities – non-taxable(2,603)4,9332,3302,911(2,547)364
Loans receivable25,39985,049110,44882,989178,026261,015
Total interest income39,26488,488127,75245,599248,531294,130
Interest expense:
Interest-bearing transaction and savings deposits(1,966)48,35646,390(2,600)180,125177,525
Time deposits16,06918,20134,2701,47330,99132,464
Federal funds purchased(1)(1)(2)(3)41
Securities sold under agreement to repurchase555806352543,1293,383
FHLB & other borrowed funds19,3332,29721,6308,68511,06419,749
Subordinated debentures(22)(6)(28)(2,864)(1,240)(4,104)
Total interest expense33,96868,927102,8954,945224,073229,018
Increase in net interest income$5,296$19,561$24,857$40,654$24,458$65,112

Provision for Credit Losses

Credit Loss Expense: During the year ended December 31, 2024, the Company recorded $48.1 million in credit loss expense. This consisted of a $48.4 million provision for credit losses on loans, which was partially offset by a $330,000 recovery of credit losses on available-for-sale investments due to an improvement in the unrealized loss position for one of our subordinated debt investments. Of the $48.4 million provision for credit losses on loans recorded, $33.4 million as used to establish a hurricane reserve for loans located in the FEMA disaster areas impacted by Hurricanes Helene and Milton, which made landfall during the third and fourth quarters of 2024. The Company determined the $2.0 million allowance for credit losses on the held-to-maturity portfolio was adequate. Therefore, no additional provision was considered necessary for the held-to-maturity portfolio.

Net charge-offs to average total loans increased to 0.41% for the year ended December 31, 2024 from 0.09% for the year ended December 31, 2023. During the fourth quarter of 2024, the Company completed an asset quality cleanup project which was the main driver of the $47.4 million increase in net charge-offs for the year ended December 31, 2024 compared to December 31, 2023. Non-performing loans to total loans increased from 0.44% as of December 31, 2023 to 0.67% as of December 31, 2024.

Non-Interest Income

Total non-interest income was $168.6 million in 2024, compared to $169.9 million in 2023 and $175.1 million in 2022. Our recurring non-interest income includes service charges on deposit accounts, other service charges and fees, trust fees, mortgage lending, insurance commissions, increase in cash value of life insurance, fair value adjustment for marketable securities and dividends.

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Table 6 measures the various components of our non-interest income for the years ended December 31, 2024, 2023, and 2022, respectively, as well as changes for the years 2024 compared to 2023 and 2023 compared to 2022.

Table 6: Non-Interest Income

Years Ended December 31,2024 Change from 20232023 Change from 2022
202420232022
(Dollars in thousands)
Service charges on deposit accounts$39,223$39,207$37,114$16%$2,0935.6%
Other service charges and fees43,00944,18844,588(1,179)(2.7)(400)(0.9)
Trust fees18,71717,89212,8558254.65,03739.2
Mortgage lending income15,78910,73817,6575,05147.0(6,919)(39.2)
Insurance commissions2,1512,0862,192653.1(106)(4.8)
Increase in cash value of life insurance4,8504,6553,8001954.285522.5
Dividends from FHLB, FRB, FNBB & other11,46211,6429,198(180)(1.5)2,44426.6
Gain on sale of SBA loans617278183339121.99551.9
Gain on sale of branches, equipment and other assets, net2,1021,50715595(39.5)1,492(9,946.7)
(Loss) gain on OREO, net(2,272)332500(2,604)(784.3)(168)(33.6)
Fair value adjustment for marketable securities2,971(1,094)(1,272)4,065371.6178(14.0)
Other income29,95538,50348,281(8,548)(22.2)(9,778)(20.3)
Total non-interest income$168,574$169,934$175,111$(1,360)(0.8)%$(5,177)(3.0)%

Non-interest income decreased $1.4 million, or 0.8%, to $168.6 million for the year ended December 31, 2024 from $169.9 million for the same period in 2023. The primary factors that resulted in this decrease were the $8.5 million decrease in other income and $2.6 million decrease in gain on OREO, partially offset by the $5.1 million increase in mortgage lending income and $4.1 million increase in the fair value adjustment for marketable securities. Other factors were changes related to service charges on deposit accounts, trust fees, and gain on sale of branches, equipment and other assets.

Additional details for the year ended December 31, 2024 on some of the more significant changes are as follows:

•The $1.2 million decrease in other service charges and fees is primarily due to decreases in Centennial CFG property finance loan fees and Mastercard income.

•The $825,000 increase in trust fees is primarily related to an increases in personal trust fees, employee trust fees, IRA fees and retirement fees.

•The $5.1 million increase in mortgage lending income is primarily related to an increase in volume of secondary market loans from the lower volume of loans during 2023.

•The $595,000 increase in gain on sale of branches, equipment and other assets, net, is primarily due to the sale of a building from our Texas region during 2024.

•The $2.6 million decrease in gain on OREO is primarily due to revaluation of two OREO properties during 2024.

•The $4.1 million increase in the fair value adjustment for marketable securities is due to the changes in the fair value of marketable securities held by the Company.

•The $8.5 million decrease in other income is primarily due to a $7.4 million reduction in income for equity method investments, a $2.9 million reduction in BOLI death benefit income and a $3.0 million decrease in recoveries on historic losses, partially offset by a $2.2 million increase in rental income from OREO and a $2.1 million increase in investment brokerage fee income.

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Non-interest income decreased $5.2 million, or 3.0%, to $169.9 million for the year ended December 31, 2023 from $175.1 million for the same period in 2022. The primary factors that resulted in this decrease were the $9.8 million decrease in other income and the $6.9 million decrease in mortgage lending income, partially offset by the $5.0 million increase in trust fees. Other factors were changes related to service charges on deposit accounts, cash value of life insurance, dividends from FHLB, FRB, FNBB & other and gain on sale of branches, equipment and other assets.

Additional details for the year ended December 31, 2023 on some of the more significant changes are as follows:

•The $2.1 million increase in service charges on deposit accounts is primarily related to an increase in overdraft fees and service charge fees related to the acquisition of Happy.

•The $5.0 million increase in trust fees is primarily related to an increase in trust fees resulting from the acquisition of Happy.

•    The $6.9 million decrease in mortgage lending income is primarily related to a decrease in volume of secondary market loans from the high volume of loans during 2022. The decrease in volume is due to the increase in interest rates.

•     The $855,000 increase in cash value of life insurance is primarily related to the increase in bank owned life insurance resulting from the acquisition of Happy.

•The $2.4 million increase in dividends from FHLB, FRB, FNBB & other is primarily due to an increase in dividend income from FHLB and FRB stock holdings related to the acquisition of Happy and an increase in dividends on marketable securities, partially offset by a lower volume of dividends from equity investments.

•The $1.5 million increase in gain on sale of branches, equipment and other assets, net, is primarily due to the sales of buildings in Texas and Florida in 2023.

•     The $9.8 million decrease in other income is primarily due to the $15.0 million in income in 2022 from the settlement of a lawsuit brought by the Company and a $6.0 million decrease in income for items previously charged-off, which were partially offset by $4.9 million increase in income from equity method investments, $3.1 million in BOLI death benefit income and a $2.8 million increase in rental income primarily related to the acquisition of Happy.

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Non-Interest Expense

Non-interest expense consists of salaries and employee benefits, occupancy and equipment, data processing, and other expenses such as advertising, merger and acquisition expenses, amortization of intangibles, electronic banking expense, FDIC and state assessment, insurance, legal and accounting fees and other professional fees.

Table 7 below sets forth a summary of non-interest expense for the years ended December 31, 2024, 2023, and 2022, as well as changes for the years ended 2024 compared to 2023 and 2023 compared to 2022.

Table 7: Non-Interest Expense

Years Ended December 31,2024 Change from 20232023 Change from 2022
202420232022
(Dollars in thousands)
Salaries and employee benefits$241,022$256,966$238,885$(15,944)(6.2)%$18,0817.6%
Occupancy and equipment58,03160,30353,417(2,272)(3.8)6,88612.9
Data processing expense36,49436,32934,9421650.51,3874.0
Merger expense49,594(49,594)(100.0)
Other operating expenses:
Advertising7,0978,8507,974(1,753)(19.8)87611.0
Amortization of intangibles8,4439,6858,853(1,242)(12.8)8329.4
Electronic banking expense13,44414,31313,632(869)(6.1)6815.0
Directors' fees1,6391,8141,491(175)(9.6)32321.7
Due from bank service charges1,1311,1151,255161.4(140)(11.2)
FDIC and state assessment15,38825,5308,428(10,142)(39.7)17,102202.9
Hurricane expense176(176)(100.0)
Insurance3,6343,5673,705671.9(138)(3.7)
Legal and accounting8,9615,2309,4013,73171.3(4,171)(44.4)
Other professional fees8,1428,8158,881(673)(7.6)(66)(0.7)
Operating supplies2,6803,1383,120(458)(14.6)180.6
Postage2,0602,0812,078(21)(1.0)30.1
Telephone1,8072,1601,890(353)(16.3)27014.3
Other expense36,96332,96727,9053,99612.15,06218.1
Total non-interest expense$446,936$472,863$475,627$(25,927)(5.5)%$(2,764)(0.6)%

Non-interest expense decreased $25.9 million, or 5.5%, to $446.9 million for the year ended December 31, 2024, from $472.9 million for the same period in 2023. The primary factors that resulted in this decrease was the decrease in salaries and employee benefits expense and FDIC and state assessment expense, partially offset by the increases in legal and accounting fees and other expenses. Other factors were changes related to occupancy and equipment expenses, advertising expenses, amortization of intangibles, electronic banking expense and other professional fees.

Additional details for the year ended December 31, 2024 on some of the more significant changes are as follows:

•The $15.9 million decrease in salaries and employee benefits expense is primarily due to the Company's project to reduce the size of its workforce and a decrease in deferred loan costs.

•The $2.3 million decrease in occupancy and equipment expense is primarily due to decreases in lease, utility, maintenance and other occupancy expenses.

•The $1.8 million decrease in advertising expense is primarily due to a decreased volume of advertising.

•The $1.2 million decrease in amortization of intangibles is primarily due to the core deposit intangible from the Company's 2013 acquisition of Liberty Bank being fully amortized in 2023.

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•The $869,000 decrease in electronic banking expense is primarily due to a decrease in debit card processing fees and interchange network expenses.

•The $10.1 million decrease in FDIC and state assessment expense is primarily due to the $13.0 million FDIC special assessment levied during the fourth quarter of 2023 in order to recover the losses to the Deposit Insurance Fund associated with protecting uninsured depositors following the closures of Silicon Valley Bank and Signature Bank, partially offset by the remaining portion of the FDIC special assessment being incurred during the second quarter of 2024.

•The $3.7 million increase in legal and accounting expense is primarily due to ongoing legal matters.

•The $673,000 decrease in other professional fees is primarily due to cost saving measures following the acquisition of Happy.

•The $4.0 million increase in other expenses is primarily related to an increase in OREO expense and miscellaneous costs, partially offset by decreases in travel expenses, reimbursable loan fees and other losses.

Non-interest expense increased $2.8 million, or 0.6%, to $472.9 million for the year ended December 31, 2023, from $475.6 million for the same period in 2022. The primary factors that resulted in this decrease was the decrease in merger expense, partially offset by increases in salaries and employee benefits expense and FDIC and state assessment expense. Other factors were changes related to occupancy and equipment expenses, data processing expenses, advertising expenses, amortization of intangibles, legal and accounting expenses and other expense.

Additional details for the year ended December 31, 2023 on some of the more significant changes are as follows:

•The $18.1 million increase in salaries and employee benefits expense is primarily due to the acquisition of Happy.

•The $6.9 million increase in occupancy and equipment expense is primarily due to increases in depreciation on buildings, machinery and equipment; utility expenses; lease expense; equipment maintenance and repairs; janitorial expenses; property taxes and other occupancy expenses related to the acquisition of Happy.

•The $1.4 million increase in data processing expense is primarily due to increases in telecommunication fees, depreciation of equipment and software, software licensing subscriptions, core processing expenses and computer expenses related to the acquisition of Happy.

•The $49.6 million decrease in merger and acquisition expense is due to costs associated with the acquisition of Happy.

•The $876,000 increase in advertising expense is primarily related to the acquisition of Happy.

•The $832,000 increase in amortization of intangibles is due to the acquisition of Happy.

•The $17.1 million increase in FDIC and state assessment expense is primarily due to the FDIC special assessment during the fourth quarter of 2023 and the acquisition of Happy during the second quarter of 2022. The $13.0 million FDIC special assessment was levied in order to recover the losses to the Deposit Insurance Fund associated with protecting uninsured depositors following the closures of Silicon Valley Bank and Signature Bank.

•The $4.2 million decrease in legal and accounting expense is primarily due to expenses related to a lawsuit brought by the Company which were incurred in 2022.

•The $5.1 million increase in other expenses is primarily related to the acquisition of Happy, partially offset by the reduction of $2.1 million in trust preferred securities redemption fees which were incurred in 2022.

Income Taxes

During 2024, the Company lowered its marginal tax rate from 24.989% to 24.433%. In an effort to more accurately reflect legislative and current state income apportionment, the state tax rate was lowered to 4.346%. This lowered the blended rate to 24.433%.

During 2023, the Company increased its marginal tax rate from 24.6735% to 24.989%. In an effort to more accurately reflect legislative and current state income apportionment, the state tax rate was increased to 5.049%. This raised the blended rate to 24.989%.

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During 2022, the Company lowered its marginal tax rate from 25.740% to 24.6735%. In an effort to more accurately reflect current state income apportionment and state tax rates, the state tax rate was lowered to 4.65%. This lowered the blended rate to 24.6735%. Apportionment changes related to the acquisition of Happy and statutory tax rate changes were the main drivers in the tax rate reduction.

Income tax expense increased $1.1 million, or 1.0%, to $120.1 million for the year ended December 31, 2024, from $119.0 million for 2023. Income tax expense increased $29.6 million, or 33.2%, to $119.0 million for the year ended December 31, 2023, from $89.3 million for 2022. The effective tax rates for the years ended December 31, 2024, 2023 and 2022 were 22.99%, 23.24% and 22.64%, respectively. The Company’s marginal tax rate was 24.433%, 24.989% and 24.6735% for years ended December 31, 2024, 2023 and 2022, respectively.

Financial Condition as of and for the Years Ended December 31, 2024 and 2023

Our total assets as of December 31, 2024 decreased $165.9 million to $22.49 billion from the $22.66 billion reported as of December 31, 2023. The decrease in total assets is primarily due to a $442.0 million decrease in investment securities resulting from paydowns and maturities and a $89.9 million decrease in cash and cash equivalents during the year. Our loan portfolio balance increased $339.8 million to $14.76 billion as of December 31, 2024, from $14.42 billion as of December 31, 2023. The increase in loans was due to $471.4 million in organic loan growth within our legacy footprint, which was partially offset by $131.7 million of organic loan decline from our CFG franchise during 2024. Total deposits increased $358.6 million to $17.15 billion as of December 31, 2024 compared to $16.79 billion as of December 31, 2023. Stockholders’ equity increased $170.0 million to $3.96 billion as of December 31, 2024, compared to $3.79 billion as of December 31, 2023. The increase in stockholders’ equity is primarily associated with the $402.2 million in net income, which was partially offset by the $150.0 million of shareholder dividends paid, the repurchase of $86.1 million of our common stock during 2024 and the $7.0 million decrease in accumulated other comprehensive income. The improvement in stockholders’ equity was 4.5% for the year ended December 31, 2024 compared to December 31, 2023.

Our total assets as of December 31, 2023 decreased $226.9 million to $22.66 billion from the $22.88 billion reported as of December 31, 2022. The decrease in total assets is primarily due to a $539.5 million decrease in investment securities resulting from paydowns and maturities, which was partially offset by a $275.4 million increase in cash and cash equivalents during the year. Our loan portfolio balance increased $15.2 million to $14.42 billion as of December 31, 2023, from $14.41 billion as of December 31, 2022. The increase in loans was due to $340.4 million in organic loan growth within our legacy footprint, which was partially offset by $325.2 million of organic loan decline from our CFG franchise during 2023. Total deposits decreased $1.15 billion to $16.79 billion as of December 31, 2023 compared to $17.94 billion as of December 31, 2022. The decrease in deposits was primarily due to the runoff of deposits during 2023 as a result of the rising interest rate environment. Stockholders’ equity increased $264.7 million to $3.79 billion as of December 31, 2023, compared to $3.53 billion as of December 31, 2022. The increase in stockholders’ equity is primarily associated with the $392.9 million in net income and the $56.4 million increase in accumulated other comprehensive income, which were partially offset by the $145.9 million of shareholder dividends paid and the repurchase of $48.3 million of our common stock during 2023. The improvement in stockholders’ equity was 7.5% for the year ended December 31, 2023 compared to December 31, 2022.

Loan Portfolio

Our loan portfolio averaged $14.68 billion and $14.31 billion during the years ended December 31, 2024 and 2023, respectively. Loans receivable were $14.76 billion as of December 31, 2024 compared to $14.42 billion as of December 31, 2023, an increase of $339.8 million, or 2.4%.

During 2024, the Company experienced $339.8 million in organic loan growth. The $339.8 million in organic loan growth included $471.4 million in organic loan growth for our legacy footprint, which was partially offset by $131.7 million of organic loan decline for Centennial CFG during 2024.

During 2023, the Company experienced $15.2 million in organic loan growth. The $15.2 million in organic loan growth included $340.4 million in organic loan growth for our legacy footprint, which was partially offset by $325.2 million of organic loan decline for Centennial CFG during 2023.

The most significant components of the loan portfolio were commercial real estate, residential real estate, consumer and commercial and industrial loans. These loans are generally secured by residential or commercial real estate or business or personal property. Although these loans are primarily originated within our franchises in Arkansas, Florida, Texas, South Alabama and Centennial CFG, the property securing these loans may not physically be located within our market areas of Arkansas, Florida, Texas, Alabama and New York. Loans receivable were approximately $3.42 billion, $4.15 billion, $3.90 billion, $111.0 million, $1.36 billion and $1.82 billion as of December 31, 2024 in Arkansas, Florida, Texas, Alabama, SPF and Centennial CFG, respectively.

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As of December 31, 2024, we had $1.16 billion of construction/land development loans which were collateralized by land. This consisted of $107.8 million for raw land and $1.05 billion for land with commercial and/or residential lots.

Table 8 presents our loans receivable balances by category as of December 31, 2024 and 2023.

Table 8: Loans Receivable

As of December 31,
20242023
(In thousands)
Real estate:
Commercial real estate loans:
Non-farm/non-residential$5,426,780$5,549,954
Construction/land development2,736,2142,293,047
Agricultural336,993325,156
Residential real estate loans:
Residential 1-4 family1,956,4891,844,260
Multifamily residential496,484435,736
Total real estate10,952,96010,448,153
Consumer1,234,3611,153,690
Commercial and industrial2,022,7752,324,991
Agricultural367,251307,327
Other187,153190,567
Total loans receivable$14,764,500$14,424,728

Commercial Real Estate Loans. We originate non-farm and non-residential loans (primarily secured by commercial real estate), construction/land development loans, and agricultural loans, which are generally secured by real estate located in our market areas. Our commercial mortgage loans are generally collateralized by first liens on real estate and amortized (where defined) over a 15 to 30-year period with balloon payments due at the end of one to five years. These loans are generally underwritten by assessing cash flow (debt service coverage), primary and secondary source of repayment, the financial strength of any guarantor, the strength of the tenant (if any), the borrower’s liquidity and leverage, management experience, ownership structure, economic conditions and industry specific trends and collateral. Generally, we will loan up to 85% of the value of improved property, 65% of the value of raw land and 75% of the value of land to be acquired and developed. A first lien on the property and assignment of lease is required if the collateral is rental property, with second lien positions considered on a case-by-case basis.

As of December 31, 2024, commercial real estate loans totaled $8.50 billion, or 57.6% of loans receivable, as compared to $8.17 billion, or 56.7% of loans receivable, as of December 31, 2023. Commercial real estate loans originated in our Arkansas, Florida, Texas, Alabama, SPF and Centennial CFG markets were $2.18 billion, $2.61 billion, $2.17 billion, $45.0 million, zero and $1.49 billion, respectively, at December 31, 2024.

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Table 9 presents the composition of the funded and unfunded balances of our CRE portfolio by loan type, as of December 31, 2024 and December 31, 2023, and their respective percentages of our total CRE portfolio.

Table 9: CRE Loan Concentrations

December 31, 2024
Funded Balance% of CRE LoansUnfunded Balance% of CRE Loans
(Dollars in thousands)
Non-Farm/Non-Residential:
Single Purpose Building$829,6979.8%$64,9482.5%
Office Building1,070,45912.6107,7694.2
Hotel1,081,12012.724,6521.0
Industrial385,0724.529,5171.1
Retail507,4056.012,5790.5
Owner-Occupied (1)1,553,02718.2167,3996.5
Construction/Land Development:
Construction Residential-Spec433,9645.1330,11912.8
Residential Land Development537,6866.386,2003.4
Construction Commercial337,7274.0360,34014.0
Construction Multi Family556,1686.5908,97635.4
Commercial Land Development512,2846.099,1653.9
Construction Residential-Presold186,3252.2141,0475.5
Construction Hotel64,2390.8191,0887.4
Raw Land107,8211.38,2150.3
Agricultural (1)336,9934.038,9131.5
Total Commercial Real Estate (2)$8,499,987100.0%$2,570,927100.0%
December 31, 2023
Funded Balance% of CRE LoansUnfunded Balance% of CRE Loans
(Dollars in thousands)
Non-Farm/Non-Residential:
Single Purpose Building$979,80212.0%$79,5983.2%
Office Building1,023,91712.589,4643.6
Hotel1,067,02813.134,3741.4
Industrial401,1254.937,3421.5
Retail579,8867.119,7440.8
Owner-Occupied (1)1,498,19618.498,6814.0
Construction/Land Development:
Construction Residential-Spec408,0235.0427,56317.2
Residential Land Development475,6155.888,8563.6
Construction Commercial492,4216.0388,48615.7
Construction Multi Family189,7112.3753,28530.3
Commercial Land Development327,1944.051,3032.1
Construction Residential-Presold200,1142.4160,8096.5
Construction Hotel127,7841.6227,5309.2
Raw Land72,1850.91,119
Agricultural (1)325,1564.021,6400.9
Total Commercial Real Estate (2)$8,168,157100.0%$2,479,794100.0%

(1)    Agriculture real estate loans and owner-occupied non-farm non-residential loans are not included within CRE for regulatory reporting purposes.

(2)     Excludes multi-family residential loans of $496.5 million and $435.7 million as of December 31, 2024 and December 31, 2023, respectively, which are included in the residential real estate loans throughout the filing. Multi-family residential loans are included in CRE for regulatory purposes.

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Table 10 presents the composition of our CRE loan portfolio by the ten largest geographical locations of the collateral as of December 31, 2024 and December 31, 2023.

Table 10: Geographical Locations of CRE Loans

Top 10 Geographical States for CRE Loan Collateral Concentrations
FloridaTexasArkansasNew YorkGeorgiaUtahAlabamaCaliforniaPennsylvaniaTennesseeAll Other AreasTotal
As of December 31, 2024
Non-Farm/Non-Residential:
Single Purpose Building$275,440$212,649$168,691$49,278$17,506$$6,494$429$$1,586$97,624$829,697
Office Building333,230355,79464,06250,09191,72318,93425,616131,0091,070,459
Hotel541,001263,64799,8304,94324,31918,57516,419112,3861,081,120
Industrial44,39291,34440,90857,55659,74520,04171,086385,072
Retail148,053252,08756,8854,15812,166(100)43533,721507,405
Owner-Occupied (1)492,655431,489337,93521,05126,3145,74883,1996,911147,7251,553,027
Construction/Land Development:
Construction Residential - Spec150,143107,14941,299126,299828,992433,964
Residential Land Development148,897102,36951,865304165,6432,3292,46663,813537,686
Construction Commercial84,027111,19962,54915,15912,4511,182(213)8769,19441,303337,727
Construction Multi Family240,25572,67632,812139,13019,32622837,88113,860556,168
Commercial Land Development118,72970,70031,84137,82040,0689,75250,24842,181110,945512,284
Construction Residential - Presold93,51761,53829,9371,022311186,325
Construction Hotel6,6939,79622,03613,5555,1527,00764,239
Raw Land9,0368,53731,6491,31134,38822,900107,821
Agricultural (1)32,589176,084106,6843,73617,900336,993
Total Commercial Real Estate (2)$2,718,657$2,327,058$1,178,983$484,434$208,526$178,094$166,794$146,286$109,919$100,654$880,582$8,499,987
Top 10 Geographical States for CRE Loan Collateral Concentrations
FloridaTexasArkansasNew YorkUtahAlabamaGeorgiaCaliforniaPennsylvaniaOklahomaAll Other AreasTotal
As of December 31, 2023
Non-Farm/Non-Residential:
Single Purpose Building$301,505$330,203$183,961$52,945$$11,810$5,228$1,396$2,317$5,200$85,237$979,802
Office Building323,320276,42586,95150,29419,68695,45728,50142,885100,3981,023,917
Hotel518,592223,750106,97559,91019,37423,76024,25490,4131,067,028
Industrial41,13864,06039,51793,32371,46524,79666,826401,125
Retail177,569243,36464,0497,28511,97723,37231951,951579,886
Owner-Occupied (1)476,507429,440309,5849,37615,65423,9914,61786,87418,993123,1601,498,196
Construction/Land Development:
Construction Residential - Spec124,019103,48335,46188,6702,76349740,62412,506408,023
Residential Land Development93,644123,28447,952189,4352,86822618,206475,615
Construction Commercial115,757226,68431,9644,29311,248102,475492,421
Construction Multi Family44,17926,08248,48553,7118,3761898,689189,711
Commercial Land Development71,67035,64733,29481,0045,76419,02980,786327,194
Construction Residential - Presold125,00449,65423,2481,184125899200,114
Construction Hotel70,78150,3463,208(208)(130)3,787127,784
Raw Land8,28315,33423,6492,83720,8941,18872,185
Agricultural (1)23,637182,49599,2433,1043601,22715,090325,156
Total Commercial Real Estate (2)$2,515,605$2,380,251$1,137,541$487,142$198,811$172,571$160,637$143,104$117,881$93,003$761,611$8,168,157

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(1)     Agriculture real estate loans and owner-occupied non-farm non-residential loans are not included within CRE for regulatory reporting purposes.

(2)     Excludes multi-family residential loans of $496.5 million and $435.7 million as of December 31, 2024 and December 31, 2023, respectively, which are included in the residential real estate loans throughout the filing. Multi-family residential loans are included in CRE for regulatory purposes.

Our loan policy states that in order to achieve a well-balanced, diversified credit portfolio, concentrations containing inappropriate or excessive risk are to be avoided. It is the goal of the Company to maintain a prudent diversification of loans. We define a concentration of credit as direct or indirect obligations according to the following guidelines: (i) concentrations of 25% or more of total risk-based capital by individual borrower, small, interrelated group of individuals, single repayment source or individual project; (ii) concentrations of 100% or more of total risk-based capital by industry or product line. As of December 31, 2024, we have not met the threshold for the concentration limits. In addition, the Bank's board of directors monitors the CRE loan portfolio for concentrations related to geography, industry, and collateral type and determines applicable guidelines. The Chief Lending Officer also reviews the portfolio periodically to determine if any concentrations exist and makes recommendations with respect to setting internal guidelines.

The Company also monitors key risk indicators ("KRIs") on a quarterly basis for the overall loan portfolio as well as specific KRIs for the CRE portfolio. The KRIs are tied to the Bank's appetite for credit risk which is reflected in the Bank's credit policy and underwriting criteria. The KRIs related to underwriting include loan downgrades by loan review, loan downgrades to classified levels and loan policy exceptions (loan to value, debt coverage ratio and credit score). The KRIs related to CRE loans include concentrations of construction and land loans, concentrations of total CRE loans, CRE loans in excess of loan to value guidelines and total real estate loans in excess of loan to value guidelines. The results of the KRI analysis are presented to the Bank's Asset Quality Committee on a quarterly basis. Any exceptions to established limits and thresholds are monitored and addressed in a timely manner as required by the Asset Quality Committee.

The Company has a CRE strategy and contingency plan which outlines the principles required to adequately manage our CRE exposures. It discusses the inherent risks within CRE lending, as well as the risks unique to specific lending activities and property taxes. In addition, the plan outlines internal limits related to CRE lending, reasoning for operating outside those limits, and provides for a contingency plan to reduce the CRE exposures under adverse economic conditions or other situations where it is deemed necessary to do so. The responsibility for monitoring the Company’s CRE strategy and contingency plan, and subsequent reporting to management and the Bank’s board of directors, lies with the Chief Lending Officer and the Asset Quality Committee. Within the CRE strategy and contingency plan, we established four adverse economic triggers to measure on an ongoing basis to attempt to determine when a change in CRE strategy might be warranted, at least from an external economic perspective. If one or a combination of these triggers have exceeded board approved thresholds, the Bank’s Executive Risk Committee will determine which action or combination of actions to take based on the specific situation. The required actions are likely to focus on tightening/loosening of underwriting criteria, potential capital raises or loan distribution actions such as selling or participating loans. However, other action steps may be considered necessary depending upon the specific situation. As of December 31, 2024, none of the triggers exceeded our internal guidelines, and we have not recommended any additional changes to our underwriting standards because the Company considers the current standards to be adequate in addressing the risks to our CRE portfolio.

Residential Real Estate Loans. We originate one to four family, residential mortgage loans generally secured by property located in our primary market areas. Approximately 57.1% and 36.2% of our residential mortgage loans consist of owner occupied 1-4 family properties and non-owner occupied 1-4 family properties (rental), respectively, as of December 31, 2024, with the remaining 6.7% relating to condos and mobile homes. Residential real estate loans generally have a loan-to-value ratio of up to 90%. These loans are underwritten by giving consideration to many factors including the borrower’s ability to pay, stability of employment or source of income, debt-to-income ratio, credit history and loan-to-value ratio.

As of December 31, 2024, residential real estate loans totaled $2.45 billion, or 16.6%, of loans receivable, compared to $2.28 billion, or 15.8% of loans receivable, as of December 31, 2023. Residential real estate loans originated in our franchises in our Arkansas, Florida, Texas, Alabama, SPF and Centennial CFG markets were $587.4 million, $1.03 billion, $649.8 million, $35.8 million, zero and $147.4 million, respectively, at December 31, 2024.

Consumer Loans. Our consumer loans are composed of secured and unsecured loans originated by our bank, the primary portion of which consists of loans to finance USCG registered high-end sail and power boats within our SPF division The performance of consumer loans will be affected by the local and regional economies as well as the rates of personal bankruptcies, job loss, divorce and other individual-specific characteristics.

As of December 31, 2024, consumer loans totaled $1.23 billion, or 8.4% of loans receivable, compared to $1.15 billion, or 8.0% of loans receivable, as of December 31, 2023. Consumer loans originated in our Arkansas, Florida, Texas, Alabama, SPF and Centennial CFG markets were $21.7 million, $6.7 million, $10.5 million, $470,000, $1.19 billion and zero, respectively, at December 31, 2024.

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Commercial and Industrial Loans. Commercial and industrial loans are made for a variety of business purposes, including working capital, inventory, equipment and capital expansion. The terms for commercial loans are generally one to seven years. Commercial loan applications must be supported by current financial information on the borrower and, where appropriate, by adequate collateral. Commercial loans are generally underwritten by addressing cash flow (debt service coverage), primary and secondary sources of repayment, the financial strength of any guarantor, the borrower’s liquidity and leverage, management experience, ownership structure, economic conditions and industry specific trends and collateral. The loan to value ratio depends on the type of collateral. Generally speaking, accounts receivable are financed at between 50% and 80% of accounts receivable less than 60 days past due. Inventory financing will range between 50% and 80% (with no work in process) depending on the borrower and nature of inventory. We require a first lien position for those loans.

As of December 31, 2024, commercial and industrial loans totaled $2.02 billion, or 13.7% of loans receivable, which compared to $2.32 billion, or 16.1% of loans receivable, as of December 31, 2023. Commercial and industrial loans originated in our Arkansas, Florida, Texas, Alabama, SPF and Centennial CFG markets were $443.1 million, $462.6 million, $770.6 million, $24.9 million, $162.5 million and $159.2 million, respectively, at December 31, 2024.

Agricultural Loans. Agricultural loans include loans for financing agricultural production, including loans to businesses or individuals engaged in the production of timber, poultry, livestock or crops and are not categorized as part of real estate loans. Our agricultural loans are generally secured by farm machinery, livestock, crops, vehicles or other agricultural-related collateral. A portion of our portfolio of agricultural loans is comprised of loans to individuals which would normally be characterized as consumer loans except for the fact that the individual borrowers are primarily engaged in the production of timber, poultry, livestock or crops.

As of December 31, 2024, agricultural loans totaled $367.3 million, or 2.5% of loans receivable, compared to the $307.3 million, or 2.1% of loans receivable as of December 31, 2023. Agricultural loans originated in our Arkansas, Florida and Texas markets were $73.2 million, $60,000 and $294.0 million, respectively, and zero in our Alabama, SPF and Centennial CFG markets at December 31, 2024.

Table 11 presents the distribution of the maturity of our total loans as of December 31, 2024. The table also presents the portion of our loans that have fixed interest rates and interest rates that fluctuate over the life of the loans based on changes in the interest rate environment.

The loans acquired during our acquisitions accrete interest income through accretion of the difference between the carrying amount of the loans and the expected cash flows. Increases in the credit quality or cash flows of loans (reflected as an adjustment to yield and accreted into income over the weighted-average life of the loans).

Table 11: Maturity Distribution of Loan Portfolio and Interest Rate Detail of Loans Due After One Year

Maturity Distribution of Loan Portfolio
One Year or LessOver One Year Through Five YearsOver Five Years Through Fifteen YearsOver Fifteen YearsTotal Loans Receivable
(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential$1,564,907$2,629,878$977,997$253,998$5,426,780
Construction/land development1,111,3421,298,697163,642162,5332,736,214
Agricultural106,062125,41576,29729,219336,993
Residential real estate loans
Residential 1-4 family252,604323,039276,2691,104,5771,956,489
Multifamily residential149,542263,24254,71228,988496,484
Total real estate3,184,4574,640,2711,548,9171,579,31510,952,960
Consumer13,71027,073319,717873,8611,234,361
Commercial and industrial763,035880,786361,71217,2422,022,775
Agricultural300,65853,33012,531732367,251
Other40,289122,2218,88515,758187,153
Total loans receivable$4,302,149$5,723,681$2,251,762$2,486,908$14,764,500

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Loans Due After One Year
Predetermined Interest RatesFloating or Adjustable Interest RatesTotal
(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential$1,485,980$2,375,893$3,861,873
Construction/land development240,6811,384,1911,624,872
Agricultural101,104129,827230,931
Residential real estate loans
Residential 1-4 family592,3661,111,5191,703,885
Multifamily residential185,213161,729346,942
Total real estate2,605,3445,163,1597,768,503
Consumer1,181,17639,4751,220,651
Commercial and industrial334,923924,8171,259,740
Agricultural31,48935,10466,593
Other92,57754,287146,864
Total loans receivable$4,245,509$6,216,842$10,462,351

Non-Performing Assets

We classify our problem loans into three categories: past due loans, special mention loans and classified loans (accruing and non-accruing).

When management determines that a loan is no longer performing, and that collection of interest appears doubtful, the loan is placed on non-accrual status. Generally, loans that are 90 days past due are placed on non-accrual status unless they are adequately secured and there is reasonable assurance of full collection of both principal and interest. Our management closely monitors all loans that are contractually 90 days past due, treated as “special mention” or otherwise classified or on non-accrual status.

Purchased loans that have experienced more than insignificant credit deterioration since origination are PCD loans. An allowance for credit losses is determined using the same methodology as other loans. For PCD loans not individually analyzed for impairment, the Company develops separate PCD models for each loan segment. The initial allowance for credit losses determined on a collective basis is allocated to individual loans. The sum of the loan’s purchase price and allowance for credit losses becomes its initial amortized cost basis. The difference between the initial amortized cost basis and the par value of the loan is a non-credit discount or premium, which is amortized into interest income over the life of the loan. Subsequent changes to the allowance for credit losses are recorded through the provision for credit losses. The Company held approximately $76.3 million and $130.7 million in PCD loans, as of December 31, 2024 and 2023, respectively.

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Table 12 sets forth information with respect to our non-performing assets as of December 31, 2024 and 2023. As of these dates, all non-performing restructured loans are included in non-accrual loans.

Table 12: Non-performing Assets

As of December 31,
20242023
(Dollars in thousands)
Non-accrual loans$93,853$59,971
Loans past due 90 days or more (principal or interest payments)5,0344,130
Total non-performing loans98,88764,101
Other non-performing assets
Foreclosed assets held for sale, net43,40730,486
Other non-performing assets63785
Total other non-performing assets43,47031,271
Total non-performing assets$142,357$95,372
Allowance for credit losses to non-accrual loans293.95%480.62%
Allowance for credit losses to non-performing loans278.99449.66
Non-accrual loans to total loans0.640.42
Non-performing loans to total loans0.670.44
Non-performing assets to total assets0.630.42

Our non-performing loans are comprised of non-accrual loans and accruing loans that are contractually past due 90 days. Our bank subsidiary recognizes income principally on the accrual basis of accounting. When loans are classified as non-accrual, the accrued interest is charged off and no further interest is accrued, unless the credit characteristics of the loan improve. If a loan is determined by management to be uncollectible, the portion of the loan determined to be uncollectible is then charged to the allowance for credit losses.

As of December 31, 2024, our non-performing loans increased to $98.9 million, or 0.67%, of total loans from $64.1 million, or 0.44%, of total loans as of December 31, 2023. The allowance for credit losses as a percentage of non-performing loans decreased to 278.99% as of December 31, 2024, compared to 449.66% as of December 31, 2023. As of December 31, 2024, our non-performing assets increased to $142.4 million, or 0.63%, of total assets from $95.4 million, or 0.42%, of total assets as of December 31, 2023.

The table below shows the non-performing loans and non-performing assets by region as of December 31, 2024:

(in thousands)TexasArkansasCentennial CFGShore Premier FinanceFloridaAlabamaTotal
Non-accrual loans$23,494$18,448$7,390$5,537$38,778$206$93,853
Loans 90+ days past due4,1345383625,034
Total non-performing loans$27,628$18,986$7,390$5,537$39,140$206$98,887
Foreclosed assets held for sale13,92475722,7755,95143,407
Other non-performing assets6363
Total other non-performing assets$13,987$757$22,775$$5,951$$43,470
Total non-performing assets$41,615$19,743$30,165$5,537$45,091$206$142,357

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The table below shows the non-performing loans and non-performing assets by region as of December 31, 2023:

(in thousands)TexasArkansasCentennial CFGShore Premier FinanceFloridaAlabamaTotal
Non-accrual loans$29,391$15,319$2,764$2,768$9,316$413$59,971
Loans 90+ days past due4,092384,130
Total non-performing loans$33,483$15,357$2,764$2,768$9,316$413$64,101
Foreclosed assets held for sale26416722,7757,28030,486
Other non-performing assets63722785
Total other non-performing assets$327$167$22,775$$8,002$$31,271
Total non-performing assets$33,810$15,524$25,539$2,768$17,318$413$95,372

The $7.4 million balance of non-accrual loans for our Centennial CFG Capital Markets Group at December 31, 2024 consists of three loans that are assessed for credit risk by the Federal Reserve under the Shared National Credit Program. The loans are not current on either principal or interest, and we have reversed any interest that had accrued subsequent to the non-accrual date designated by the Federal Reserve. Any interest payments that are received will be applied to the principal balance. In addition, the $22.8 million balance of foreclosed assets held for sale for our Centennial CFG Property Finance Group consists of an office building located in California which was placed in foreclosed assets held for sale during the fourth quarter of 2023. This represents the largest component of the Company's $43.4 million in foreclosed assets held for sale.

Debt restructuring generally occurs when a borrower is experiencing, or is expected to experience, financial difficulties in the near term. As a result, we will work with the borrower to prevent further difficulties, and ultimately to improve the likelihood of recovery on the loan. In those circumstances it may be beneficial to restructure the terms of a loan and work with the borrower for the benefit of both parties, versus forcing the property into foreclosure and having to dispose of it in an unfavorable and depressed real estate market. When we have modified the terms of a loan, we usually either reduce the monthly payment and/or interest rate for generally about three to twelve months. For our restructured loans that accrue interest at the time the loan is restructured, it would be a rare exception to have charged-off any portion of the loan. As of December 31, 2024, we had $105.9 million of restructured loans that are in compliance with the modified terms and are not reported as past due or non-accrual. Our Florida market contains $1.3 million, our Arkansas market contains $1.9 million, our Texas market contains $100.5 million and our New York region contains $2.2 million of these restructured loans.

During the year ended December 31, 2024, the Company restructured approximately $108.4 million in loans to 13 borrowers. The ending balance of these loans as of December 31, 2024, was $100.5 million. Three of the modified loans pertained to one borrower relationship and accounted for $99.1 million of the total post-modification outstanding balance. The modification involved three new loans being underwritten resulting in the interest rate decreasing by 12 basis points and one of the loans in the relationship being charged-off. The charged-off amount was $26.1 million. Five of the $122.7 million in restructured loans held by the Company were considered to be collateral dependent as of December 31, 2024. The outstanding balance of these loans was $114.7 million, and the specific reserve was $2.9 million.

The majority of the Bank’s restructured loans involve reducing the interest rate, changing from a principal and interest payment to interest-only, lengthening the amortization period, or a combination of some or all of the three. In addition, it is common for the Bank to seek additional collateral or guarantor support when modifying a loan. At December 31, 2024, the amount of restructured loans was $122.7 million. As of December 31, 2024, 86.3% of all restructured loans were performing to the terms of the restructure.

Total foreclosed assets held for sale were $43.4 million as of December 31, 2024, compared to $30.5 million as of December 31, 2023 for a increase of $12.9 million. The foreclosed assets held for sale as of December 31, 2024 are comprised of approximately $757,000 of assets located in Arkansas, $5.9 million of assets located in Florida, $14.0 million located in Texas, zero located in Alabama, zero for SPF and $22.8 million of assets in our Centennial CFG market. The majority of the foreclosed assets held for sale is comprised of three properties. The first is an office building located in Santa Monica, California with a carrying value of $22.8 million. The second is an apartment complex which is under construction in Gunter, Texas with a carrying value of $12.1 million, and the third is an office building located in Miami, Florida with a carrying value of $5.5 million. These three properties account for $40.4 million of the balance of foreclosed assets held for sale at December 31, 2024. During the year ended December 31, 2024, the office building in Miami, Florida was written down by $1.5 million and the apartment complex in Gunter, Texas was written down by $1.0 million.

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Table 13 shows the summary of foreclosed assets held for sale as of December 31, 2024 and 2023.

Table 13: Total Foreclosed Assets Held for Sale

December 31
20242023
(In thousands)
Commercial real estate loans
Non-farm/non-residential$28,392$29,894
Construction/land development13,39147
Residential real estate loans
Residential 1-4 family1,624545
Total foreclosed assets held for sale$43,407$30,486

The Company had $268.0 million and $94.9 million in impaired loans (which includes loans individually analyzed for credit losses for which a specific reserve has been recorded, non-accrual loans, loans past due 90 days or more and restructured loans made to borrowers experiencing financial difficulty) as of December 31, 2024 and December 31, 2023, respectively. As of December 31, 2024, average impaired loans were $139.6 million compared to $160.9 million as of December 31, 2023. The amortized cost balance for loans with a specific allocation increased from $10.5 million to $92.7 million, and the specific allocation for impaired loans increased by approximately $17.4 million for the period ended December 31, 2024 compared to the period ended December 31, 2023. As of December 31, 2024, our Arkansas, Florida, Texas, Alabama, SPF and Centennial CFG markets accounted for approximately $24.6 million, $62.4 million, $157.6 million, $206,000, $13.5 million and $9.7 million, respectively, of the impaired loans.

Past Due and Non-Accrual Loans

Table 14 shows the summary non-accrual loans as of December 31, 2024 and 2023:

Table 14: Total Non-Accrual Loans

As of December 31,
20242023
(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential$35,868$13,178
Construction/land development3,70212,094
Agricultural559431
Residential real estate loans
Residential 1-4 family22,53920,351
Multifamily residential13,083
Total real estate75,75146,054
Consumer6,1783,423
Commercial and industrial10,9319,982
Agricultural & other993512
Total non-accrual loans$93,853$59,971

If the non-accrual loans had been accruing interest in accordance with the original terms of their respective agreements, interest income of approximately $7.4 million for the year ended December 31, 2024, $5.4 million in 2023, and $4.0 million in 2022 would have been recorded. Interest income recognized on the non-accrual loans for the years ended December 31, 2024, 2023 and 2022 was considered immaterial.

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Table 15 shows the summary of accruing past due loans 90 days or more as of December 31, 2024 and 2023:

Table 15: Total Loans Accruing Past Due 90 Days or More

As of December 31,
20242023
(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential$304$2,177
Construction/land development600255
Residential real estate loans
Residential 1-4 family1,83584
Total real estate2,7392,516
Consumer3279
Commercial and industrial2,2631,535
Total loans accruing past due 90 days or more$5,034$4,130

Our total loans accruing past due 90 days or more and non-accrual loans to total loans was 0.67% and 0.44% as of December 31, 2024 and 2023, respectively.

Allowance for Credit Losses

Overview. The allowance for credit losses on loans receivable decreased from $288.2 million as of December 31, 2023 to $275.9 million as of December 31, 2024. The specific reserve for loans individually analyzed for credit losses was $23.8 million on $209.8 million of individually analyzed loans as of December 31, 2024, compared to a reserve of $6.4 million on $171.7 million of individually analyzed loans as of December 31, 2023. The allowance for credit losses as a percentage of loans was 1.87% and 2.00% at December 31, 2024 and December 31, 2023, respectively.

Loans Collectively Evaluated for Credit Loss. Loans receivable collectively evaluated for credit loss increased by approximately $301.7 million from $14.25 billion at December 31, 2023 to $14.55 billion at December 31, 2024. The percentage of the allowance for credit losses allocated to loans receivable collectively evaluated for credit loss to the total loans collectively evaluated for impairment decreased from 1.98% at December 31, 2023 to 1.73% at December 31, 2024.

Charge-offs and Recoveries. Total charge-offs increased to $63.0 million for the year ended December 31, 2024, compared to $16.1 million for the year ended December 31, 2023. Total recoveries decreased to $2.3 million for the year ended December 31, 2024, compared to $2.7 million for the same period in 2023. Net loans charged off for the years ended December 31, 2024 and 2023 were $60.8 million and $13.4 million, respectively. The increase in net charge-offs was due to the asset quality cleanup project the Company completed in the fourth quarter of 2024.

The charge-off detail by region for the year ended December 31, 2024 can be seen below.

(in thousands)TexasArkansasCentennial CFGShore Premier FinanceFloridaAlabamaTotal
Charge-off$51,251$5,952$2,195$1,751$1,836$51$63,036
Recovery77291122557202,282
Net charge-offs$50,479$5,041$2,195$1,729$1,279$31$60,754
Percentage of total83.1%8.3%3.6%2.8%2.1%0.1%100.0%

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The charge-off detail by region for the year ended December 31, 2023 can be seen below.

(in thousands)TexasArkansasCentennial CFGShore Premier FinanceFloridaAlabamaTotal
Charge-off$4,709$3,026$4,580$370$3,320$50$16,055
Recovery698839651,054142,670
Net charge-offs$4,011$2,187$4,580$305$2,266$36$13,385
Percentage of total30.0%16.3%34.2%2.3%16.9%0.3%100.0%

While the 2024 charge-offs and recoveries consisted of many relationships, there were seven individual relationships that consisted of charge-offs greater than $1.0 million. The first was a $26.1 million charge-off for a commercial real estate loan in our Texas market. The second was an $8.8 million charge-off for a commercial real estate loan in our Texas market. The third was a $6.5 million charge-off for a residential real estate loan in our Texas market. The fourth was a $3.0 million charge-off for a commercial and industrial loan in our Arkansas market. The fifth was a $2.0 million charge-off for a commercial and industrial loan in our Texas market. The sixth was a $2.0 million charge-off for a commercial and industrial loan in our Centennial CFG Market. The seventh was a $1.1 million charge-off for commercial real estate loan in our Texas market. As noted previously, the increase in charge-offs was primarily due to the asset quality cleanup project completed during the fourth quarter of 2024.

While the 2023 charge-offs and recoveries consisted of many relationships, there were two individual relationships that consisted of charge-offs greater than $1.0 million. The first was a $3.1 million charge-off for a commercial and industrial loan in our Centennial CFG market, and the second was a $1.5 million charge-off for a commercial real estate loan in our Florida market.

We have not charged off an amount less than what was determined to be the fair value of the collateral as presented in the appraisal, less estimated costs to sell (for collateral dependent loans), for any period presented. Loans partially charged-off are placed on non-accrual status until it is proven that the borrower's repayment ability with respect to the remaining principal balance can be reasonably assured. This is usually established over a period of 6-12 months of timely payment performance.

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Table 16 shows the allowance for credit losses, charge-offs and recoveries for loans as of and for the years ended December 31, 2024 and 2023.

Table 16: Analysis of Allowance for Credit Losses

As of December 31,
20242023
(Dollars in thousands)
Balance, beginning of year$288,234$289,669
Loans charged off
Real estate:
Commercial real estate loans:
Non-farm/non-residential38,1322,328
Construction/land development1,437263
Agricultural7
Residential real estate loans:
Residential 1-4 family567269
Multifamily residential6,500
Total real estate46,6362,867
Consumer2,214543
Commercial and industrial11,0899,157
Other3,0973,488
Total loans charged off63,03616,055
Recoveries of loans previously charged off
Real estate:
Commercial real estate loans:
Non-farm/non-residential59533
Construction/land development221113
Residential real estate loans:
Residential 1-4 family180321
Multifamily residential8
Total real estate460975
Consumer105101
Commercial and industrial628583
Other1,0891,011
Total recoveries2,2822,670
Net loans charged off (recovered)60,75413,385
Provision for credit loss - loans48,40011,950
Balance, end of year$275,880$288,234
Net charge-offs (recoveries) to average loans receivable0.41%0.09%
Allowance for credit losses to total loans1.872.00
Allowance for credit losses to net charge-offs (recoveries)454.092,153.41

Net charge-offs to average loans receivable were 0.41% and 0.09% as of December 31, 2024 and 2023, respectively. Despite the uptick in net charge-offs for the year due to the asset quality cleanup project, the Company considers the level immaterial for additional disclosure of net charge-offs to average loans outstanding by loan category.

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Table 17 presents the allocation of allowance for credit losses as of December 31, 2024 and 2023.

Table 17: Allocation of Allowance for Credit Losses

December 31, 2024
20242023
Allowance Amount% ofloans(1)Allowance Amount% ofloans(1)
(Dollars in thousands)
Real estate:
Commercial real estate loans:
Non-farm/non- residential$88,14136.7%$77,19438.5%
Construction/land development52,27118.533,87715.9
Agricultural residential real estate loans:3,1742.31,4412.3
Residential real estate loans:
Residential 1-4 family40,34713.251,31312.8
Multifamily residential10,4883.44,5473.0
Total real estate194,42174.1168,37272.5
Consumer27,5898.424,7288.0
Commercial and industrial48,33013.791,55116.1
Agricultural1,2912.51,2592.1
Other4,2491.32,3241.3
Total$275,880100.0%$288,234100.0%

(1)Percentage of loans in each category to total loans receivable.

Investment Securities

Our securities portfolio is the second largest component of earning assets and provides a significant source of revenue. Securities within the portfolio are classified as held-to-maturity ("HTM"), available-for-sale ("AFS"), or trading based on the intent and objective of the investment and the ability to hold to maturity. Fair values of securities are based on quoted market prices where available. If quoted market prices are not available, estimated fair values are based on quoted market prices of comparable securities. The estimated effective duration of our securities portfolio was 4.8 years as of December 31, 2024.

Securities held-to-maturity, which include any security for which we have the positive intent and ability to hold until maturity, are reported at historical cost adjusted for amortization of premiums and accretion of discounts. Premiums and discounts are amortized/accreted to the call date to interest income using the constant effective yield method over the estimated life of the security. We had $1.28 billion of held-to-maturity securities at both December 31, 2024 and 2023. As of December 31, 2024, $1.11 billion, or 86.8%, were invested in obligations of state and political subdivisions, compared to $1.11 billion, or 86.5%, as of December 31, 2023. As of December 31, 2024, $43.6 million, or 3.4%, were invested in obligations of U.S. Government-sponsored enterprises, compared to $43.3 million, or 3.4%, as of December 31, 2023. As of December 31, 2024, $124.2 million, or 9.7%, were invested in U.S. Government-sponsored mortgage-backed securities, compared to $130.3 million, or 10.2%, as of December 31, 2023.

Securities available-for-sale are reported at fair value with unrealized holding gains and losses reported as a separate component of stockholders’ equity as other comprehensive income. Securities that are held as available-for-sale are used as a part of our asset/liability management strategy. Securities that may be sold in response to interest rate changes, changes in prepayment risk, the need to increase regulatory capital, and other similar factors are classified as available-for-sale. Available-for-sale securities were $3.07 billion and $3.51 billion as of December 31, 2024 and 2023, respectively.

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As of December 31, 2024, $1.32 billion, or 43.1%, of our available-for-sale securities were invested in U.S. government-sponsored mortgage-backed securities, compared to $1.52 billion, or 43.3%, of our available-for-sale securities as of December 31, 2023. To reduce our income tax burden, $870.4 million, or 28.3%, of our available-for-sale securities portfolio as of December 31, 2024, were primarily invested in tax-exempt obligations of state and political subdivisions, compared to $916.3 million, or 26.1%, of our available-for-sale securities as of December 31, 2023. We had $284.8 million, or 9.3%, invested in obligations of U.S. Government-sponsored enterprises as of December 31, 2024, compared to $346.6 million, or 9.9%, of our available-for-sale securities as of December 31, 2023. We had $225.6 million, or 7.3%, invested in non-government-sponsored asset backed securities as of December 31, 2024, compared to $363.5 million, or 10.4%, of our available-for-sale securities as of December 31, 2023. As of December 31, 2024, $171.4 million, or 5.6%, of our available-for-sale securities were invested in private mortgage-backed securities, compared to $175.4 million, or 5.0%, of our available-for-sale securities as of December 31, 2023. Also, we had approximately $195.8 million, or 6.4%, invested in other securities as of December 31, 2024, compared to $185.6 million, or 5.3% of our available-for-sale securities as of December 31, 2023.

During the year ended December 31, 2024, the Company recovered $330,000 in AFS reserves due to an improvement in the unrealized loss position of one of the Company's subordinated debt investments. During the year ended December 31, 2023, one of the Company’s AFS subordinated debt investment securities was downgraded below investment grade. As result, the Company wrote down the value of the investment to its unrealized loss position, which required a $1.7 million provision, but the remaining $842,000 allowance for credit losses on AFS investments associated with certain securities in the subordinated debt portfolio within the banking sector was considered adequate. At December 31, 2022, the Company determined the $842,000 allowance for credit losses on AFS investments associated with certain securities in the subordinated debt portfolio within the banking sector was considered adequate. These investments are classified within the other securities category of the AFS portfolio.

At both December 31, 2024 and 2023, the $2.0 million allowance for credit losses for the held-to-maturity portfolio was considered adequate. No additional provision for credit losses was considered necessary for the HTM portfolio. During the year ended December 31, 2022, the Company recorded a $2.0 million provision for credit losses for the HTM portfolio as a result of the investment securities acquired as part of the Happy acquisition.

Table 18 presents the carrying value and fair value of available-for-sale and held-to-maturity investment securities as of December 31, 2024 and 2023.

Table 18: Investment Securities

December 31, 2024
Amortized CostAllowance for Credit LossesNet Carrying AmountGross Unrealized GainsGross Unrealized LossesFair Value
(In thousands)
Available-for-sale
U.S. government-sponsored enterprises$297,698$$297,698$1,164$(14,072)$284,790
U.S. government-sponsored mortgage-backed securities1,527,4631,527,463760(203,539)1,324,684
Private mortgage-backed securities184,643184,643(13,249)171,394
Non-government-sponsored asset backed securities228,751228,751331(3,434)225,648
State and political subdivisions956,055956,055335(86,029)870,361
Other securities215,662(2,195)213,467576(18,281)195,762
Total$3,410,272$(2,195)$3,408,077$3,166$(338,604)$3,072,639
December 31, 2024
Amortized CostAllowance for Credit LossesNet Carrying AmountGross Unrealized GainsGross Unrealized LossesFair Value
(In thousands)
Held-to-maturity
U.S. government-sponsored enterprises$43,560$$43,560$$(3,021)$40,539
U.S. government-sponsored mortgage-backed securities124,169124,169(6,695)117,474
State and political subdivisions1,109,480(2,005)1,107,47539(122,587)984,927
Total$1,277,209$(2,005)$1,275,204$39$(132,303)$1,142,940

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December 31, 2023
Amortized CostAllowance for Credit LossesNet Carrying AmountGross Unrealized GainsGross Unrealized LossesFair Value
(In thousands)
Available-for-sale
U.S. government-sponsored enterprises$361,494$$361,494$2,247$(17,093)$346,648
U.S. government-sponsored mortgage-backed securities1,711,6681,711,668310(191,557)1,520,421
Private mortgage-backed securities191,522191,522(16,117)175,405
Non-government-sponsored asset backed securities370,203370,203821(7,551)363,473
State and political subdivisions990,318990,3181,938(75,931)916,325
Other securities215,722(2,525)213,197402(28,030)185,569
Total$3,840,927$(2,525)$3,838,402$5,718$(336,279)$3,507,841
December 31, 2023
Amortized CostAllowance for Credit LossesNet Carrying AmountGross Unrealized GainsGross Unrealized LossesFair Value
(In thousands)
Held-to-maturity
U.S. government-sponsored enterprises$43,285$$43,285$$(2,607)$40,678
U.S. government-sponsored mortgage-backed securities130,278130,278106(4,362)126,022
State and political subdivisions1,110,424(2,005)1,108,419456(105,094)1,003,781
Total$1,283,987$(2,005)$1,281,982$562$(112,063)$1,170,481

Table 19 reflects the amortized cost and estimated fair value of available-for-sale and held-to-maturity securities as of December 31, 2024 and 2023, by contractual maturity as well as the weighted-average yields (for tax-exempt obligations on a fully taxable equivalent basis) of those securities by contractual maturity. Expected maturities could differ from contractual maturities because borrowers may have the right to call or prepay obligations, with or without call or prepayment penalties.

Table 19: Maturity and Yield Distribution of Investment Securities

December 31, 2024
1 Year or Less1 Year Through 5 Years5 Years Through 10 YearsOver 10 YearsMonthly Amortizing SecuritiesTotal Amortized CostTotal Fair Value
(Dollars in thousands)
Available-for-sale
U.S. government-sponsored enterprises$9,034$167,797$50,608$70,259$$297,698$284,790
U.S. government-sponsored mortgage-backed securities1,527,4631,527,4631,324,684
Private mortgage-backed securities184,643184,643171,394
Non-government-sponsored asset backed securities228,751228,751225,648
State and political subdivisions5,68751,211167,514731,643956,055870,361
Other securities3,01155,940146,32110,390215,662195,762
Total$17,732$274,948$364,443$812,292$1,940,857$3,410,272$3,072,639
Percentage of total amortized cost0.5%8.1%10.7%23.8%56.9%100.0%

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December 31, 2024
1 Year or Less1 Year Through 5 Years5 Years Through 10 YearsOver 10 YearsMonthly Amortizing SecuritiesTotal Amortized CostTotal Fair Value
(Dollars in thousands)
Held-to-maturity
U.S. government-sponsored enterprises$$14,455$29,105$$$43,560$40,539
U.S. government-sponsored mortgage-backed securities124,169124,169117,474
State and political subdivisions41,372336,948731,1601,109,480984,927
Total$$55,827$366,053$731,160$124,169$1,277,209$1,142,940
Percentage of total amortized cost%4.4%28.7%57.2%9.8%100.1%
December 31, 2024
1 Year or Less1 Year Through 5 Years5 Years Through 10 YearsOver 10 YearsMonthly Amortizing SecuritiesTax Equivalent Yield
(Dollars in thousands)
Available-for-sale
U.S. government-sponsored enterprises0.76%2.40%4.10%5.87%%3.49%
U.S. government-sponsored mortgage-backed securities2.702.70
Private mortgage-backed securities3.813.81
Non-government-sponsored asset backed securities5.025.02
State and political subdivisions3.343.033.742.883.04
Other securities4.184.324.974.31
Held-to-maturity
U.S. government-sponsored enterprises%2.42%3.34%%%3.03%
U.S. government-sponsored mortgage-backed securities4.304.30
State and political subdivisions3.193.383.723.60
December 31, 2023
1 Year or Less1 Year Through 5 Years5 Years Through 10 YearsOver 10 YearsMonthly Amortizing SecuritiesTotal Amortized CostTotal Fair Value
(Dollars in thousands)
Available-for-sale
U.S. government-sponsored enterprises$16,787$131,363$117,199$96,145$$361,494$346,648
U.S. government-sponsored mortgage-backed securities1,711,6681,711,6681,520,421
Private mortgage-backed securities191,522191,522175,405
Non-government-sponsored asset backed securities370,203370,203363,473
State and political subdivisions2,54041,095130,784815,899990,318916,325
Other securities52,328153,02010,374215,722185,569
Total$19,327$224,786$401,003$922,418$2,273,393$3,840,927$3,507,841
Percentage of total amortized cost0.5%5.9%10.4%24.0%59.2%100.0%

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December 31, 2023
1 Year or Less1 Year Through 5 Years5 Years Through 10 YearsOver 10 YearsMonthly Amortizing SecuritiesTotal Amortized CostTotal Fair Value
(Dollars in thousands)
Held-to-maturity
U.S. government-sponsored enterprises$$9,510$33,775$$$43,285$40,678
U.S. government-sponsored mortgage-backed securities130,278130,278126,022
State and political subdivisions17,988272,169820,2671,110,4241,003,781
Other securities
Total$$27,498$305,944$820,267$130,278$1,283,987$1,170,481
Percentage of total amortized cost%2.1%23.8%63.9%10.2%100.0%
December 31, 2023
1 Year or Less1 Year Through 5 Years5 Years Through 10 YearsOver 10 YearsMonthly Amortizing SecuritiesTax Equivalent Yield
(Dollars in thousands)
Available-for-sale
U.S. government-sponsored enterprises1.79%2.53%3.65%6.04%%3.79%
U.S. government-sponsored mortgage-backed securities2.632.63
Private mortgage-backed securities3.873.87
Non-government-sponsored asset backed securities6.416.41
State and political subdivisions3.883.003.142.832.88
Other securities3.994.194.754.17
Held-to-maturity
U.S. government-sponsored enterprises%2.45%3.20%%%3.04%
U.S. government-sponsored mortgage-backed securities4.224.22
State and political subdivisions3.043.223.513.43

The weighted average tax-equivalent yield is calculated by multiplying the carried book value by the tax-equivalent yield for each security and is then grouped by investment type and maturity. Tax-exempt obligations have been computed on a tax-equivalent basis. Taxable-equivalent adjustments are the result of increasing income from tax-free investments by an amount equal to the taxes that would be paid if the income were fully taxable, thus making tax-exempt yields comparable to taxable asset yields. Taxable equivalent adjustments were based upon 24.433% and 24.989% income tax rates for 2024 and 2023, respectively. In 2024, $31.0 million of interest income on debt securities was excluded from Federal taxation, and $13.1 million was excluded from state taxation. In 2023, $31.6 million of interest income on debt securities was excluded from Federal taxation, and $18.9 million was excluded from state taxation.

Deposits

Our deposits averaged $16.85 billion for the year ended December 31, 2024 and $17.05 billion for 2023. Total deposits increased $358.6 million, or 2.1%, to $17.15 billion as of December 31, 2024, from $16.79 billion as of December 31, 2023. Uninsured deposits including related interest accrued and unpaid were $8.73 billion as of December 31, 2024 compared to $8.34 billion as of December 31, 2023. Deposits are our primary source of funds. We offer a variety of products designed to attract and retain deposit customers. Those products consist of checking accounts, regular savings deposits, NOW accounts, money market accounts and certificates of deposit. Deposits are gathered from individuals, partnerships and corporations in our market areas. In addition, we obtain deposits from state and local entities and, to a lesser extent, U.S. Government and other depository institutions.

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Our policy also permits the acceptance of brokered deposits. From time to time, when appropriate in order to fund strong loan demand, we accept brokered time deposits, generally in denominations of less than $250,000, from a regional brokerage firm, and other national brokerage networks. We also participate in the One-Way Buy Insured Cash Sweep (“ICS”) service and similar services, which provide for one-way buy transactions among banks for the purpose of purchasing cost-effective floating-rate funding without collateralization or stock purchase requirements. Management believes these sources represent a reliable and cost-efficient alternative funding source for the Company. However, to the extent that our condition or reputation deteriorates, or to the extent that there are significant changes in market interest rates which we do not elect to match, we may experience an outflow of brokered deposits. In that event we would be required to obtain alternate sources for funding.

Table 20 reflects the classification of the brokered deposits as of December 31, 2024 and 2023.

Table 20: Brokered Deposits

December 31, 2024December 31, 2023
(In thousands)
Insured Cash Sweep and Other Transaction Accounts$448,442$401,004
Total Brokered Deposits$448,442$401,004

The interest rates paid are competitively priced for each particular deposit product and structured to meet our funding requirements. We will continue to manage interest expense through deposit pricing. We may allow higher rate deposits to run off during periods of limited loan demand. We believe that additional funds can be attracted, and deposit growth can be realized through deposit pricing if we experience increased loan demand or other liquidity needs.

The Federal Reserve Board sets various benchmark rates, including the Federal Funds rate, and thereby influences the general market rates of interest, including the deposit and loan rates offered by financial institutions. The Federal Reserve increased the target rate four times during 2023. First, on February 1, 2023, the target rate was increased to 4.50% to 4.75%, second, on March 22, 2023, the target rate was increased to 4.75% to 5.00%, third, on May 3, 2023, the target rate was increased to 5.00% to 5.25% and fourth, on July 26, 2023, the target rate was increased to 5.25% to 5.50%. The Federal Reserve reduced the target rate three times during 2024. First, on September 18, 2024, the Federal Reserve reduced the target rate to 4.75% to 5.00%, second, on November 7, 2024, the target rate was reduced to 4.50% to 4.75% and third, on December 18, 2024, the target rate was reduced to 4.25% to 4.50%.

Table 21 reflects the classification of the average deposits and the average rate paid on each deposit category which is in excess of 10 percent of average total deposits, for the years ended December 31, 2024, 2023, and 2022.

Table 21: Average Deposit Balances and Rates

Years Ended December 31,
202420232022
Average AmountAverage Rate PaidAverage AmountAverage Rate PaidAverage AmountAverage Rate Paid
(Dollars in thousands)
Non-interest-bearing transaction accounts$4,029,684%$4,599,241%$5,378,906%
Interest-bearing transaction accounts9,953,7842.979,905,6962.5110,146,5370.77
Savings deposits1,124,2190.841,256,5480.781,374,2440.22
Time deposits:
$100,000 or more1,150,7374.28822,9773.17631,2760.53
Other time deposits596,5653.75461,1792.46402,1550.39
Total$16,854,9892.23%$17,045,6411.74%$17,933,1180.48%

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Table 22 presents our maturities of time deposits as of December 31, 2024 and December 31, 2023.

Table 22: Maturities of Time Deposits

As of December 31,
20242023
InsuredUninsuredTotalInsuredUninsuredTotal
(Dollars in thousands)
Maturing
Three months or less$409,282$320,051$729,333$264,879$176,234$441,113
Over three months to six months228,355144,427372,782229,569159,854389,423
Over six months to 12 months242,719338,004580,723299,251203,958503,209
Over 12 months75,28934,205109,49496,218221,900318,118
Total$955,645$836,687$1,792,332$889,917$761,946$1,651,863

Securities Sold Under Agreements to Repurchase

We enter into short-term purchases of securities under agreements to resell (resale agreements) and sales of securities under agreements to repurchase (repurchase agreements) of substantially identical securities. The amounts advanced under resale agreements and the amounts borrowed under repurchase agreements are carried on the balance sheet at the amount advanced. Interest incurred on repurchase agreements is reported as interest expense. Securities sold under agreements to repurchase increased $20.3 million, or 14.3%, from $142.1 million as of December 31, 2023 to $162.4 million as of December 31, 2024.

FHLB and Other Borrowed Funds

The Company’s FHLB borrowed funds, which are secured by our loan portfolio, were $600.0 million at both December 31, 2024 and 2023. At December 31, 2024, $100.0 million and $500.0 million of the outstanding balance was classified as short-term and long-term advances, respectively. At December 31, 2023, the entire $600.0 million balance was classified as long-term advances. The FHLB advances mature from 2025 to 2037 with fixed interest rates ranging from 3.37% to 4.84% and are secured by loans and investments securities. Expected maturities could differ from contractual maturities because the FHLB has have the right to call or the Company has the right to prepay certain obligations.

Other borrowed funds were $750,000 as of December 31, 2024 and were classified as short-term advances. Other borrowed funds were $701.3 million as of December 31, 2023 and were classified as short-term advances. During the fourth quarter of 2024, the Company paid off its $700.0 million advance from the Federal Reserve's Bank Term Funding Program ("BTFP").

Additionally, the Company had $1.22 billion and $1.33 billion at December 31, 2024 and 2023, respectively, in letters of credit under a FHLB blanket borrowing line of credit, which are used to collateralize public deposits at December 31, 2024 and 2023, respectively.

Subordinated Debentures

Subordinated debentures were $439.2 million and $439.8 million as of December 31, 2024 and 2023, respectively.

On April 1, 2022, the Company acquired $140.0 million in aggregate principal amount of 5.500% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “2030 Notes”) from Happy, and the Company recorded approximately $144.4 million which included fair value adjustments.. The 2030 Notes are unsecured, subordinated debt obligations of the Company and will mature on July 31, 2030. From and including the date of issuance to, but excluding July 31, 2025 or the date of earlier redemption, the 2030 Notes will bear interest at an initial rate of 5.50% per annum, payable in arrears on January 31 and July 31 of each year. From and including July 31, 2025 to, but excluding, the maturity date or earlier redemption, the 2030 Notes will bear interest at a floating rate equal to the Benchmark rate (which is expected to be 3-month Secured Overnight Funding Rate (SOFR)), each as defined in and subject to the provisions of the applicable supplemental indenture for the 2030 Notes, plus 5.345%, payable quarterly in arrears on January 31, April 30, July 31, and October 31 of each year, commencing on October 31, 2025.

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The Company may, beginning with the interest payment date of July 31, 2025, and on any interest payment date thereafter, redeem the 2030 Notes, in whole or in part, subject to prior approval of the Federal Reserve if then required, at a redemption price equal to 100% of the principal amount of the 2030 Notes to be redeemed plus accrued and unpaid interest to but excluding the date of redemption. The Company may also redeem the 2030 Notes at any time, including prior to July 31, 2025, at the Company’s option, in whole but not in part, subject to prior approval of the Federal Reserve if then required, if certain events occur that could impact the Company’s ability to deduct interest payable on the 2030 Notes for U.S. federal income tax purposes or preclude the 2030 Notes from being recognized as Tier 2 capital for regulatory capital purposes, or if the Company is required to register as an investment company under the Investment Company Act of 1940, as amended. In each case, the redemption would be at a redemption price equal to 100% of the principal amount of the 2030 Notes plus any accrued and unpaid interest to, but excluding, the redemption date.

On January 18, 2022, the Company completed an underwritten public offering of $300.0 million in aggregate principal amount of its 3.125% Fixed-to-Floating Rate Subordinated Notes due 2032 (the “2032 Notes”) for net proceeds, after underwriting discounts and issuance costs of approximately $296.4 million. The 2032 Notes are unsecured, subordinated debt obligations of the Company and will mature on January 30, 2032. From and including the date of issuance to, but excluding January 30, 2027 or the date of earlier redemption, the 2032 Notes will bear interest at an initial rate of 3.125% per annum, payable in arrears on January 30 and July 30 of each year. From and including January 30, 2027 to, but excluding, the maturity date or earlier redemption, the 2032 Notes will bear interest at a floating rate equal to the Benchmark rate (which is expected to be Three-Month Term SOFR)), each as defined in and subject to the provisions of the applicable supplemental indenture for the 2032 Notes, plus 182 basis points, payable quarterly in arrears on January 30, April 30, July 30, and October 30 of each year, commencing on April 30, 2027.

The Company may, beginning with the interest payment date of January 30, 2027, and on any interest payment date thereafter, redeem the 2032 Notes, in whole or in part, subject to prior approval of the Federal Reserve if then required, at a redemption price equal to 100% of the principal amount of the 2032 Notes to be redeemed plus accrued and unpaid interest to but excluding the date of redemption. The Company may also redeem the 2032 Notes at any time, including prior to January 30, 2027, at the Company’s option, in whole but not in part, subject to prior approval of the Federal Reserve if then required, if certain events occur that could impact the Company’s ability to deduct interest payable on the 2032 Notes for U.S. federal income tax purposes or preclude the 2032 Notes from being recognized as Tier 2 capital for regulatory capital purposes, or if the Company is required to register as an investment company under the Investment Company Act of 1940, as amended. In each case, the redemption would be at a redemption price equal to 100% of the principal amount of the 2032 Notes plus any accrued and unpaid interest to, but excluding, the redemption date.

Stockholders’ Equity

Stockholders’ equity increased $170.0 million to $3.96 billion as of December 31, 2024, compared to $3.79 billion as of December 31, 2023. The increase in stockholders’ equity is primarily associated with the $402.2 million in net income, which was partially offset by the $150.0 million of shareholder dividends paid, the repurchase of $86.1 million of our common stock during 2024 and the $7.0 million decrease in accumulated other comprehensive income. The improvement in stockholders’ equity was 4.5% for the year ended December 31, 2024 compared to December 31, 2023. As of December 31, 2024 and 2023, our equity to asset ratio was 17.61% and 16.73%, respectively. Book value per common share was $19.92 at December 31, 2024 compared to $18.81 at December 31, 2023.

Common Stock Cash Dividends. We declared cash dividends on our common stock of $0.75, $0.72 and $0.66 per share for the years ended December 31, 2024, 2023 and 2022, respectively. The common stock dividend payout ratio for the year ended December 31, 2024, 2023 and 2022 was 37.29%, 37.13% and 42.07% respectively.

Stock Repurchase Program. During 2024, the Company repurchased a total of 3,521,792 shares with a weighted-average stock price of $24.41 per share. The 2024 earnings were used to fund the repurchases during the year. Shares repurchased under the program as of December 31, 2024 total 26,507,507 shares. The remaining balance available for repurchase was 13,244,493 shares at December 31, 2024.

On January 17, 2025, the Board of Directors (the “Board”) of the Company authorized an increase in the shares of the Company’s common stock available for repurchase under its stock repurchase program, which was originally approved by the Board in January 2008 and most recently amended in January 2021, to renew the authorization to 20,000,000 shares. As of January 17, 2025, a total of approximately 13,244,493 shares remained available for repurchase under the existing repurchase authorization, resulting in an increase of 6,755,507 shares of common stock available for repurchase.

Liquidity and Capital Adequacy Requirements

Parent Company Liquidity. The primary sources for payment of our operating expenses and dividends are current cash on hand ($550.3 million as of December 31, 2024), dividends received from our bank subsidiary and a $20.0 million unfunded line of credit with another financial institution.

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Bank Liquidity. At December 31, 2024, we held $2.45 billion in assets that could be used for liquidity purposes, which we refer to as net available internal liquidity. This balance consisted of $1.61 billion in unpledged investment securities which could be used for additional secured borrowing capacity, $597.9 million in cash on deposit with the Federal Reserve Bank ("FRB") and $246.9 million in other liquid cash accounts.

Consistent with our practice of maintaining access to significant external liquidity, we had $3.42 billion in net available sources of borrowed funds, which we refer to as net available external liquidity, as of December 31, 2024. This included $4.94 billion in total borrowing capacity with the Federal Home Loan Bank ("FHLB"), of which $1.82 billion has been drawn upon in the ordinary course of business, resulting in $3.12 billion in net available liquidity with the FHLB as of December 31, 2024. The $1.82 billion consisted of $600.0 million in outstanding FHLB advances and $1.22 billion used for pledging purposes. We also had access to approximately $194.0 million available borrowing capacity from the Discount Window. As of December 31, 2024, the Company also had access to $55.0 million from First National Bankers’ Bank ("FNBB"), and $45.0 million from other various external sources.

Overall, we had $5.87 billion net available liquidity as of December 31, 2024, which consisted of $2.45 billion of net available internal liquidity and $3.42 billion in net available external liquidity. Details on our available liquidity as of December 31, 2024 is available below.

(in thousands)Total AvailableAmount UsedNet Availability
Internal Sources
Unpledged investment securities (market value)$1,605,022$$1,605,022
Cash at FRB597,863597,863
Other liquid cash accounts246,887246,887
Total Internal Liquidity2,449,7722,449,772
External Sources
FHLB4,941,7321,818,2553,123,477
FRB Discount Window193,996193,996
BTFP (par value)
FNBB55,00055,000
Other45,00045,000
Total External Liquidity5,235,7281,818,2553,417,473
Total Available Liquidity$7,685,500$1,818,255$5,867,245

We have continued to limit our exposure to uninsured deposits and have been actively monitoring this exposure in light of the current banking environment. As of December 31, 2024, we held approximately $8.73 billion in uninsured deposits of which $840.3 million were intercompany subsidiary deposit balances and $3.05 billion were collateralized deposits, for a net position of $4.84 billion. This represents approximately 28.2% of total deposits. In addition, net available liquidity exceeded uninsured and uncollateralized deposits by $1.03 billion.

(in thousands)As of December 31, 2024
Uninsured Deposits$8,725,035
Intercompany Subsidiary and Affiliate Balances840,317
Collateralized Deposits3,047,755
Net Uninsured Position$4,836,963
Total Available Liquidity$5,867,245
Net Uninsured Position4,836,963
Net Available Liquidity in Excess of Uninsured Deposits$1,030,282

Risk-Based Capital. We, as well as our bank subsidiary, are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and other discretionary actions by regulators that, if enforced, could have a direct material effect on our financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. Our capital amounts and classifications are also subject to qualitative judgments by the regulators as to components, risk weightings and other factors.

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In July 2013, the Federal Reserve Board and the other federal bank regulatory agencies issued a final rule to revise their risk-based and leverage capital requirements and their method for calculating risk-weighted assets to make them consistent with the agreements that were reached by the Basel Committee on Banking Supervision in “Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems” and certain provisions of the Dodd-Frank Act (“Basel III”). Basel III applies to all depository institutions, bank holding companies with total consolidated assets of $500 million or more, and savings and loan holding companies. Basel III became effective for the Company and its bank subsidiary on January 1, 2015. Basel III limits a banking organization’s capital distributions and certain discretionary bonus payments if the banking organization does not hold a “capital conservation buffer” of 2.5% of common equity Tier 1 capital to risk-weighted assets, which is in addition to the amount necessary to meet its minimum risk-based capital requirements.

Basel III amended the prompt corrective action rules to incorporate a common equity Tier 1 ("CET1") capital requirement and to raise the capital requirements for certain capital categories. In order to be adequately capitalized for purposes of the prompt corrective action rules, a banking organization is required to have at least a 4.5% CET1 risk-based capital ratio, a 4% Tier 1 leverage ratio, a 6% Tier 1 risk-based capital ratio and an 8% total risk-based capital ratio.

Quantitative measures established by regulation to ensure capital adequacy require us to maintain minimum amounts and ratios (set forth in the table below) of total and Tier 1 capital to risk-weighted assets, and of Tier 1 capital to average assets. Management believes that, as of December 31, 2024 and December 31, 2023, we met all regulatory capital adequacy requirements to which we were subject.

On December 21, 2018, the federal banking agencies issued a joint final rule to revise their regulatory capital rules to permit bank holding companies and banks to phase-in, for regulatory capital purposes, the day-one impact of the new CECL accounting rule on retained earnings over a period of three years. As part of its response to the impact of COVID-19, on March 27, 2020, the federal banking regulatory agencies issued an interim final rule that provided the option to temporarily delay certain effects of CECL on regulatory capital for two years, followed by a three-year transition period. The interim final rule allows bank holding companies and banks to delay for two years 100% of the day-one impact of adopting CECL and 25% of the cumulative change in the reported allowance for credit losses since adopting CECL. The Company has elected to adopt the interim final rule, which is reflected in the risk-based capital ratios presented below.

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Table 23 presents our risk-based capital ratios as of December 31, 2024 and 2023.

Table 23: Risk-Based Capital

December 31, 2024December 31, 2023
(Dollars in thousands)
Tier 1 capital
Stockholders’ equity$3,961,025$3,791,075
ASC 326 transitional period adjustment8,12316,246
Goodwill and core deposit intangibles, net(1,438,140)(1,446,573)
Unrealized loss (gain) on available-for-sale securities256,108249,075
Total common equity Tier 1 capital2,787,1162,609,823
Total Tier 1 capital2,787,1162,609,823
Tier 2 capital
Allowance for credit losses275,880288,234
ASC 326 transitional period adjustment(8,123)(16,246)
Disallowed allowance for credit losses (limited to 1.25% of risk weighted assets)(36,105)(40,509)
Qualifying allowance for credit losses231,652231,479
Qualifying subordinated notes439,246439,834
Total Tier 2 capital670,898671,313
Total risk-based capital$3,458,014$3,281,136
Average total assets for leverage ratio$21,365,045$20,981,774
Risk weighted assets$18,447,826$18,440,964
Ratios at end of period
Common equity Tier 1 capital15.11%14.15%
Leverage ratio13.0512.44
Tier 1 risk-based capital15.1114.15
Total risk-based capital18.7417.79
Minimum guidelines – Basel III
Common equity Tier 1 capital7.00%7.00%
Leverage ratio4.004.00
Tier 1 risk-based capital8.508.50
Total risk-based capital10.5010.50
Well-capitalized guidelines
Common equity Tier 1 capital6.50%6.50%
Leverage ratio5.005.00
Tier 1 risk-based capital8.008.00
Total risk-based capital10.0010.00

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As of the most recent notification from regulatory agencies, our bank subsidiary was “well-capitalized” under the regulatory framework for prompt corrective action. To be categorized as “well-capitalized”, we, as well as our banking subsidiary, must maintain minimum CET1 capital, leverage, Tier 1 risk-based capital, and total risk-based capital ratios as set forth in the table. There are no conditions or events since that notification that we believe have changed the bank subsidiary’s category.

Table 24 presents actual capital amounts and ratios as of December 31, 2024 and 2023, for our bank subsidiary and us.

Table 24: Capital and Ratios

ActualMinimum Capital Requirement – Basel IIIMinimum To Be Well-Capitalized Under Prompt Corrective Action Provision
AmountRatioAmountRatioAmountRatio
(Dollars in thousands)
As of December 31, 2024
Common equity Tier 1 capital ratios:
Home BancShares$2,787,11615.11%$1,291,3487.00%N/AN/A
Centennial Bank2,604,83014.171,286,7907.001,194,8766.50
Leverage ratios:
Home BancShares$2,787,11613.05%$854,6024.00%N/AN/A
Centennial Bank2,604,83012.23851,9484.001,064,9355.00
Tier 1 capital ratios:
Home BancShares$2,787,11615.11%$1,568,0658.50%N/AN/A
Centennial Bank2,604,83014.171,562,5308.501,470,6178.00
Total risk-based capital ratios:
Home BancShares$3,458,01418.74%$1,937,02210.50%N/AN/A
Centennial Bank2,835,63615.431,929,62910.501,837,74210.00
As of December 31, 2023
Common equity Tier 1 capital ratios:
Home BancShares$2,609,82314.15%$1,290,8677.00%N/AN/A
Centennial Bank2,495,30313.601,284,3477.001,192,6086.50
Leverage ratios:
Home BancShares$2,609,82312.44%$839,2714.00%N/AN/A
Centennial Bank2,495,30311.92837,3504.001,046,6885.00
Tier 1 capital ratios:
Home BancShares$2,609,82314.15%$1,567,4828.50%N/AN/A
Centennial Bank2,495,30313.601,559,5648.501,467,8258.00
Total risk-based capital ratios:
Home BancShares$3,281,13617.79%$1,936,30110.50%N/AN/A
Centennial Bank2,725,90914.851,927,41010.501,835,62910.00

Cash Commitments and Resources

In the normal course of business, we enter into a number of financial commitments. Examples of these commitments include but are not limited to operating lease obligations, FHLB advances & other borrowings, lines of credit, subordinated debentures, unfunded loan commitments and letters of credit.

Commitments to extend credit and letters of credit are legally binding, conditional agreements generally having certain expiration or termination dates. These commitments generally require customers to maintain certain credit standards and are established based on management’s credit assessment of the customer. The commitments may expire without being drawn upon. Therefore, the total commitment does not necessarily represent future requirements.

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Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing and similar transactions. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. The Company had total outstanding letters of credit amounting to $153.9 million and $185.5 million at December 31, 2024 and 2023, respectively, with the majority of maturities ranging from currently due to four years.

Table 25 presents the anticipated funding requirements of our most significant financial commitments, excluding interest, as of December 31, 2024.

Table 25: Funding Requirements of Financial Commitments

Payments Due by Period
Less than One YearOne-Three YearsThree-Five YearsGreater than Five YearsTotal
(In thousands)
Operating lease obligations$10,262$18,004$12,139$16,346$56,751
FHLB advances & other borrowings by contractual maturity100,750100,000400,000600,750
Subordinated debentures439,246439,246
Loan commitments1,833,5572,078,658281,702275,8124,469,729
Letters of credit153,660228153,888

Non-GAAP Financial Measurements

Our accounting and reporting policies conform to generally accepted accounting principles in the United States (“GAAP”) and the prevailing practices in the banking industry. However, this report contains financial information determined by methods other than in accordance with GAAP, including earnings, as adjusted; diluted earnings per common share, as adjusted; tangible book value per share; return on average assets, excluding intangible amortization; return on average assets, as adjusted; return on average common equity, as adjusted; return on average tangible equity excluding intangible amortization; return on average tangible equity, as adjusted; tangible equity to tangible assets; and efficiency ratio, as adjusted.

We believe these non-GAAP measures and ratios, when taken together with the corresponding GAAP measures and ratios, provide meaningful supplemental information regarding our performance. We believe investors benefit from referring to these non-GAAP measures and ratios in assessing our operating results and related trends, and when planning and forecasting future periods. However, these non-GAAP measures and ratios should be considered in addition to, and not as a substitute for or preferable to, ratios prepared in accordance with GAAP.

The tables below present non-GAAP reconciliations of earnings, as adjusted, and diluted earnings per share, as adjusted, as well as the non-GAAP computations of tangible book value per share; return on average assets, excluding intangible amortization; return on average assets, as adjusted; return on average common equity, as adjusted; return on average tangible equity excluding intangible amortization; return on average tangible equity, as adjusted; tangible equity to tangible assets; and efficiency ratio, as adjusted. The items used in these calculations are included in financial results presented in accordance with GAAP.

Earnings, as adjusted, and diluted earnings per common share, as adjusted, are meaningful non-GAAP financial measures for management, as they exclude certain items such as merger expenses and/or certain gains and losses. Management believes the exclusion of these items in expressing earnings provides a meaningful foundation for period-to-period and company-to-company comparisons, which management believes will aid both investors and analysts in analyzing our financial measures and predicting future performance. These non-GAAP financial measures are also used by management to assess the performance of our business, because management does not consider these items to be relevant to ongoing financial performance.

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In Table 26 below, we have provided a reconciliation of the non-GAAP calculation of the financial measure for the periods indicated.

Table 26: Earnings, As Adjusted

Years Ended December 31,
202420232022
(In thousands, except per share data)
GAAP net income available to common shareholders (A)$402,241$392,929$305,262
Adjustments:
FDIC special assessment2,26012,983
BOLI death benefit(257)(3,117)
Fair value adjustment for marketable securities(2,971)1,0941,272
Initial provision for credit losses - acquisition58,585
Gain on sale of building(2,059)
Recoveries on historic losses(3,461)(6,706)
Special dividend from equity investment(1,434)
Merger expenses49,594
Hurricane expenses176
TRUPS redemption fees2,081
Special lawsuit settlement, net of expense(10,000)
Total adjustments(3,027)7,49993,568
Tax-effect of adjustments(1)(688)1,95922,890
Deferred tax asset write-down2,030
Total adjustments after tax (B)(309)5,54070,678
Earnings, as adjusted (C)$401,932$398,469$375,940
Average diluted shares outstanding (D)200,069202,773195,019
GAAP diluted earnings per share: A/D$2.01$1.94$1.57
Adjustments after-tax: B/D0.030.36
Diluted earnings per common share excluding adjustments: C/D$2.01$1.97$1.93

(1) Blended statutory tax rate of 24.433% for 2024, 24.989% for 2023 and 24.6375% for 2022.

We had $1.44 billion, $1.45 billion and $1.46 billion total goodwill, core deposit intangibles and other intangible assets as of December 31, 2024, 2023 and 2022, respectively. Because of our level of intangible assets and related amortization expenses, management believes tangible book value per share; return on average assets, excluding intangible amortization; return on average assets, as adjusted; return on average common equity, as adjusted; return on average tangible equity excluding intangible amortization; return on average tangible equity, as adjusted and tangible equity to tangible assets are useful in evaluating our Company. These calculations, which are similar to the GAAP calculation of diluted earnings per common share, book value, return on average assets, return on average equity, and equity to assets, are presented in Tables 27 through 30, respectively.

Table 27: Tangible Book Value Per Share

Years Ended December 31,
20242023
(In thousands, except per share data)
Book value per share: A/B$19.92$18.81
Tangible book value per share: (A-C-D)/B12.6811.63
(A) Total equity$3,961,025$3,791,075
(B) Shares outstanding198,882201,526
(C) Goodwill1,398,2531,398,253
(D) Core deposit intangible40,32748,770

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Table 28: Return on Average Assets Excluding Intangible Amortization

Years Ended December 31,
202420232022
(Dollars in thousands)
Return on average assets: A/D1.77%1.77%1.35%
Return on average assets excluding intangible amortization: (A+B)/(D-E)1.921.931.47
Return on average assets, as adjusted: (A+C)/D1.771.791.67
(A) Net income$402,241$392,929$305,262
(B) Intangible amortization after-tax6,3457,2886,624
(C) Adjustments after-tax(309)5,54070,678
(D) Average assets22,754,38022,217,91022,553,340
(E) Average goodwill, core deposits and other intangible assets1,442,7131,451,7051,335,216

Table 29: Return on Average Tangible Equity Excluding Intangible Amortization

Years Ended December 31,
202420232022
(Dollars in thousands)
Return on average equity: A/D10.43%10.82%9.17%
Return on average common equity, as adjusted: (A+C)/D10.4210.9711.29
Return on average tangible common equity: A/(D-E)16.6618.0315.30
Return on average tangible equity excluding intangible amortization: B/(D-E)16.9218.3615.63
Return on average tangible common equity, as adjusted: (A+C)/(D-E)16.6418.2818.84
(A) Net income$402,241$392,929$305,262
(B) Earnings excluding intangible amortization408,586400,217311,886
(C) Adjustments after-tax(309)5,54070,678
(D) Average equity3,857,6773,631,3003,330,718
(E) Average goodwill, core deposits and other intangible assets1,442,7131,451,7051,335,216

Table 30: Tangible Equity to Tangible Assets

Years Ended December 31,
20242023
(Dollars in thousands)
Equity to assets: B/A17.61%16.73%
Tangible equity to tangible assets: (B-C-D)/(A-C-D)11.9811.05
(A) Total assets$22,490,748$22,656,658
(B) Total equity3,961,0253,791,075
(C) Goodwill1,398,2531,398,253
(D) Core deposit intangible40,32748,770

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The efficiency ratio is a standard measure used in the banking industry and is calculated by dividing non-interest expense less amortization of core deposit intangibles by the sum of net interest income on a tax equivalent basis and non-interest income. The efficiency ratio, as adjusted, is a meaningful non-GAAP measure for management, as it excludes certain items and is calculated by dividing non-interest expense less amortization of core deposit intangibles by the sum of net interest income on a tax equivalent basis and non-interest income excluding items such as merger expenses and/or certain other gains and losses. In Table 31 below, we have provided a reconciliation of the non-GAAP calculation of the financial measure for the periods indicated.

Table 31: Efficiency Ratio, As Adjusted

Years Ended December 31,
202420232022
(Dollars in thousands)
Net interest income (A)$848,774$826,945$758,676
Non-interest income (B)168,574169,934175,111
Non-interest expense (C)446,936472,863475,627
FTE Adjustment (D)8,5345,5068,663
Amortization of intangibles (E)8,4439,6858,853
Adjustments:
Non-interest income:
Fair value adjustment for marketable securities$2,971$(1,094)$(1,272)
Special dividend from equity investment1,434
(Loss) gain on OREO, net(2,272)332500
Gain on branches, equipment and other assets, net2,1021,50715
BOLI death benefits2573,117
Special lawsuit settlement15,000
Recoveries on historic losses3,4616,706
Total non-interest income adjustments (F)$3,058$7,323$22,383
Non-interest expense:
FDIC special assessment$2,260$12,983$
TRUPS redemption fees2,081
Merger expenses49,594
Hurricane expense176
Special lawsuit legal expense5,000
Total non-interest expense adjustments (G)$2,260$12,983$56,851
Efficiency ratio (reported): ((C-E)/(A+B+D))42.74%46.21%49.53%
Efficiency ratio, as adjusted (non-GAAP): ((C-E-G)/(A+B+D-F))42.6545.2444.55

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Table 32 presents selected unaudited quarterly financial information for 2024 and 2023.

Table 32: Quarterly Results

2024 Quarters
FirstSecondThirdFourthTotal
(In thousands, except per share data)
Income statement data:
Total interest income$316,915$327,303$332,845$322,714$1,299,777
Total interest expense112,325115,481117,625105,572$451,003
Net interest income204,590211,822215,220217,142848,774
Provision for credit losses4,5008,00018,87016,70048,070
Net interest income after provision for credit losses200,090203,822196,350200,442800,704
Total non-interest income41,79942,77442,77941,222168,574
Total non-interest expense111,496113,185110,045112,210446,936
Income before income taxes130,393133,411129,084129,454522,342
Income tax expense30,28431,88129,04628,890120,101
Net income$100,109$101,530$100,038$100,564$402,241
Per share data:
Basic earnings per common share$0.50$0.51$0.50$0.51$2.01
Diluted earnings per common share0.500.510.500.512.01
2023 Quarters
FirstSecondThirdFourthTotal
(In thousands, except per share data)
Income statement data:
Total interest income$284,939$289,632$294,262$306,220$1,175,053
Total interest expense70,34481,98992,325103,450348,108
Net interest income214,595207,643201,937202,770826,945
Provision for credit losses1,2003,9831,3005,65012,133
Net interest income after provision for credit losses213,395203,660200,637197,120814,812
Total non-interest income34,16449,50943,41342,848169,934
Total non-interest expense114,644116,282114,762127,175472,863
Income before income taxes132,915136,887129,288112,793511,883
Income tax expense29,95331,61630,83526,550118,954
Net income$102,962$105,271$98,453$86,243$392,929
Per share data:
Basic earnings per common share$0.51$0.52$0.49$0.43$1.94
Diluted earnings per common share0.510.520.490.431.94

Recent Accounting Pronouncements

See Note 25 to the Notes to Consolidated Financial Statements for a discussion of certain recent accounting pronouncements.

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FY 2023 10-K MD&A

SEC filing source: 0001331520-24-000080.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2024-02-26. Report date: 2023-12-31.

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis presents our consolidated financial condition and results of operations for the years ended December 31, 2023, 2022 and 2021. This discussion should be read together with the “Summary Consolidated Financial Data,” our consolidated financial statements and the notes thereto, and other financial data included in this document. In addition to the historical information provided below, we have made certain estimates and forward-looking statements that involve risks and uncertainties. Our actual results could differ significantly from those anticipated in these estimates and in the forward-looking statements as a result of certain factors, including those discussed in the section of this document captioned “Risk Factors,” and elsewhere in this document. Unless the context requires otherwise, the terms “Company,” “HBI,” “us,” “we” and “our” refer to Home BancShares, Inc. on a consolidated basis.

General

We are a bank holding company headquartered in Conway, Arkansas, offering a broad array of financial services through our wholly owned bank subsidiary, Centennial Bank (“Centennial”). As of December 31, 2023, we had, on a consolidated basis, total assets of $22.66 billion, loans receivable, net, of $14.14 billion, total deposits of $16.79 billion, and stockholders’ equity of $3.79 billion.

We generate most of our revenue from interest on loans and investments, service charges, and mortgage banking income. Deposits and FHLB borrowed funds are our primary source of funding. Our largest expenses are interest on our funding sources, salaries and related employee benefits and occupancy and equipment. We measure our performance by calculating our net interest margin, return on average assets and return on average common equity. We also measure our performance by our efficiency ratio and efficiency ratio, as adjusted (non-GAAP). The efficiency ratio is calculated by dividing non-interest expense less amortization of core deposit intangibles by the sum of net interest income on a tax equivalent basis and non-interest income. The efficiency ratio, as adjusted, is a meaningful non-GAAP measure for management, as it excludes certain items and is calculated by dividing non-interest expense less amortization of core deposit intangibles by the sum of net interest income on a tax equivalent basis and non-interest income excluding certain items such as merger expenses, hurricane expenses and/or gains and losses.

Table 1: Key Financial Measures

As of or for the Years Ended December 31,
202320222021
(Dollars in thousands, except per share data)
Total assets$22,656,658$22,883,588$18,052,138
Loans receivable14,424,72814,409,4809,836,089
Allowance for credit losses(288,234)(289,669)(236,714)
Total deposits16,787,71117,938,78314,260,570
Total stockholders’ equity3,791,0753,526,3622,765,721
Net income392,929305,262319,021
Basic earnings per share$1.94$1.57$1.94
Diluted earnings per share1.941.571.94
Book value per share18.8117.3316.90
Tangible book value per share (non-GAAP)(1)11.6310.1710.80
Net interest margin(2)4.25%3.81%3.66%
Efficiency ratio46.2149.5340.81
Efficiency ratio, as adjusted (non-GAAP)(3)45.2444.5542.12
Return on average assets1.771.351.83
Return on average common equity10.829.1711.89

(1)See Table 25 for the non-GAAP tabular reconciliation.

(2)Fully taxable equivalent (assuming an income tax rate of 25.740% for 2021, 24.6735% for 2022 and 24.989% for 2023).

(3)See Table 29 for the non-GAAP tabular reconciliation.

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2023 Overview

Results of Operations for the Years Ended December 31, 2023 and 2022

Our net income increased $87.7 million, or 28.7%, to $392.9 million for the year ended December 31, 2023, from $305.3 million for the same period in 2022. On a diluted earnings per share basis, our earnings were $1.94 per share for the year ended December 31, 2023 and $1.57 per share for the year ended December 31, 2022. The Company recorded $12.1 million in credit loss expense for the year ended December 31, 2023. This consisted of a $12.0 million provision for credit losses on loans, a $1.7 million provision for credit losses on investment securities and a reversal of $1.5 million provision for unfunded commitments. During the year ended December 31, 2023, the Company recorded $13.0 million in Federal Deposit Insurance Corporation ("FDIC") special assessment expense and $1.1 million loss for the decrease in fair value of marketable securities, which were partially offset by $3.5 million in recoveries on historic losses from loans charged off prior to acquisition and $3.1 million in bank owned life insurance ("BOLI") death benefits.

Total interest income increased by $297.3 million, or 33.9%, and non-interest expense decreased by $2.8 million, or 0.6%. This was partially offset by a $229.0 million, or 192.3%, increase in interest expense and a $5.2 million, or 3.0%, decrease in non-interest income. The increase in interest income resulted from a $261.3 million, or 35.9%, increase in loan interest income and a $49.9 million, or 41.5%, increase in investment income, partially offset by a $14.1 million, or 48.4%, decrease in interest income on deposits at other banks. The decrease in non-interest expense was due to a $49.6 million, or 100.0%, decrease in merger and acquisition expense partially offset by a $20.5 million, or 20.7%, increase in other operating expenses, an $18.1 million, or 7.6%, increase in salaries and employee benefits, a $6.9 million, or 12.9%, increase in occupancy and equipment and a $1.4 million, or 4.0%, increase in data processing expense. Included within other operating expense was $13.0 million in FDIC special assessment expense which was levied in order to recover the losses to the Deposit Insurance Fund associated with protecting uninsured depositors following the closures of Silicon Valley Bank and Signature Bank. The increase in interest expense was primarily due to a $210.0 million, or 244.2%, increase in interest on deposits, a $19.7 million, or 178.3%, increase in interest on FHLB and other borrowed funds and a $3.4 million, or 236.6%, increase in interest on securities sold under agreements to repurchase, which were partially offset by a $4.1 million, or 19.9%, decrease in interest on subordinated debentures. The decrease in non-interest income was primarily due to a $9.8 million, or 20.3%, decrease in other income and a $6.9 million, or 39.2%, decrease in mortgage lending income, which were partially offset by a $5.0 million, or 39.2%, increase in trust fees, a $2.4 million, or 26.6%, increase in dividends from FHLB, FRB, FNBB & other, a $2.1 million, or 5.6%, increase in service charges on deposit accounts, and a $1.5 million, or 9,946.7%, increase in gain on branches, equipment and other assets, net.

Our net interest margin on a fully taxable equivalent basis increased from 3.81% for the year ended December 31, 2022 to 4.25% for the year ended December 31, 2023. The yield on interest earning assets was 6.03% and 4.40% for the year ended December 31, 2023 and 2022, respectively, as average interest earning assets decreased from $20.15 billion to $19.57 billion. The decrease in average interest earning assets is primarily due to a $2.12 billion decrease in average interest-bearing balances due from banks, which was partially offset by a $1.37 billion increase in average loans receivable and a $171.0 million increase in average investment securities. For the years ended December 31, 2023 and 2022, we recognized $10.6 million and $16.3 million, respectively, in total net accretion for acquired loans and deposits. The reduction in accretion was dilutive to the net interest margin by approximately 3 basis points. The overall increase in the net interest margin was due to a decrease in average interest-bearing cash balances as well as an increase in interest income from higher yields on average interest-earning assets, partially offset by an increase in interest expense due to an increase in average interest-bearing liabilities at higher interest rates primarily as a result of the Happy Bancshares, Inc. acquisition and the increased interest rate environment.

Our efficiency ratio was 46.21% for the year ended December 31, 2023, compared to 49.53% for the same period in 2022. For the year ended December 31, 2023, our efficiency ratio, as adjusted (non-GAAP), was 45.24%, compared to 44.55% reported for the year ended December 31, 2022. (See Table 29 for the non-GAAP tabular reconciliation).

Our return on average assets was 1.77% for the year ended December 31, 2023, compared to 1.35% for the same period in 2022, and our return on average assets, as adjusted (non-GAAP) was 1.79% or the year ended December 31, 2023, compared to 1.67% for the same period in 2022. Our return on average common equity was 10.82% for the year ended December 31, 2023, compared to 9.17% for the same period in 2022.

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Financial Condition as of and for the Years Ended December 31, 2023 and 2022

Our total assets as of December 31, 2023 decreased $226.9 million to $22.66 billion from the $22.88 billion reported as of December 31, 2022. The decrease in total assets is primarily due to a $539.5 million decrease in investment securities resulting from paydowns and maturities, which was partially offset by a $275.4 million increase in cash and cash equivalents during the year. Our loan portfolio balance increased $15.2 million to $14.42 billion as of December 31, 2023, from $14.41 billion as of December 31, 2022. The increase in loans was due to $340.4 million in organic loan growth within our legacy footprint, which was partially offset by $325.2 million of organic loan decline from our Centennial Commercial Finance Group ("CFG") franchise during 2023. Total deposits decreased $1.15 billion to $16.79 billion as of December 31, 2023 compared to $17.94 billion as of December 31, 2022. The decrease in deposits was primarily due to the runoff of deposits during 2023 as a result of the rising interest rate environment. Stockholders’ equity increased $264.7 million to $3.79 billion as of December 31, 2023, compared to $3.53 billion as of December 31, 2022. The increase in stockholders’ equity is primarily associated with the $392.9 million in net income and the $56.4 million increase in accumulated other comprehensive income, which were partially offset by the $145.9 million of shareholder dividends paid and the repurchase of $48.3 million of our common stock during 2023. The improvement in stockholders’ equity was 7.5% for the year ended December 31, 2023 compared to December 31, 2022.

As of December 31, 2023, our non-performing loans increased to $64.1 million, or 0.44%, of total loans from $60.9 million, or 0.42%, of total loans as of December 31, 2022. The allowance for credit losses as a percentage of non-performing loans decreased to 449.66% as of December 31, 2023, compared to 475.99% as of December 31, 2022. Non-performing loans from our Arkansas franchise were $15.4 million at December 31, 2023 compared to $8.4 million as of December 31, 2022. Non-performing loans from our Florida franchise were $9.3 million at December 31, 2023 compared to $20.5 million as of December 31, 2022. Non-performing loans from our Texas franchise were $33.5 million at December 31, 2023 compared to $22.2 million at December 31, 2022. Non-performing loans from our Alabama franchise were $413,000 at December 31, 2023 compared to $404,000 as of December 31, 2022. Non-performing loans from our Shore Premier Finance ("SPF") franchise were $2.8 million at December 31, 2023 compared to $2.3 million as of December 31, 2022. Non-performing loans from our Centennial CFG franchise were $2.7 million at December 31, 2023 compared to $7.1 million as of December 31, 2022.

As of December 31, 2023, our non-performing assets increased to $95.4 million, or 0.42%, of total assets from $61.5 million, or 0.27%, of total assets as of December 31, 2022. Non-performing assets from our Arkansas franchise were $15.5 million at December 31, 2023 compared to $8.5 million as of December 31, 2022. Non-performing assets from our Florida franchise were $17.3 million at December 31, 2023 compared to $20.8 million as of December 31, 2022. Non-performing assets from our Texas franchise were $33.8 million at December 31, 2023 compared to $22.4 million at December 31, 2022. Non-performing assets from our Alabama franchise were $413,000 at December 31, 2023 compared to $404,000 as of December 31, 2022. Non-performing assets from our SPF franchise were $2.8 million at December 31, 2023 compared to $2.3 million as of December 31, 2022. Non-performing assets from our CFG franchise were $25.6 million at December 31, 2023 compared to $7.1 million as of December 31, 2022.

The $2.7 million balance of non-accrual loans for our Centennial CFG Capital Markets Group consists of two loans that are assessed for credit risk by the Federal Reserve under the Shared National Credit Program. The loans are not current on either principal or interest, and we have reversed any interest that had accrued subsequent to the non-accrual date designated by the Federal Reserve. Any interest payments that are received will be applied to the principal balance. In addition, the $22.8 million balance of foreclosed assets held for sale for our Centennial CFG Property Finance Group consists of an office building located in California which was placed in foreclosed assets held for sale during the fourth quarter of 2023. This represents the largest component of the Company's $30.5 million in foreclosed assets held for sale.

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2022 Overview

Results of Operations for the Years Ended December 31, 2022 and 2021

Our net income decreased $13.8 million, or 4.3%, to $305.3 million for the year ended December 31, 2022, from $319.0 million for the same period in 2021. On a diluted earnings per share basis, our earnings were $1.57 per share for the year ended December 31, 2022 and $1.94 per share for the year ended December 31, 2021. As a result of the acquisition of Happy Bancshares, Inc. ("Happy"), which we completed on April 1, 2022, we incurred $49.6 million in merger expenses and recorded a $45.2 million provision for credit losses on acquired loans for the CECL "double count," an $11.4 million provision for credit losses on acquired unfunded commitments and a $2.0 million provision for credit losses on acquired held-to-maturity investment securities. The summation of these items reduced net income by $81.6 million ($108.2 million pre-tax) and earnings per share by $0.42 per share for the year ended December 31, 2022. Excluding the impact of the acquisition of Happy, the Company determined that an additional $5.0 million provision for credit losses on loans was necessary due to increased loan growth during the year. However, excluding the impact of the acquisition of Happy, the Company determined no additional provision for unfunded commitments or investment securities was necessary as of December 31, 2022. During the year ended December 31, 2022, the Company recorded $10.0 million in income from the settlement of a lawsuit brought by the Company, net of legal expense, $6.7 million in recoveries on historic losses from loans charged off prior to acquisition, and $1.4 million in special dividends from equity investments, which were partially offset by $2.1 million in trust preferred securities ("TRUPS") redemption fees, $1.3 million of loss for the decrease in fair value of marketable securities and $176,000 in hurricane expenses.

Total interest income increased by $252.6 million, or 40.4%, and non-interest income increased by $37.5 million, or 27.3%. This was partially offset by a $177.1 million, or 59.3%, increase in non-interest expense and a $66.9 million, or 128.1%, increase in interest expense. These fluctuations are primarily due to the acquisition of Happy during the second quarter of 2022 and the rising rate environment. The increase in interest income resulted from a $156.4 million, or 27.3%, increase in loan interest income, a $70.6 million, or 142.0%, increase in investment income and a $25.6 million, or 728.2%, increase in interest income on deposits at other banks. The increase in non-interest income was primarily due to a $27.6 million, or 133.2%, increase in other income, a $14.8 million, or 66.6%, increase in service charges on deposit accounts, a $10.9 million, or 555.9%, increase in trust fees, an $8.1 million, or 22.3%, increase in other service charges and fees and a $1.8 million, or 85.5%, increase in the cash value of life insurance. These increases were partially offset by an $8.5 million, or 117.7%, decrease in income for the fair value adjustment for marketable securities resulting from a $1.3 million decrease in the fair value of marketable securities for the year ended December 31, 2022, compared to a $7.2 million increase for the year ended December 31, 2021, an $8.0 million, or 31.2%, decrease in mortgage lending income, a $5.6 million, or 38.0%, decrease in dividends from FHLB, FRB, FNBB and other, a $2.2 million, or 92.3%, decrease in the gain on sale of SBA loans and a $1.5 million, or 75.0%, decrease in gain on other real estate owned ("OREO"). Included within other income was $15.0 million in income from the settlement of a lawsuit brought by the Company and $6.7 million in recoveries on historic losses from loans charged off prior to acquisition, and included within dividends from FHLB, FRB, FNBB and other were $1.4 million in special dividends. The increase in non-interest expense was due to a $68.1 million, or 39.9%, increase in salaries and employee benefits, $49.6 million in merger and acquisition expenses, a $33.8 million, or 52.1%, increase in other operating expenses, a $16.8 million, or 45.8%, increase in occupancy and equipment and a $10.7 million, or 43.9%, increase in data processing expense. Included within other operating expense were $5.0 million in legal expenses from a lawsuit brought by the Company, $2.1 million in TRUPS redemption fees and $176,000 in hurricane expenses. The increase in interest expense was primarily due to a $61.1 million, or 244.8%, increase in interest on deposits, a $3.5 million, or 45.7%, increase in interest on FHLB and other borrowed funds and a $1.4 million, or 7.5%, increase in interest on subordinated debentures as a result of the acquisition of $140.0 million of subordinated debt and $23.2 million in trust preferred securities from Happy during the second quarter of 2022. Income tax expense decreased by $8.4 million, or 8.6%, during 2022 due to the decrease in net income and the reduction in the marginal tax rate related to the Happy acquisition.

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Our net interest margin on a fully taxable equivalent basis increased from 3.66% for the year ended December 31, 2021 to 3.81% for the year ended December 31, 2022. The yield on interest earning assets was 4.40% and 3.99% for the year ended December 31, 2022 and 2021, respectively, as average interest earning assets increased from $15.86 billion to $20.15 billion. The increase in average earning assets is primarily the result of a $2.57 billion increase in average loans receivable and a $1.87 billion increase in average investment securities, largely resulting from the acquisition of Happy, which were partially offset by a $151.9 million decrease in average interest-bearing balances due from banks. For the years ended December 31, 2022 and 2021, we recognized $16.3 million and $20.2 million, respectively, in total net accretion for acquired loans and deposits. The reduction in accretion was dilutive to the net interest margin by approximately 2 basis points. During 2022, the Company experienced a $31.8 million reduction in interest income from PPP loans due to the forgiveness of the PPP loans and the acceleration of the deferred fees for the loans that were forgiven. This reduction in income was dilutive to the net interest margin by approximately 8 basis points. We recognized $3.8 million in event interest income for the year ended December 31, 2022 compared to $6.7 million in event income for the year ended December 31, 2021. This was dilutive to the net interest margin by approximately 2 basis points. The overall increase in the net interest margin was due to an increase in interest income due to an increase in both average earning assets at higher yields, which was partially offset by an increase in interest expense due to an increase in average interest-bearing liabilities at higher interest rates primarily as a result of the Happy acquisition and the current rising interest rate environment.

Our efficiency ratio was 49.53% for the year ended December 31, 2022, compared to 40.81% for the same period in 2021. For the year ended December 31, 2022, our efficiency ratio, as adjusted (non-GAAP), was 44.55%, compared to 42.12% reported for the year ended December 31, 2021. (See Table 29 for the non-GAAP tabular reconciliation).

Our return on average assets was 1.35% for the year ended December 31, 2022, compared to 1.83% for the same period in 2021, and our return on average assets, as adjusted (non-GAAP) was 1.67% or the year ended December 31, 2022, compared to 1.73% for the same period in 2021. Our return on average common equity was 9.17% for the year ended December 31, 2022, compared to 11.89% for the same period in 2021.

Financial Condition as of and for the Years Ended December 31, 2022 and 2021

Our total assets as of December 31, 2022 increased $4.83 billion to $22.88 billion from the $18.05 billion reported as of December 31, 2021. The increase in total assets is primarily due to the acquisition of $6.69 billion in total assets, net of purchase accounting adjustments, from Happy during the second quarter of 2022. Cash and cash equivalents decreased $2.93 billion, or 80.14%. Our loan portfolio balance increased $4.57 billion to $14.41 billion as of December 31, 2022, from $9.84 billion as of December 31, 2021. The increase in loans was due to the acquisition of $3.65 billion in loans, net of purchase accounting adjustments, from Happy in the second quarter of 2022 and $242.2 million in marine loans from LendingClub Bank during the first quarter of 2022, as well as $678.6 million in organic loan growth during 2022. Total deposits increased $3.68 billion to $17.94 billion as of December 31, 2022 compared to $14.26 billion as of December 31, 2021. The increase in deposits was primarily due to the acquisition of $5.86 billion in deposits, net of purchase accounting adjustments, from Happy in the second quarter of 2022, partially offset by $2.18 billion in deposit decline during the year. Stockholders’ equity increased $760.6 million to $3.53 billion as of December 31, 2022, compared to $2.77 billion as of December 31, 2021. The increase in stockholders’ equity is primarily associated with the $961.3 million in common stock issued to Happy shareholders for the acquisition of Happy on April 1, 2022 and $305.3 million in net income, which were partially offset by the $315.9 million decrease in accumulated other comprehensive income, $128.4 million of shareholder dividends paid and the repurchase of $70.9 million of our common stock during 2022. The improvement in stockholders’ equity was 27.5% for the year ended December 31, 2022 compared to December 31, 2021.

As of December 31, 2022, our non-performing loans increased to $60.9 million, or 0.42%, of total loans from $50.2 million, or 0.51%, of total loans as of December 31, 2021. The allowance for credit losses as a percentage of non-performing loans increased to 475.99% as of December 31, 2022, compared to 471.61% as of December 31, 2021. Non-performing loans from our Arkansas franchise were $8.4 million at December 31, 2022 compared to $13.9 million as of December 31, 2021. Non-performing loans from our Florida franchise were $20.5 million at December 31, 2022 compared to $26.8 million as of December 31, 2021. Non-performing loans from our new Texas franchise were $22.2 million at December 31, 2022. Nonperforming loans from our Alabama franchise were $404,000 at December 31, 2022 compared to $470,000 as of December 31, 2021. Non-performing loans from our SPF franchise were $2.3 million at December 31, 2022 compared to $1.5 million as of December 31, 2021. Non-performing loans from our Centennial CFG franchise were $7.1 million at December 31, 2022 compared to $7.5 million as of December 31, 2021.

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As of December 31, 2022, our non-performing assets increased to $61.5 million, or 0.27%, of total assets from $51.8 million, or 0.29%, of total assets as of December 31, 2021. Non-performing assets from our Arkansas franchise were $8.5 million at December 31, 2022 compared to $14.4 million as of December 31, 2021. Non-performing assets from our Florida franchise were $20.8 million at December 31, 2022 compared to $27.9 million as of December 31, 2021. Non-performing assets from our new Texas franchise were $22.4 million at December 31, 2022. Non-performing assets from our Alabama franchise were $404,000 at December 31, 2022 compared to $470,000 as of December 31, 2021. Non-performing assets from our SPF franchise were $2.3 million at December 31, 2022 compared to $1.5 million as of December 31, 2021. Non-performing assets from our CFG franchise were $7.1 million at December 31, 2022 compared to $7.5 million as of December 31, 2021.

The $7.1 million balance of non-accrual loans for our Centennial CFG market balance of non-accrual loans for our Centennial CFG market consists of two loans that are assessed for credit risk by the Federal Reserve under the Shared National Credit Program. Due to the condition of the two loans, partial charge-offs for a total of $5.4 million were taken on these loans during 2022. The loans are not current on either principal or interest, and we have reversed any interest that had accrued subsequent to the non-accrual date designated by the Federal Reserve. Any interest payments that are received will be applied to the principal balance.

Critical Accounting Policies and Estimates

Overview. We prepare our consolidated financial statements based on the selection of certain accounting policies, generally accepted accounting principles and customary practices in the banking industry. These policies, in certain areas, require us to make significant estimates and assumptions. Our accounting policies are described in detail in the notes to our consolidated financial statements included as part of this document.

We consider a policy critical if (i) the accounting estimate requires assumptions about matters that are highly uncertain at the time of the accounting estimate; and (ii) different estimates that could reasonably have been used in the current period, or changes in the accounting estimate that are reasonably likely to occur from period to period, would have a material impact on our financial statements. Using these criteria, we believe that the accounting policies most critical to us are those associated with our lending practices, including the accounting for the allowance for credit losses, foreclosed assets, investments, intangible assets, income taxes and stock options.

Revenue Recognition. Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers ("ASC Topic 606"), establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. The majority of our revenue-generating transactions are not subject to ASC Topic 606, including revenue generated from financial instruments, such as our loans, letters of credit, investment securities and mortgage lending income, as these activities are subject to other GAAP discussed elsewhere within our disclosures. Descriptions of our revenue-generating activities that are within the scope of ASC Topic 606, which are presented in our income statements as components of non-interest income are as follows:

•Service charges on deposit accounts – These represent general service fees for monthly account maintenance and activity or transaction-based fees and consist of transaction-based revenue, time-based revenue (service period), item-based revenue or some other individual attribute-based revenue. Revenue is recognized when our performance obligation is completed, which is generally monthly for account maintenance services or when a transaction has been completed (such as a wire transfer). Payment for such performance obligations are generally received at the time the performance obligations are satisfied.

•Other service charges and fees – These represent credit card interchange fees and Centennial CFG loan fees. The interchange fees are recorded in the period the performance obligation is satisfied which is generally the cash basis based on agreed upon contracts. Centennial CFG loan fees are based on loan or other negotiated agreements with customers and are accounted for under ASC Topic 310. Interchange fees were $22.6 million and $22.1 million for the years ended December 31, 2023 and December 31, 2022, respectively. Centennial CFG loan fees were $9.9 million and $11.8 million for the years ended December 31, 2023 and December 31, 2022, respectively.

•Trust fees - The Company enters into contracts with its customers to manage assets for investment, and/or transact on their accounts. The Company generally satisfies its performance obligations as services are rendered. The management fees are percentage based, flat, percentage of income or a fixed percentage calculated upon the average balance of assets depending upon account type. Fees are collected on a monthly or annual basis.

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Credit Losses. We account for credit losses in accordance with ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASC 326" or "CECL"). The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credits, financial guarantees, and other similar instruments) and net investments in leases recognized by a lessor in accordance with Topic 842 on leases.

Investments – Available-for-sale. Securities available-for-sale ("AFS") are reported at fair value with unrealized holding gains and losses reported as a separate component of stockholders’ equity and other comprehensive income (loss), net of taxes. Securities that are held as available-for-sale are used as a part of our asset/liability management strategy. Securities that may be sold in response to interest rate changes, changes in prepayment risk, the need to increase regulatory capital, and other similar factors are classified as available-for-sale. The Company evaluates all securities quarterly to determine if any securities in a loss position require a provision for credit losses in accordance with ASC 326. The Company first assesses whether it intends to sell or is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For securities that do not meet this criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost, and changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income. The Company has made the election to exclude accrued interest receivable on AFS securities from the estimate of credit losses and report accrued interest separately on the consolidated balance sheets. Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the allowance when management believes the uncollectability of a security is confirmed or when either of the criteria regarding intent or requirement to sell is met.

Investments – Held-to-Maturity. Debt securities held-to-maturity ("HTM"), which include any security for which we have the positive intent and ability to hold until maturity, are reported at historical cost adjusted for amortization of premiums and accretion of discounts. Premiums and discounts are amortized/accreted to the call date to interest income using the constant effective yield method over the estimated life of the security. The Company evaluates all securities quarterly to determine if any securities in a loss position require a provision for credit losses in accordance with ASC 326. The Company measures expected credit losses on HTM securities on a collective basis by major security type, with each type sharing similar risk characteristics. The estimate of expected credit losses considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. The Company has made the election to exclude accrued interest receivable on HTM securities from the estimate of credit losses and report accrued interest separately on the consolidated balance sheets. Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the allowance when management believes the uncollectability of a security is confirmed.

Loans Receivable and Allowance for Credit Losses. Except for loans acquired during our acquisitions, substantially all of our loans receivable are reported at their outstanding principal balance adjusted for any charge-offs, as it is management’s intent to hold them for the foreseeable future or until maturity or payoff, except for mortgage loans held for sale. Interest income on loans is accrued over the term of the loans based on the principal balance outstanding.

The allowance for credit losses on loans receivable is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the uncollectability of a loan balance is confirmed and expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off.

Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level, or term as well as for changes in environmental conditions, such as changes in the national unemployment rate, gross domestic product, rental vacancy rate, housing price indices and rental vacancy rate index.

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The allowance for credit losses is measured based on call report segment as these types of loans exhibit similar risk characteristics. The identified loan segments are as follows:

•1-4 family construction

•All other construction

•1-4 family revolving home equity lines of credit (“HELOC”) & junior liens

•1-4 family senior liens

•Multifamily

•Owner occupies commercial real estate

•Non-owner occupied commercial real estate

•Commercial & industrial, agricultural, non-depository financial institutions, purchase/carry securities, other

•Consumer auto

•Other consumer

•Other consumer - SPF

The allowance for credit losses for each segment is measured through the use of the discounted cash flow method ("DCF"). Loans evaluated individually that are considered to be collateral dependent are not included in the collective evaluation. For these loans, where the Company has determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and the Company expects repayment of the loan to be provided substantially through the operation or sale of the collateral, the allowance for credit losses is measured based on the difference between the fair value of the collateral, net of estimated costs to sell, and the amortized cost basis of the loan as of the measurement date. When repayment is expected to be from the operation of the collateral, expected credit losses are calculated as the amount by which the amortized cost basis of the loan exceeds the present value of expected cash flows from the operation of the collateral. The allowance for credit losses may be zero if the fair value of the collateral at the measurement date exceeds the amortized cost basis of the loan, net of estimated costs to sell. For individually analyzed loans which are not considered to be collateral dependent, an allowance is recorded based on the loss rate for the respective pool within the collective evaluation.

Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals, and modifications unless either of the following applies:

•Management has a reasonable expectation at the reporting date that restructured loans made to borrowers experiencing financial difficulty will be executed with an individual borrower.

•The extension or renewal options are included in the original or modified contract at the reporting date and are not unconditionally cancellable by the Company.

Management qualitatively adjusts model results for risk factors that are not considered within our modeling processes but are nonetheless relevant in assessing the expected credit losses within our loan pools. These qualitative factors ("Q-Factors") and other qualitative adjustments may increase or decrease management's estimate of expected credit losses by a calculated percentage or amount based upon the estimated level of risk. The various risks that may be considered in making Q-Factor and other qualitative adjustments include, among other things, the impact of (i) changes in lending policies, procedures and strategies; (ii) changes in nature and volume of the portfolio; (iii) staff experience; (iv) changes in volume and trends in classified loans, delinquencies and nonaccruals; (v) concentration risk; (vi) trends in underlying collateral values; (vii) external factors such as competition, legal and regulatory environment; (viii) changes in the quality of the loan review system and (ix) economic conditions.

Loans are placed on non-accrual status when management believes that the borrower’s financial condition, after giving consideration to economic and business conditions and collection efforts, is such that collection of interest is doubtful, or generally when loans are 90 days or more past due. Loans are charged against the allowance for credit losses when management believes that the collectability of the principal is unlikely. Accrued interest related to non-accrual loans is generally charged against the allowance for credit losses when accrued in prior years and reversed from interest income if accrued in the current year. Interest income on non-accrual loans may be recognized to the extent cash payments are received, although the majority of payments received are usually applied to principal. Non-accrual loans are generally returned to accrual status when principal and interest payments are less than 90 days past due, the customer has made required payments for at least six months, and we reasonably expect to collect all principal and interest.

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Acquisition Accounting and Acquired Loans. We account for our acquisitions under ASC Topic 805, Business Combinations, which requires the use of the acquisition method of accounting. All identifiable assets acquired, including loans, and liabilities assumed are recorded at fair value. In accordance with ASC 326, the Company records both a discount and an allowance for credit losses on acquired loans. All purchased loans are recorded at fair value in accordance with the fair value methodology prescribed in FASB ASC Topic 820, Fair Value Measurements. The fair value estimates associated with the loans include estimates related to expected prepayments and the amount and timing of undiscounted expected principal, interest and other cash flows.

The Company has purchased loans, some of which have experienced more than insignificant credit deterioration since origination. Purchase credit deteriorated (“PCD”) loans are recorded at the amount paid. An allowance for credit losses is determined using the same methodology as other loans. The initial allowance for credit losses determined on a collective basis is allocated to individual loans. The sum of the loan’s purchase price and allowance for credit losses becomes its initial amortized cost basis. The difference between the initial amortized cost basis and the par value of the loan is a noncredit discount or premium, which is amortized into interest income over the life of the loan. Subsequent changes to the allowance for credit losses are recorded through the provision for credit loss.

Allowance for Credit Losses on Off-Balance Sheet Credit Exposures: The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit unless that obligation is unconditionally cancellable by the Company. The allowance for credit losses on off-balance sheet credit exposures is adjusted as a provision for credit loss expense. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life.

Foreclosed Assets Held for Sale. Real estate and personal properties acquired through or in lieu of loan foreclosure are to be sold and are initially recorded at fair value at the date of foreclosure, establishing a new cost basis. Valuations are periodically performed by management, and the real estate and personal properties are carried at fair value less costs to sell. Gains and losses from the sale of other real estate and personal properties are recorded in non-interest income, and expenses used to maintain the properties are included in non-interest expenses.

Intangible Assets. Intangible assets consist of goodwill and core deposit intangibles. Goodwill represents the excess purchase price over the fair value of net assets acquired in business acquisitions. The core deposit intangible represents the excess intangible value of acquired deposit customer relationships as determined by valuation specialists. The core deposit intangibles are being amortized over 48 months to 121 months on a straight-line basis. Goodwill is not amortized but rather is evaluated for impairment on at least an annual basis. We perform an annual impairment test of goodwill and core deposit intangibles as required by FASB ASC 350, Intangibles - Goodwill and Other, in the fourth quarter or more often if events and circumstances indicate there may be an impairment.

Income Taxes. We account for income taxes in accordance with income tax accounting guidance (ASC 740, Income Taxes). The income tax accounting guidance results in two components of income tax expense: current and deferred. Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues. We determine deferred income taxes using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax basis of assets and liabilities, and enacted changes in tax rates and laws are recognized in the period in which they occur.

Deferred income tax expense results from changes in deferred tax assets and liabilities between periods. Deferred tax assets are recognized if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination. The term “more likely than not” means a likelihood of more than 50 percent; the terms “examined” and “upon examination” also include resolution of the related appeals or litigation processes, if any. A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts, circumstances and information available at the reporting date and is subject to the management’s judgment. Deferred tax assets are reduced by a valuation allowance if, based on the weight of evidence available, it is more likely than not that some portion or all of a deferred tax asset will not be realized.

Both we and our subsidiary file consolidated tax returns. Our subsidiary provides for income taxes on a separate return basis, and remits to us amounts determined to be currently payable.

Stock Compensation. In accordance with FASB ASC 718, Compensation - Stock Compensation, and FASB ASC 505-50, Equity-Based Payments to Non-Employees, the fair value of each option award is estimated on the date of grant. We recognize compensation expense for the grant-date fair value of the option award over the vesting period of the award.

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Acquisitions

Acquisition of Happy Bancshares, Inc.

On April 1, 2022, the Company completed the acquisition of Happy Bancshares, Inc., and merged Happy State Bank into Centennial Bank. The Company issued approximately 42.4 million shares of its common stock valued at approximately $958.8 million as of April 1, 2022. In addition, the holders of certain Happy stock-based awards received approximately $3.7 million in cash in cancellation of such awards, for a total transaction value of approximately $962.5 million. The acquisition added new markets for expansion and brought complementary businesses together to drive synergies and growth.

Including the effects of purchase accounting adjustments, as of the acquisition date, Happy had approximately $6.69 billion in total assets, $3.65 billion in loans and $5.86 billion in customer deposits. Happy formerly operated its banking business from 62 locations in Texas.

For further discussion of the acquisition, see Note 2 "Business Combinations" to the Condensed Notes to Consolidated Financial Statements.

Acquisition of Marine Portfolio

On February 4, 2022, the Company completed the purchase of the performing marine loan portfolio of Utah-based LendingClub Bank (“LendingClub”). Under the terms of the purchase agreement with LendingClub, the Company acquired yacht loans totaling approximately $242.2 million. This portfolio of loans is housed within the Company's Shore Premier Finance division, which is responsible for servicing the acquired loan portfolio and originating new loan production.

We will continue evaluating all types of potential bank acquisitions, which may include FDIC-assisted acquisitions as opportunities arise, to determine what is in the best interest of our Company. Our goal in making these decisions is to maximize the return to our investors.

Branches

As opportunities arise, we will continue to open new (commonly referred to as de novo) branches in our current markets and in other attractive market areas.

As of December 31, 2023, we had 223 branch locations. There were 76 branches in Arkansas, 78 branches in Florida, 63 branches in Texas, five branches in Alabama and one branch in New York City.

Results of Operations for the Years Ended December 31, 2023, 2022 and 2021

Our net income increased $87.7 million, or 28.7%, to $392.9 million for the year ended December 31, 2023, from $305.3 million for the same period in 2022. On a diluted earnings per share basis, our earnings were $1.94 per share for the year ended December 31, 2023 and $1.57 per share for the year ended December 31, 2022. The Company recorded $12.1 million in credit loss expense for the year ended December 31, 2023. This consisted of a $12.0 million provision for credit losses on loans, a $1.7 million provision for credit losses on investment securities and a reversal of $1.5 million provision for unfunded commitments. During the year ended December 31, 2023, the Company recorded $13.0 million in FDIC special assessment expense and $1.1 million loss for the decrease in fair value of marketable securities, which were partially offset by $3.5 million in recoveries on historic losses from loans charged off prior to acquisition and $3.1 million in BOLI death benefits.

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Our net income decreased $13.8 million, or 4.3%, to $305.3 million for the year ended December 31, 2022, from $319.0 million for the same period in 2021. On a diluted earnings per share basis, our earnings were $1.57 per share for the year ended December 31, 2022 and $1.94 per share for the year ended December 31, 2021. As a result of the acquisition of Happy, which we completed on April 1, 2022, we incurred $49.6 million in merger expenses and recorded a $45.2 million provision for credit losses on acquired loans for the CECL "double count," an $11.4 million provision for credit losses on acquired unfunded commitments and a $2.0 million provision for credit losses on acquired held-to-maturity investment securities. The summation of these items reduced net income by $81.6 million ($108.2 million pre-tax) and earnings per share by $0.42 per share for the year ended December 31, 2022. Excluding the impact of the acquisition of Happy, the Company determined that an additional $5.0 million provision for credit losses on loans was necessary due to increased loan growth during the year. However, excluding the impact of the acquisition of Happy, the Company determined no additional provision for unfunded commitments or investment securities was necessary as of December 31, 2022. During the year ended December 31, 2022, the Company recorded $10.0 million in income from the settlement of a lawsuit brought by the Company, net of legal expense, $6.7 million in recoveries on historic losses from loans charged off prior to acquisition, and $1.4 million in special dividends from equity investments, which were partially offset by $2.1 million in TRUPS redemption fees, $1.3 million loss for the decrease in fair value of marketable securities and $176,000 in hurricane expenses.

Net Interest Income

Net interest income, our principal source of earnings, is the difference between the interest income generated by earning assets and the total interest cost of the deposits and borrowings obtained to fund those assets. Factors affecting the level of net interest income include the volume of earning assets and interest-bearing liabilities, yields earned on loans and investments and rates paid on deposits and other borrowings, the level of non-performing loans and the amount of non-interest-bearing liabilities supporting earning assets. Net interest income is analyzed in the discussion and tables below on a fully taxable equivalent basis. The adjustment to convert certain income to a fully taxable equivalent basis consists of dividing tax-exempt income by one minus the combined federal and state income tax rate (24.989% for the year ended December 31, 2023, 24.6735% for the year ended December 31, 2022 and 25.740% for year ended December 31, 2021).

The Federal Reserve Board sets various benchmark rates, including the Federal Funds rate, and thereby influences the general market rates of interest, including the deposit and loan rates offered by financial institutions. The Federal Reserve increased the target rate seven times during 2022. First, on March 16, 2022, the target rate was increased to 0.25% to 0.50%. Second, on May 4, 2022, the target rate was increased to 0.75% to 1.00%. Third, on June 15, 2022, the target rate was increased to 1.50% to 1.75%. Fourth, on July 27, 2022, the target rate was increased to 2.25% to 2.50%. Fifth, on September 21, 2022, the target rate was increased to 3.00% to 3.25%. Sixth, on November 2, 2022, the target rate was increased to 3.75% to 4.00%. Seventh, on December 14, 2022, the target rate was increased to 4.25% to 4.50%. The Federal Reserve increased the target rate four times during 2023. First, on February 1, 2023, the target rate was increased to 4.50% to 4.75%, second, on March 22, 2023, the target rate was increased to 4.75% to 5.00%, third, on May 3, 2023, the target rate was increased to 5.00% to 5.25% and fourth, on July 26, 2023, the target rate was increased to 5.25% to 5.50%.

Our net interest margin on a fully taxable equivalent basis increased from 3.81% for the year ended December 31, 2022 to 4.25% for the year ended December 31, 2023. The yield on interest earning assets was 6.03% and 4.40% for the years ended December 31, 2023 and 2022, respectively, as average interest earning assets decreased from $20.15 billion to $19.57 billion. The decrease in average interest earning assets is primarily due to a $2.12 billion decrease in average interest-bearing balances due from banks, which was partially offset by a $1.37 billion increase in average loans receivable and a $171.0 million increase in average investment securities. For the years ended December 31, 2023 and 2022, we recognized $10.6 million and $16.3 million, respectively, in total net accretion for acquired loans and deposits. The reduction in accretion was dilutive to the net interest margin by approximately 3 basis points. The overall increase in the net interest margin was due to a decrease in average interest-bearing cash balances as well as an increase in interest income from higher yields on average interest-earning assets, partially offset by an increase in interest expense due to an increase in average interest-bearing liabilities at higher interest rates primarily as a result of the Happy acquisition and the current rising interest rate environment.

Net interest income on a fully taxable equivalent basis increased $65.1 million, or 8.5%, to $832.5 million for the year ended December 31, 2023, from $767.3 million for the same period in 2022. This increase in net interest income was the result of a $294.1 million increase in interest income, partially offset by a $229.0 million increase in interest expense on a fully taxable equivalent basis. The $294.1 million increase in interest income was primarily the result of the increasing interest rate environment and the higher level of average interest earning assets due to the acquisition of Happy during the second quarter of 2022. The higher yield on earning assets resulted in an increase in interest income of approximately $248.5 million, and the change in earning assets resulted in an increase in interest income of approximately $45.6 million. The $229.0 million increase in interest expense is primarily the result of the increasing interest rate environment as well as the higher level of average interest bearing liabilities due to the acquisition of Happy during the second quarter of 2022. The higher rates on interest bearing liabilities resulted in an increase in interest expense of approximately $224.1 million, and the change in interest bearing liabilities resulted in an increase in interest expense of approximately $4.9 million.

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Our net interest margin on a fully taxable equivalent basis increased from 3.66% for the year ended December 31, 2021 to 3.81% for the year ended December 31, 2022. The yield on interest earning assets was 4.40% and 3.99% for the years ended December 31, 2022 and 2021, respectively, as average interest earning assets increased from $15.86 billion to $20.15 billion. The increase in average earning assets is primarily the result of a $2.57 billion increase in average loans receivable and a $1.87 billion increase in average investment securities, largely resulting from the acquisition of Happy, which were partially offset by a $151.9 million decrease in average interest-bearing balances due from banks. For the years ended December 31, 2022 and 2021, we recognized $16.3 million and $20.2 million, respectively, in total net accretion for acquired loans and deposits. The reduction in accretion was dilutive to the net interest margin by approximately 2 basis points. During 2022, the Company experienced a $31.8 million reduction in interest income from PPP loans due to the forgiveness of the PPP loans and the acceleration of the deferred fees for the loans that were forgiven. This reduction in income was dilutive to the net interest margin by approximately 8 basis points. We recognized $3.8 million in event interest income for the year ended December 31, 2022 compared to $6.7 million in event income for the year ended December 31, 2021. This was dilutive to the net interest margin by approximately 2 basis points. The overall increase in the net interest margin was due to an increase in interest income due to an increase in both average earning assets at higher yields, which was partially offset by an increase in interest expense due to an increase in average interest-bearing liabilities at higher interest rates primarily as a result of the Happy acquisition, and the current rising interest rate environment.

Net interest income on a fully taxable equivalent basis increased $187.3 million, or 32.3%, to $767.3 million for the year ended December 31, 2022, from $580.1 million for the same period in 2021. This increase in net interest income was the result of a $254.2 million increase in interest income, partially offset by a $66.9 million increase in interest expense on a fully taxable equivalent basis. The $254.2 million increase in interest income was primarily the result of the higher level of average interest earnings assets due to the acquisition of Happy during the second quarter of 2022 and the increasing interest rate environment. The increase in earning assets resulted in an increase in interest income of approximately $185.5 million, and the higher yield on earning assets resulted in a decrease in interest income of approximately $68.7 million. The $66.9 million increase in interest expense was primarily the result of the higher level of average interest bearing liabilities due to the acquisition of Happy during the second quarter of 2022 and the increasing interest rate environment. The higher rates on interest bearing liabilities resulted in an increase in interest expense of approximately $52.8 million, and the increase in interest bearing liabilities resulted in an increase in interest expense of approximately $14.0 million.

Tables 2 and 3 reflect an analysis of net interest income on a fully taxable equivalent basis for the years ended December 31, 2023, 2022 and 2021, as well as changes in fully taxable equivalent net interest margin for the years 2023 compared to 2022 and 2022 compared to 2021.

Table 2: Analysis of Net Interest Income

Years Ended December 31,
202320222021
(Dollars in thousands)
Interest income$1,175,053$877,766$625,171
Fully taxable equivalent adjustment5,5068,6637,079
Interest income – fully taxable equivalent1,180,559886,429632,250
Interest expense348,108119,09052,200
Net interest income – fully taxable equivalent$832,451$767,339$580,050
Yield on earning assets – fully taxable equivalent6.03%4.40%3.99%
Cost of interest-bearing liabilities2.520.870.49
Net interest spread – fully taxable equivalent3.513.533.50
Net interest margin – fully taxable equivalent4.253.813.66

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Table 3: Changes in Fully Taxable Equivalent Net Interest Margin

December 31,
2023 vs. 20222022 vs. 2021
(In thousands)
Increase in interest income due to change in earning assets$45,599$185,499
Increase in interest income due to change in earning asset yields248,53168,680
Increase in interest expense due to change in interest-bearing liabilities(4,945)(14,048)
Increase in interest expense due to change in interest rates paid on interest-bearing liabilities(224,073)(52,842)
Increase in net interest income$65,112$187,289

Table 4 shows, for each major category of earning assets and interest-bearing liabilities, the average amount outstanding, the interest income or expense on that amount and the average rate earned or expensed for the years ended December 31, 2023, 2022 and 2021. The table also shows the average rate earned on all earning assets, the average rate expensed on all interest-bearing liabilities, the net interest spread and the net interest margin for the same periods. The analysis is presented on a fully taxable equivalent basis. Non-accrual loans were included in average loans for the purpose of calculating the rate earned on total loans.

Table 4: Average Balance Sheets and Net Interest Income Analysis

Years Ended December 31,
202320222021
Average BalanceIncome / ExpenseYield / RateAverage BalanceIncome / ExpenseYield / RateAverage BalanceIncome / ExpenseYield / Rate
(Dollars in thousands)
ASSETS
Earnings assets
Interest-bearing balances due from banks$319,733$15,0234.70%$2,444,541$29,1101.19%$2,596,460$3,5150.14%
Federal funds sold3,8642215.721,519251.6571
Investment securities – taxable3,655,632138,5753.793,582,66491,9332.572,031,13930,0541.48
Investment securities – non-taxable1,276,56636,7272.881,178,56136,3633.09858,50326,0173.03
Loans receivable14,314,732990,0136.9212,940,998728,9985.6310,375,457572,6645.52
Total interest-earning assets19,570,5271,180,5596.0320,148,283886,4294.4015,861,630632,2503.99
Non-earning assets2,647,3832,405,0571,597,355
Total assets$22,217,910$22,553,340$17,458,985
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Interest-bearing liabilities
Savings and interest-bearing transaction accounts$11,162,244$258,5862.32%$11,520,781$81,0610.70%$8,716,004$15,9560.18%
Time deposits1,284,15637,3922.911,033,4314,9280.481,087,8758,9800.83
Total interest-bearing deposits12,446,400295,9782.3812,554,21285,9890.689,803,87924,9360.25
Federal funds purchased4436.8222020.91
Securities sold under agreement to repurchase149,0144,8133.23129,0061,4301.11151,1904970.33
FHLB & other borrowed funds753,15230,8254.09473,83911,0762.34400,0007,6041.90
Subordinated debentures440,12516,4893.75515,04920,5934.00370,71219,1635.17
Total interest-bearing liabilities13,788,735348,1082.5213,672,326119,0900.8710,725,78152,2000.49
Non-interest-bearing liabilities
Non-interest-bearing deposits4,599,2415,378,9063,924,341
Other liabilities198,634171,390124,724
Total liabilities18,586,61019,222,62214,774,846
Stockholders’ equity3,631,3003,330,7182,684,139
Total liabilities and stockholders’ equity$22,217,910$22,553,340$17,458,985
Net interest spread3.51%3.53%3.50%
Net interest income and margin$832,4514.25$767,3393.81$580,0503.66

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Table 5 shows changes in interest income and interest expense resulting from changes in volume and changes in interest rates for the year ended December 31, 2023 compared to 2022 and 2022 compared to 2021 on a fully taxable equivalent basis. The changes in interest rate and volume have been allocated to changes in average volume and changes in average rates, in proportion to the relationship of absolute dollar amounts of the changes in rates and volume.

Table 5: Volume/Rate Analysis

Years Ended December 31,
2023 over 20222022 over 2021
VolumeYield / RateTotalVolumeYield / RateTotal
(In thousands)
Increase (decrease) in:
Interest income:
Interest-bearing balances due from banks$(42,285)$28,198$(14,087)$(218)$25,813$25,595
Federal funds sold751211962525
Investment securities – taxable1,90944,73346,64231,55230,32761,879
Investment securities – non-taxable2,911(2,547)3649,86747910,346
Loans receivable82,989178,026261,015144,29812,036156,334
Total interest income45,599248,531294,130185,49968,680254,179
Interest expense:
Interest-bearing transaction and savings deposits(2,600)180,125177,5256,61958,48665,105
Time deposits1,47330,99132,464(429)(3,623)(4,052)
Federal funds purchased(3)41112
Securities sold under agreement to repurchase2543,1293,383(83)1,016933
FHLB & other borrowed funds8,68511,06419,7491,5471,9253,472
Subordinated debentures(2,864)(1,240)(4,104)6,393(4,963)1,430
Total interest expense4,945224,073229,01814,04852,84266,890
Increase in net interest income$40,654$24,458$65,112$171,451$15,838$187,289

Provision for Credit Losses

The Company accounts for credit losses in accordance with ASC 326. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credits, financial guarantees, and other similar instruments) and net investments in leases recognized by a lessor in accordance with Topic 842 on leases.

Credit Loss Expense: During the year ended December 31, 2023, the Company recorded a $12.0 million provision for credit losses on loans, a $1.7 million provision for credit losses on investment securities and a recovery of $1.5 million provision for unfunded commitments.

Net charge-offs to average total loans decreased to 0.09% for the year ended December 31, 2023 from 0.11% for the year ended December 31, 2022. Non-performing loans to total loans increased from 0.42% as of December 31, 2022 to 0.44% as of December 31, 2023.

Loans. Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level, or term as well as for changes in environmental conditions, such as changes in the national unemployment rate, gross domestic product, national retail sales index, housing price indices and rental vacancy rate index.

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Acquired loans. In accordance with ASC 326, the Company records both a discount and an allowance for credit losses on acquired loans. This is commonly referred to as “double accounting" or "double count."

The allowance for credit losses is measured based on call report segment as these types of loan exhibit similar risk characteristics. The identified loan segments are as follows:

•1-4 family construction

•All other construction

•1-4 family revolving home equity lines of credit (“HELOC”) & junior liens

•1-4 family senior liens

•Multifamily

•Owner occupies commercial real estate

•Non-owner occupied commercial real estate

•Commercial & industrial, agricultural, non-depository financial institutions, purchase/carry securities, other

•Consumer auto

•Other consumer

•Other consumer - SPF

The allowance for credit losses for each segment is measured through the use of the discounted cash flow method. Loans evaluated individually that are considered to be collateral dependent are not included in the collective evaluation. For these loans, where the Company has determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and the Company expects repayment of the loan to be provided substantially through the operation or sale of the collateral, the allowance for credit losses is measured based on the difference between the fair value of the collateral, net of estimated costs to sell, and the amortized cost basis of the loan as of the measurement date. When repayment is expected to be from the operation of the collateral, expected credit losses are calculated as the amount by which the amortized cost basis of the loan exceeds the present value of expected cash flows from the operation of the collateral. The allowance for credit losses may be zero if the fair value of the collateral at the measurement date exceeds the amortized cost basis of the loan, net of estimated costs to sell. For individually analyzed loans which are not considered to be collateral dependent, an allowance is recorded based on the loss rate for the respective pool within the collective evaluation.

Investments – Available-for-sale: The Company evaluates all securities quarterly to determine if any securities in a loss position require a provision for credit losses in accordance with ASC 326. The Company first assesses whether it intends to sell or is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For securities that do not meet these criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost, and changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income. The Company has made the election to exclude accrued interest receivable on AFS securities from the estimate of credit losses and report accrued interest separately on the consolidated balance sheets. Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the allowance when management believes the uncollectability of a security is confirmed or when either of the criteria regarding intent or requirement to sell is met.

Investments – Held-to-Maturity. The Company evaluates all securities quarterly to determine if any securities in a loss position require a provision for credit losses in accordance with ASC 326. The Company measures expected credit losses on HTM securities on a collective basis by major security type, with each type sharing similar risk characteristics. The estimate of expected credit losses considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. The Company has made the election to exclude accrued interest receivable on HTM securities from the estimate of credit losses and report accrued interest separately on the consolidated balance sheets. Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the allowance when management believes the uncollectability of a security is confirmed.

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During the year ended December 31, 2023, one of the Company’s AFS subordinated debt investment securities was downgraded below investment grade. As result, the Company wrote down the value of the investment to its unrealized loss position, which required a $1.7 million provision. The remaining $842,000 allowance for credit losses on AFS investments is associated with certain securities in the subordinated debt portfolio within the banking sector. These investments are classified within the other securities category of the AFS portfolio. The $2.0 million allowance for credit losses for the held-to-maturity portfolio was considered adequate. No additional provision for credit losses was considered necessary for the HTM portfolio.

Non-Interest Income

Total non-interest income was $169.9 million in 2023, compared to $175.1 million in 2022 and $137.6 million in 2021. Our recurring non-interest income includes service charges on deposit accounts, other service charges and fees, trust fees, mortgage lending, insurance commissions, increase in cash value of life insurance, fair value adjustment for marketable securities and dividends.

Table 6 measures the various components of our non-interest income for the years ended December 31, 2023, 2022, and 2021, respectively, as well as changes for the years 2023 compared to 2022 and 2022 compared to 2021.

Table 6: Non-Interest Income

Years Ended December 31,2023 Change from 20222022 Change from 2021
202320222021
(Dollars in thousands)
Service charges on deposit accounts$39,207$37,114$22,276$2,0935.6%$14,83866.6%
Other service charges and fees44,18844,58836,451(400)(0.9)8,13722.3
Trust fees17,89212,8551,9605,03739.210,895555.9
Mortgage lending income10,73817,65725,676(6,919)(39.2)(8,019)(31.2)
Insurance commissions2,0862,1921,943(106)(4.8)24912.8
Increase in cash value of life insurance4,6553,8002,04985522.51,75185.5
Dividends from FHLB, FRB, FNBB & other11,6429,19814,8352,44426.6(5,637)(38.0)
Gain on sale of SBA loans2781832,3809551.9(2,197)(92.3)
Gain (loss) on sale of branches, equipment and other assets, net1,50715(105)1,492(9946.7)120114.3
Gain on OREO, net3325002,003(168)(33.6)(1,503)(75.0)
Gain on securities, net219(219)(100.0)
Fair value adjustment for marketable securities(1,094)(1,272)7,17817814.0(8,450)(117.7)
Other income38,50348,28120,704(9,778)(20.3)27,577133.2
Total non-interest income$169,934$175,111$137,569$(5,177)(3.0)%$37,54227.3%

Non-interest income decreased $5.2 million, or 3.0%, to $169.9 million for the year ended December 31, 2023 from $175.1 million for the same period in 2022. The primary factors that resulted in this decrease were the $9.8 million decrease in other income and the $6.9 million decrease in mortgage lending income, partially offset by the $5.0 million increase in trust fees. Other factors were changes related to service charges on deposit accounts, cash value of life insurance, dividends from FHLB, FRB, FNBB & other and gain on sale of branches, equipment and other assets.

Additional details for the year ended December 31, 2023 on some of the more significant changes are as follows:

•The $2.1 million increase in service charges on deposit accounts is primarily related to an increase in overdraft fees and service charge fees related to the acquisition of Happy.

•The $5.0 million increase in trust fees is primarily related to an increase in trust fees resulting from the acquisition of Happy.

•The $6.9 million decrease in mortgage lending income is primarily related to a decrease in volume of secondary market loans from the high volume of loans during 2022. The decrease in volume is due to the increase in interest rates.

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•The $855,000 increase in cash value of life insurance is primarily related to the increase in bank owned life insurance resulting from the acquisition of Happy.

•The $2.4 million increase in dividends from FHLB, FRB, FNBB & other is primarily due to an increase in dividend income from FHLB and FRB stock holdings related to the acquisition of Happy and an increase in dividends on marketable securities, partially offset by a lower volume of dividends from equity investments.

•The $1.5 million increase in gain on sale of branches, equipment and other assets, net, is primarily due to the sales of buildings in Texas and Florida in 2023.

•The $9.8 million decrease in other income is primarily due to the $15.0 million in income in 2022 from the settlement of a lawsuit brought by the Company and a $6.0 million decrease in income for items previously charged-off, which were partially offset by $4.9 million increase in income from equity method investments, $3.1 million in BOLI death benefit income and a $2.8 million increase in rental income primarily related to the acquisition of Happy.

Non-interest income increased $37.5 million, or 27.3%, to $175.1 million for the year ended December 31, 2022 from $137.6 million for the same period in 2021. The primary factors that resulted in this increase were the $27.6 million increase in other income, the $14.8 million increase in service charges on deposit accounts and the $10.9 million increase in trust fees. Other factors were changes related to other service charges and fees, mortgage lending income, cash value of life insurance, dividends from FHLB, FRB, FNBB & other, gain on sale of SBA loans, gain on OREO and fair value adjustment for marketable securities.

Additional details for the year ended December 31, 2022 on some of the more significant changes are as follows:

•The $14.8 million increase in service charges on deposit accounts is primarily due to an increase in overdraft and service charge fees related to the acquisition of Happy.

•The $8.1 million increase in other service charges and fees is primarily due to an increase in interchange fees related to the acquisition of Happy.

•The $10.9 million increase in trust fees is primarily related to an increase in trust fees resulting from the acquisition of Happy.

•    The $8.0 million decrease in mortgage lending income is primarily due to a decrease in volume of secondary market loans from the high volume of loans during 2021. The decrease in volume is due to the increase in interest rates.

•     The $1.8 million increase in cash value of life insurance is primarily related to the increase in bank owned life insurance resulting from the acquisition of Happy.

•The $5.6 million decrease in dividends from FHLB, FRB, FNBB & other is primarily due to a decrease in special dividends from equity investments, partially offset by an increase in dividend income from marketable securities and an increase in FRB stock holdings related to the acquisition of Happy.

•    The $2.2 million decrease in gain on sale of SBA loans is primarily due to the decrease in the volume of SBA loan sales during 2022.

•     The $1.5 million decrease in gain on OREO resulted from a reduction in the level of sales of OREO during 2022.

•The $8.5 million decrease in the fair value adjustment for marketable securities is due to a reduction in the fair value of marketable securities held by the Company.

•     The $27.6 million increase in other income is primarily due to $15.0 million in income from the settlement of a lawsuit brought by the Company and a $6.3 million adjustment for equity method investments. Other factors include a $2.1 million increase in additional income for items previously charged off, $2.5 million increase in rental income and a $2.0 million increase in investment brokerage fee income, partially offset by a $478,000 decrease in gain on life insurance.

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Non-Interest Expense

Non-interest expense consists of salaries and employee benefits, occupancy and equipment, data processing, and other expenses such as advertising, merger and acquisition expenses, amortization of intangibles, electronic banking expense, FDIC and state assessment, insurance, legal and accounting fees and other professional fees.

Table 7 below sets forth a summary of non-interest expense for the years ended December 31, 2023, 2022, and 2021, as well as changes for the years ended 2023 compared to 2022 and 2022 compared to 2021.

Table 7: Non-Interest Expense

Years Ended December 31,2023 Change from 20222022 Change from 2021
202320222021
(Dollars in thousands)
Salaries and employee benefits$256,966$238,885$170,755$18,0817.6%$68,13039.9%
Occupancy and equipment60,30353,41736,6316,88612.916,78645.8
Data processing expense36,32934,94224,2801,3874.010,66243.9
Merger expense49,5941,886(49,594)(100.0)47,7082529.6
Other operating expenses:
Advertising8,8507,9744,85587611.03,11964.2
Amortization of intangibles9,6858,8535,6838329.43,17055.8
Electronic banking expense14,31313,6329,8176815.03,81538.9
Directors' fees1,8141,4911,61432321.7(123)(7.6)
Due from bank service charges1,1151,2551,044(140)(11.2)21120.2
FDIC and state assessment25,5308,4285,47217,102202.92,95654.0
Hurricane expense176(176)(100.0)176100.0
Insurance3,5673,7053,118(138)(3.7)58718.8
Legal and accounting5,2309,4013,703(4,171)(44.4)5,698153.9
Other professional fees8,8158,8816,950(66)(0.7)1,93127.8
Operating supplies3,1383,1201,915180.61,20562.9
Postage2,0812,0781,28330.179562.0
Telephone2,1601,8901,42527014.346532.6
Other expense32,96727,90518,0865,06218.19,81954.3
Total non-interest expense$472,863$475,627$298,517$(2,764)(0.6)%$177,11059.3%

Non-interest expense decreased $2.8 million, or 0.6%, to $472.9 million for the year ended December 31, 2023, from $475.6 million for the same period in 2022. The primary factors that resulted in this decrease was the decrease in merger expense, partially offset by increases in salaries and employee benefits expense and FDIC and state assessment expense. Other factors were changes related to occupancy and equipment expenses, data processing expenses, advertising expenses, amortization of intangibles, legal and accounting expenses and other expense.

Additional details for the year ended December 31, 2023 on some of the more significant changes are as follows:

•The $18.1 million increase in salaries and employee benefits expense is primarily due to the acquisition of Happy.

•The $6.9 million increase in occupancy and equipment expense is primarily due to increases in depreciation on buildings, machinery and equipment; utility expenses; lease expense; equipment maintenance and repairs; janitorial expenses; property taxes and other occupancy expenses related to the acquisition of Happy.

•The $1.4 million increase in data processing expense is primarily due to increases in telecommunication fees, depreciation of equipment and software, software licensing subscriptions, core processing expenses and computer expenses related to the acquisition of Happy.

•The $49.6 million decrease in merger and acquisition expense is due to costs associated with the acquisition of Happy.

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•The $876,000 increase in advertising expense is primarily related to the acquisition of Happy.

•The $832,000 increase in amortization of intangibles is due to the acquisition of Happy.

•The $17.1 million increase in FDIC and state assessment expense is primarily due to the FDIC special assessment during the fourth quarter of 2023 and the acquisition of Happy during the second quarter of 2022. The $13.0 million FDIC special assessment was levied in order to recover the losses to the Deposit Insurance Fund associated with protecting uninsured depositors following the closures of Silicon Valley Bank and Signature Bank.

•The $4.2 million decrease in legal and accounting expense is primarily due to expenses related to a lawsuit brought by the Company which were incurred in 2022.

•The $5.1 million increase in other expenses is primarily related to the acquisition of Happy, partially offset by the reduction of $2.1 million in TRUPS redemption fees which were incurred in 2022.

Non-interest expense increased $177.1 million, or 59.3%, to $475.6 million for the year ended December 31, 2022, from $298.5 million for the same period in 2021. The primary factors that resulted in this increase was the increase in salaries and employee benefits expense and merger expense. Other factors were changes related to occupancy and equipment expenses, data processing expenses, electronic banking expense, FDIC and state assessment expense, legal and accounting expenses, other professional fees and other expense.

Additional details for the year ended December 31, 2022 on some of the more significant changes are as follows:

•The $68.1 million increase in salaries and employee benefits expense is primarily due to the acquisition of Happy.

•    The $16.8 million increase in occupancy and equipment expense is primarily due to increases in depreciation on buildings, machinery and equipment; utility expenses; lease expense; equipment maintenance and repairs; janitorial expenses; property taxes and other occupancy expenses related to the acquisition of Happy.

•The $10.7 million increase in data processing expense is primarily due to increases in telecommunication fees, computer software fees, licensing fees, mobile banking, internet banking and cash management expenses related to the acquisition of Happy.

•The $47.7 million increase in merger and acquisition expense is due to costs associated with the acquisition of Happy.

•The $3.1 million increase in advertising expense is primarily related to the acquisition of Happy.

•The $3.2 million increase in amortization of intangibles is due to the acquisition of Happy.

•The $3.8 million increase in electronic banking expenses is primarily due to the increased debit card processing fees and interchange network expense resulting from the acquisition of Happy.

•The $3.0 million increase in FDIC and state assessment expense is primarily due to FDIC assessment reductions for 2021 and the acquisition of Happy during the second quarter of 2022.

•The $5.7 million increase in legal and accounting expense is primarily due to expenses related to a lawsuit brought by the Company.

•The $1.9 million increase in other professional fees is primarily related to the acquisition of Happy.

•The $1.2 million increase in operating expense is primarily due to the acquisition of Happy.

•The $9.8 million increase in other expenses is primarily related to the acquisition of Happy as well as $2.1 million in TRUPS redemption fees.

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Income Taxes

During 2023, the Company increased its marginal tax rate from 24.6735% to 24.989%. In an effort to more accurately reflect legislative and current state income apportionment, the state tax rate was increased to 5.049%. This raised the blended rate to 24.989%.

During 2022, the Company lowered its marginal tax rate from 25.740% to 24.6735%. In an effort to more accurately reflect current state income apportionment and state tax rates, the state tax rate was lowered to 4.65%. This lowered the blended rate to 24.6735%. Apportionment changes related to the acquisition of Happy and statutory tax rate changes were the main drivers in the tax rate reduction.

During 2021, the Company lowered its marginal tax rate from 26.135% to 25.740%. In an effort to more accurately reflect current state income apportionment and state tax rates, the state tax rate was lowered to 6.0%, lowering the blended rate to 25.74%. Florida and Arkansas were the main drivers in the tax rate reduction.

Income tax expense increased $29.6 million, or 33.2%, to $119.0 million for the year ended December 31, 2023, from $89.3 million for 2022. Income tax expense decreased $8.4 million, or 8.6%, to $89.3 million for the year ended December 31, 2022, from $97.8 million for 2021. The effective tax rates for the years ended December 31, 2023, 2022 and 2021 were 23.24%, 22.64% and 23.45%, respectively. The Company’s marginal tax rate was 24.989%, 24.6735% and 25.740% for years ended December 31, 2023, 2022 and 2021, respectively.

Financial Condition as of and for the Years Ended December 31, 2023 and 2022

Our total assets as of December 31, 2023 decreased $226.9 million to $22.66 billion from the $22.88 billion reported as of December 31, 2022. The decrease in total assets is primarily due to a $539.5 million decrease in investment securities resulting from paydowns and maturities, which was partially offset by a $275.4 million increase in cash and cash equivalents during the year. Our loan portfolio balance increased $15.2 million to $14.42 billion as of December 31, 2023, from $14.41 billion as of December 31, 2022. The increase in loans was due to $340.4 million in organic loan growth within our legacy footprint, which was partially offset by $325.2 million of organic loan decline from our Centennial CFG franchise during 2023. Total deposits decreased $1.15 billion to $16.79 billion as of December 31, 2023 compared to $17.94 billion as of December 31, 2022. The decrease in deposits was primarily due to the runoff of deposits during 2023 as a result of the rising interest rate environment. Stockholders’ equity increased $264.7 million to $3.79 billion as of December 31, 2023, compared to $3.53 billion as of December 31, 2022. The increase in stockholders’ equity is primarily associated with the $392.9 million in net income and the $56.4 million increase in accumulated other comprehensive income, which were partially offset by the $145.9 million of shareholder dividends paid and the repurchase of $48.3 million of our common stock during 2023. The improvement in stockholders’ equity was 7.5% for the year ended December 31, 2023 compared to December 31, 2022.

Our total assets as of December 31, 2022 increased $4.83 billion to $22.88 billion from the $18.05 billion reported as of December 31, 2021. The increase in total assets is primarily due to the acquisition of $6.69 billion in total assets, net of purchase accounting adjustments, from Happy during the second quarter of 2022. Cash and cash equivalents decreased $2.93 billion, or 80.14%. Our loan portfolio balance increased $4.57 billion to $14.41 billion as of December 31, 2022, from $9.84 billion as of December 31, 2021. The increase in loans was due to the acquisition of $3.65 billion in loans, net of purchase accounting adjustments, from Happy in the second quarter of 2022 and $242.2 million in marine loans from LendingClub Bank during the first quarter of 2022, as well as $678.6 million in organic loan growth during 2022. Total deposits increased $3.68 billion to $17.94 billion as of December 31, 2022 compared to $14.26 billion as of December 31, 2021. The increase in deposits was primarily due to the acquisition of $5.86 billion in deposits, net of purchase accounting adjustments, from Happy in the second quarter of 2022, partially offset by $2.18 billion in deposit decline during the year. Stockholders’ equity increased $760.6 million to $3.53 billion as of December 31, 2022, compared to $2.77 billion as of December 31, 2021. The increase in stockholders’ equity is primarily associated with the $961.3 million in common stock issued to Happy shareholders for the acquisition of Happy on April 1, 2022 and $305.3 million in net income, which were partially offset by the $315.9 million decrease in accumulated other comprehensive income, $128.4 million of shareholder dividends paid and the repurchase of $70.9 million of our common stock during 2022. The improvement in stockholders’ equity was 27.5% for the year ended December 31, 2022 compared to December 31, 2021.

Loan Portfolio

Our loan portfolio averaged $14.31 billion and $12.94 billion during the years ended December 31, 2023 and 2022, respectively. Loans receivable were $14.42 billion as of December 31, 2023 compared to $14.41 billion as of December 31, 2022, an increase of $15.2 million, or 0.1%.

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During 2023, the Company experienced $15.2 million in organic loan growth. The $15.2 million in organic loan growth included $340.4 million in organic loan growth for our legacy footprint which was partially offset by $325.2 million of organic loan decline for Centennial CFG during 2023.

During 2022, the Company experienced an increase of approximately $4.57 billion in loans. The increase in loans was primarily due to the acquisition of $3.65 billion in loans, net of purchase accounting adjustments, from Happy and $242.2 million in marine loans from LendingClub Bank during 2022, as well as $678.6 million in organic loan growth. The $678.6 million in organic loan growth included $352.7 million in loan growth for Centennial CFG and $483.6 million in loan growth within the remaining footprint, partially offset by a $157.7 million decline in PPP loans during 2022.

The most significant components of the loan portfolio were commercial real estate, residential real estate, consumer and commercial and industrial loans. These loans are generally secured by residential or commercial real estate or business or personal property. Although these loans are primarily originated within our franchises in Arkansas, Florida, Texas, South Alabama and Centennial CFG, the property securing these loans may not physically be located within our market areas of Arkansas, Florida, Texas, Alabama and New York. Loans receivable were approximately $3.23 billion, $3.93 billion, $3.94 billion, $125.1 million, $1.24 billion and $1.95 billion as of December 31, 2023 in Arkansas, Florida, Texas, Alabama, SPF and Centennial CFG, respectively.

As of December 31, 2023, we had $867.5 million of construction/land development loans which were collateralized by land. This consisted of $84.2 million for raw land and $783.3 million for land with commercial and/or residential lots.

Table 8 presents our loans receivable balances by category as of December 31, 2023 and 2022.

Table 8: Loans Receivable

As of December 31,
20232022
(In thousands)
Real estate:
Commercial real estate loans:
Non-farm/non-residential$5,549,954$5,632,063
Construction/land development2,293,0472,135,266
Agricultural325,156346,811
Residential real estate loans:
Residential 1-4 family1,844,2601,748,551
Multifamily residential435,736578,052
Total real estate10,448,15310,440,743
Consumer1,153,6901,149,896
Commercial and industrial2,324,9912,349,263
Agricultural307,327285,235
Other190,567184,343
Total loans receivable$14,424,728$14,409,480

Commercial Real Estate Loans. We originate non-farm and non-residential loans (primarily secured by commercial real estate), construction/land development loans, and agricultural loans, which are generally secured by real estate located in our market areas. Our commercial mortgage loans are generally collateralized by first liens on real estate and amortized (where defined) over a 15 to 30-year period with balloon payments due at the end of one to five years. These loans are generally underwritten by assessing cash flow (debt service coverage), primary and secondary source of repayment, the financial strength of any guarantor, the strength of the tenant (if any), the borrower’s liquidity and leverage, management experience, ownership structure, economic conditions and industry specific trends and collateral. Generally, we will loan up to 85% of the value of improved property, 65% of the value of raw land and 75% of the value of land to be acquired and developed. A first lien on the property and assignment of lease is required if the collateral is rental property, with second lien positions considered on a case-by-case basis.

As of December 31, 2023, commercial real estate loans totaled $8.17 billion, or 56.7% of loans receivable, as compared to $8.11 billion, or 56.3% of loans receivable, as of December 31, 2022. Commercial real estate loans originated in our Arkansas, Florida, Texas, Alabama, SPF and Centennial CFG markets were $2.07 billion, $2.41 billion, $2.23 billion, $47.5 million, zero and $1.41 billion at December 31, 2023, respectively.

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Residential Real Estate Loans. We originate one to four family, residential mortgage loans generally secured by property located in our primary market areas. Approximately 50.1% and 40.9% of our residential mortgage loans consist of owner occupied 1-4 family properties and non-owner occupied 1-4 family properties (rental), respectively, as of December 31, 2023, with the remaining 9.0% relating to condos and mobile homes. Residential real estate loans generally have a loan-to-value ratio of up to 90%. These loans are underwritten by giving consideration to many factors including the borrower’s ability to pay, stability of employment or source of income, debt-to-income ratio, credit history and loan-to-value ratio.

As of December 31, 2023, residential real estate loans totaled $2.28 billion, or 15.8%, of loans receivable, compared to $2.33 billion, or 16.1% of loans receivable, as of December 31, 2022. Residential real estate loans originated in our franchises in our Arkansas, Florida, Texas, Alabama, SPF and Centennial CFG markets were $511.2 million, $978.8 million, $611.4 million, $42.2 million, zero and $136.4 million at December 31, 2023, respectively.

Consumer Loans. Our consumer loans are composed of secured and unsecured loans originated by our bank, the primary portion of which consists of loans to finance USCG registered high-end sail and power boats within our SPF division The performance of consumer loans will be affected by the local and regional economies as well as the rates of personal bankruptcies, job loss, divorce and other individual-specific characteristics.

As of December 31, 2023, consumer loans totaled $1.15 billion, or 8.0% of loans receivable, compared to $1.15 billion, or 8.0% of loans receivable, as of December 31, 2022. Consumer loans originated in our Arkansas, Florida, Texas, Alabama, SPF and Centennial CFG markets were $22.5 million, $8.2 million, $16.6 million, $513,000, $1.11 billion and zero at December 31, 2023, respectively.

Commercial and Industrial Loans. Commercial and industrial loans are made for a variety of business purposes, including working capital, inventory, equipment and capital expansion. The terms for commercial loans are generally one to seven years. Commercial loan applications must be supported by current financial information on the borrower and, where appropriate, by adequate collateral. Commercial loans are generally underwritten by addressing cash flow (debt service coverage), primary and secondary sources of repayment, the financial strength of any guarantor, the borrower’s liquidity and leverage, management experience, ownership structure, economic conditions and industry specific trends and collateral. The loan to value ratio depends on the type of collateral. Generally speaking, accounts receivable are financed at between 50% and 80% of accounts receivable less than 60 days past due. Inventory financing will range between 50% and 80% (with no work in process) depending on the borrower and nature of inventory. We require a first lien position for those loans.

As of December 31, 2023, commercial and industrial loans totaled $2.32 billion, or 16.1% of loans receivable, which compared to $2.35 billion, or 16.3% of loans receivable, as of December 31, 2022. Commercial and industrial loans originated in our Arkansas, Florida, Texas, Alabama, SPF and Centennial CFG markets were $478.9 million, $471.6 million, $817.5 million, $29.5 million, $140.7 million and $386.9 million at December 31, 2023, respectively.

Agricultural Loans. Agricultural loans include loans for financing agricultural production, including loans to businesses or individuals engaged in the production of timber, poultry, livestock or crops and are not categorized as part of real estate loans. Our agricultural loans are generally secured by farm machinery, livestock, crops, vehicles or other agricultural-related collateral. A portion of our portfolio of agricultural loans is comprised of loans to individuals which would normally be characterized as consumer loans except for the fact that the individual borrowers are primarily engaged in the production of timber, poultry, livestock or crops.

As of December 31, 2023, agricultural loans totaled $307.3 million, or 2.1% of loans receivable, compared to the $285.2 million, or 2.0% of loans receivable as of December 31, 2022. Agricultural loans originated in our Arkansas and Texas markets were $52.8 million and $254.6 million, respectively, and zero in our Florida, Alabama, SPF and Centennial CFG markets at December 31, 2023.

Table 9 presents the distribution of the maturity of our total loans as of December 31, 2023. The table also presents the portion of our loans that have fixed interest rates and interest rates that fluctuate over the life of the loans based on changes in the interest rate environment.

The loans acquired during our acquisitions accrete interest income through accretion of the difference between the carrying amount of the loans and the expected cash flows. Increases in the credit quality or cash flows of loans (reflected as an adjustment to yield and accreted into income over the weighted-average life of the loans).

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Table 9: Maturity Distribution of Loan Portfolio and Interest Rate Detail of Loans Due After One Year

Maturity Distribution of Loan Portfolio
One Year or LessOver One Year Through Five YearsOver Five Years Through Fifteen YearsOver Fifteen YearsTotal Loans Receivable
(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential$1,372,621$2,689,873$1,192,724$294,736$5,549,954
Construction/land development834,738997,149267,636193,5242,293,047
Agricultural64,652121,47790,58848,439325,156
Residential real estate loans
Residential 1-4 family242,194331,692295,159975,2151,844,260
Multifamily residential103,295233,63672,16326,642435,736
Total real estate2,617,5004,373,8271,918,2701,538,55610,448,153
Consumer9,51938,447280,813824,9111,153,690
Commercial and industrial649,9411,215,332434,02425,6942,324,991
Agricultural227,85264,26714,468740307,327
Other35,263122,11217,17916,013190,567
Total loans receivable$3,540,075$5,813,985$2,664,754$2,405,914$14,424,728
Loans Due After One Year
Predetermined Interest RatesFloating or Adjustable Interest RatesTotal
(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential$1,874,238$2,303,095$4,177,333
Construction/land development291,9271,166,3821,458,309
Agricultural111,659148,845260,504
Residential real estate loans
Residential 1-4 family554,4371,047,6291,602,066
Multifamily residential177,035155,406332,441
Total real estate3,009,2964,821,3577,830,653
Consumer1,091,73452,4371,144,171
Commercial and industrial557,6601,117,3901,675,050
Agricultural30,33149,14479,475
Other136,54218,762155,304
Total loans receivable$4,825,563$6,059,090$10,884,653

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Non-Performing Assets

We classify our problem loans into three categories: past due loans, special mention loans and classified loans (accruing and non-accruing).

When management determines that a loan is no longer performing, and that collection of interest appears doubtful, the loan is placed on non-accrual status. Generally, loans that are 90 days past due are placed on non-accrual status unless they are adequately secured and there is reasonable assurance of full collection of both principal and interest. Our management closely monitors all loans that are contractually 90 days past due, treated as “special mention” or otherwise classified or on non-accrual status.

Purchased loans that have experienced more than insignificant credit deterioration since origination are PCD loans. An allowance for credit losses is determined using the same methodology as other loans. For PCD loans not individually analyzed for impairment, the Company develops separate PCD models for each loan segment. The initial allowance for credit losses determined on a collective basis is allocated to individual loans. The sum of the loan’s purchase price and allowance for credit losses becomes its initial amortized cost basis. The difference between the initial amortized cost basis and the par value of the loan is a non-credit discount or premium, which is amortized into interest income over the life of the loan. Subsequent changes to the allowance for credit losses are recorded through the provision for credit losses. The Company held approximately $130.7 million and $142.5 million in PCD loans, as of December 31, 2023 and 2022, respectively.

Table 10 sets forth information with respect to our non-performing assets as of December 31, 2023 and 2022. As of these dates, all non-performing restructured loans are included in non-accrual loans.

Table 10: Non-performing Assets

As of December 31,
20232022
(Dollars in thousands)
Non-accrual loans$59,971$51,011
Loans past due 90 days or more (principal or interest payments)4,1309,845
Total non-performing loans64,10160,856
Other non-performing assets
Foreclosed assets held for sale, net30,486546
Other non-performing assets78574
Total other non-performing assets31,271620
Total non-performing assets$95,372$61,476
Allowance for credit losses to non-accrual loans480.62%567.86%
Allowance for credit losses to non-performing loans449.66475.99
Non-accrual loans to total loans0.420.35
Non-performing loans to total loans0.440.42
Non-performing assets to total assets0.420.27

Our non-performing loans are comprised of non-accrual loans and accruing loans that are contractually past due 90 days. Our bank subsidiary recognizes income principally on the accrual basis of accounting. When loans are classified as non-accrual, the accrued interest is charged off and no further interest is accrued, unless the credit characteristics of the loan improve. If a loan is determined by management to be uncollectible, the portion of the loan determined to be uncollectible is then charged to the allowance for credit losses.

Total non-performing loans were $64.1 million as of December 31, 2023, compared to $60.9 million as of December 31, 2022, for an increase of $3.2 million. The $3.2 million increase in non-performing loans is primarily the result of increases in non-performing loans in our Texas, Arkansas, SPF and Alabama markets of $11.3 million, $7.0 million, $452,000 and $9,000, respectively, which were partially offset by decreases in non-performing loans in our Florida and Centennial CFG markets of $11.2 million and $4.4 million, respectively. Non-performing loans at December 31, 2023, were $15.4 million, $9.3 million, $33.5 million, $413,000, $2.8 million and $2.7 million in the Arkansas, Florida, Texas, Alabama, SPF and Centennial CFG markets, respectively.

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The $2.7 million balance of non-accrual loans for our Centennial CFG Capital Markets Group consists of two loans that are assessed for credit risk by the Federal Reserve under the Shared National Credit Program. The loans are not current on either principal or interest, and we have reversed any interest that had accrued subsequent to the non-accrual date designated by the Federal Reserve. Any interest payments that are received will be applied to the principal balance. In addition, the $22.8 million balance of foreclosed assets held for sale for our Centennial CFG Property Finance Group consists of an office building located in California which was placed in foreclosed assets held for sale during the fourth quarter of 2023. This represents the largest component of the Company's $30.5 million in foreclosed assets held for sale.

Debt restructuring generally occurs when a borrower is experiencing, or is expected to experience, financial difficulties in the near term. As a result, we will work with the borrower to prevent further difficulties, and ultimately to improve the likelihood of recovery on the loan. In those circumstances it may be beneficial to restructure the terms of a loan and work with the borrower for the benefit of both parties, versus forcing the property into foreclosure and having to dispose of it in an unfavorable and depressed real estate market. When we have modified the terms of a loan, we usually either reduce the monthly payment and/or interest rate for generally about three to twelve months. For our restructured loans that accrue interest at the time the loan is restructured, it would be a rare exception to have charged-off any portion of the loan. As of December 31, 2023, we had $22.7 million of restructured loans that are in compliance with the modified terms and are not reported as past due or non-accrual. Our Florida market contains $17.4 million, our Arkansas market contains $1.7 million, our Texas market contains $1.4 million and our New York region contains $2.2 million of these restructured loans.

A loan modification that might not otherwise be considered may be granted. These loans can involve loans remaining on non-accrual, moving to non-accrual, or continuing on an accrual status, depending on the individual facts and circumstances of the borrower. Generally, a non-accrual loan that is restructured remains on non-accrual for a period of nine months to demonstrate that the borrower can meet the restructured terms. However, performance prior to the restructuring, or significant events that coincide with the restructuring, are considered in assessing whether the borrower can pay under the new terms and may result in the loan being returned to an accrual status after a shorter performance period. If the borrower’s ability to meet the revised payment schedule is not reasonably assured, the loan will remain in a non-accrual status.

The majority of the Bank’s restructured loans relate to real estate lending and generally involve reducing the interest rate, changing from a principal and interest payment to interest-only, lengthening the amortization period, or a combination of some or all of the three. In addition, it is common for the Bank to seek additional collateral or guarantor support when modifying a loan. At December 31, 2023, the amount of restructured loans was $24.6 million. As of December 31, 2023, 92.1% of all restructured loans were performing to the terms of the restructure.

Total foreclosed assets held for sale were $30.5 million as of December 31, 2023, compared to $546,000 as of December 31, 2022 for a increase of $29.9 million. The foreclosed assets held for sale as of December 31, 2023 are comprised of approximately $167,000 of assets located in Arkansas, $7.3 million of assets located in Florida, zero located in Alabama, $22.8 million of assets in our Centennial CFG market and $264,000 located in Texas. The increase in total foreclosed assets held for sale was primarily due to the addition of two properties during 2023. The first is an office building located in Santa Monica, California with a carrying value of $22.8 million, and the second is an office building located in Miami, Florida with a carrying value of $7.0 million. These two properties account for $29.8 million of the balance of foreclosed assets held for sale at December 31, 2023.

Table 11 shows the summary of foreclosed assets held for sale as of December 31, 2023 and 2022.

Table 11: Total Foreclosed Assets Held for Sale

December 31
20232022
(In thousands)
Commercial real estate loans
Non-farm/non-residential$29,894$118
Construction/land development4747
Residential real estate loans
Residential 1-4 family545260
Multifamily residential121
Total foreclosed assets held for sale$30,486$546

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The Company had $94.9 million and $221.1 million in impaired loans (which includes loans individually analyzed for credit losses for which a specific reserve has been recorded, non-accrual loans, loans past due 90 days or more and restructured loans made to borrowers experiencing financial difficulty) as of December 31, 2023 and December 31, 2022, respectively. As of December 31, 2023, average impaired loans were $160.9 million compared to $297.7 million as of December 31, 2022. The amortized cost balance for loans with a specific allocation decreased from $168.6 million to $10.5 million, and the specific allocation for impaired loans decreased by approximately $24.8 million for the period ended December 31, 2023 compared to the period ended December 31, 2022. As of December 31, 2023, our Arkansas, Florida, Texas, Alabama, SPF and Centennial CFG markets accounted for approximately $22.8 million, $26.8 million, $37.2 million, $413,000, $2.8 million and $4.9 million of the impaired loans, respectively.

Past Due and Non-Accrual Loans

Table 12 shows the summary non-accrual loans as of December 31, 2023 and 2022:

Table 12: Total Non-Accrual Loans

As of December 31,
20232022
(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential$13,178$12,219
Construction/land development12,0941,977
Agricultural431278
Residential real estate loans
Residential 1-4 family20,35118,083
Total real estate46,05432,557
Consumer3,4232,842
Commercial and industrial9,98214,920
Agricultural & other512692
Total non-accrual loans$59,971$51,011

If the non-accrual loans had been accruing interest in accordance with the original terms of their respective agreements, interest income of approximately $5.4 million for the year ended December 31, 2023, $4.0 million in 2022, and $2.4 million in 2021 would have been recorded. Interest income recognized on the non-accrual loans for the years ended December 31, 2023, 2022 and 2021 was considered immaterial.

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Table 13 shows the summary of accruing past due loans 90 days or more as of December 31, 2023 and 2022:

Table 13: Total Loans Accruing Past Due 90 Days or More

As of December 31,
20232022
(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential$2,177$1,844
Construction/land development25531
Residential real estate loans
Residential 1-4 family841,374
Total real estate2,5163,249
Consumer7935
Commercial and industrial1,5356,300
Other261
Total loans accruing past due 90 days or more$4,130$9,845

Our total loans accruing past due 90 days or more and non-accrual loans to total loans was 0.44% and 0.42% as of December 31, 2023 and 2022, respectively.

Allowance for Credit Losses

Overview. The allowance for credit losses on loans receivable is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the uncollectability of a loan balance is confirmed and expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off.

The Company uses the DCF method to estimate expected losses for all of Company’s loan pools. These pools are as follows: construction & land development; other commercial real estate; residential real estate; commercial & industrial; and consumer & other. The loan portfolio pools were selected in order to generally align with the loan categories specified in the quarterly call reports required to be filed with the Federal Financial Institutions Examination Council. For each of these loan pools, the Company generates cash flow projections at the instrument level wherein payment expectations are adjusted for estimated prepayment speed, curtailments, time to recovery, probability of default, and loss given default. The modeling of expected prepayment speeds, curtailment rates, and time to recovery are based on historical internal data. The Company uses regression analysis of historical internal and peer data to determine suitable loss drivers to utilize when modeling lifetime probability of default and loss given default. This analysis also determines how expected probability of default and loss given default will react to forecasted levels of the loss drivers.

For all DCF models, management has determined that four quarters represents a reasonable and supportable forecast period and reverts to a historical loss rate over four quarters on a straight-line basis. Management leverages economic projections from a reputable and independent third party to inform its loss driver forecasts over the four-quarter forecast period. Other internal and external indicators of economic forecasts are also considered by management when developing the forecast metrics.

Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level, or term as well as for changes in environmental conditions, such as changes in the national unemployment rate, gross domestic product, national retail sales index, housing price indices and rental vacancy rate index.

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The allowance for credit losses is measured based on call report segment as these types of loan exhibit similar risk characteristics. The identified loan segments are as follows:

•1-4 family construction

•All other construction

•1-4 family revolving home equity lines of credit (“HELOC”) & junior liens

•1-4 family senior liens

•Multifamily

•Owner occupies commercial real estate

•Non-owner occupied commercial real estate

•Commercial & industrial, agricultural, non-depository financial institutions, purchase/carry securities, other

•Consumer auto

•Other consumer

•Other consumer - SPF

The combination of adjustments for credit expectations (default and loss) and time expectations prepayment, curtailment, and time to recovery) produces an expected cash flow stream at the instrument level. Instrument effective yield is calculated, net of the impacts of prepayment assumptions, and the instrument expected cash flows are then discounted at that effective yield to produce an instrument-level net present value of expected cash flows (“NPV”). An allowance for credit loss is established for the difference between the instrument’s NPV and amortized cost basis.

The allowance for credit losses for each segment is measured through the use of the discounted cash flow method. Loans evaluated individually that are considered to be impaired are not included in the collective evaluation. For those loans that are classified as impaired, an allowance is established when the discounted cash flows, collateral value or observable market price of the impaired loan is lower than the carrying value of that loan. For loans for which a specific reserve is not recorded, an allowance is recorded based on the loss rate for the respective pool within the collective evaluation if a specific reserve is not recorded.

Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals, and modifications unless either of the following applies:

•Management has a reasonable expectation at the reporting date that restructured loans made to borrowers experiencing financial difficulty will be executed with an individual borrower.

•The extension or renewal options are included in the original or modified contract at the reporting date and are not unconditionally cancellable by the Company.

Management qualitatively adjusts model results for risk factors that are not considered within our modeling processes but are nonetheless relevant in assessing the expected credit losses within our loan pools. These Q-Factors and other qualitative adjustments may increase or decrease management's estimate of expected credit losses by a calculated percentage or amount based upon the estimated level of risk. The various risks that may be considered in making Q-Factor and other qualitative adjustments include, among other things, the impact of (i) changes in lending policies, procedures and strategies; (ii) changes in nature and volume of the portfolio; (iii) staff experience; (iv) changes in volume and trends in classified loans, delinquencies and nonaccruals; (v) concentration risk; (vi) trends in underlying collateral values; (vii) external factors such as competition, legal and regulatory environment; (viii) changes in the quality of the loan review system and (ix) economic conditions.

Loans considered to be collateral dependent, according to ASC 326, are loans for which, based on current information and events, it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement. The aggregate amount of collateral shortfall on such loans is utilized in evaluating the adequacy of the allowance for credit losses and amount of provisions thereto. Losses on collateral dependent loans are charged against the allowance for credit losses when in the process of collection, it appears likely that such losses will be realized. The accrual of interest on collateral dependent loans is discontinued when, in management’s opinion the collection of interest is doubtful or generally when loans are 90 days or more past due. When accrual of interest is discontinued, all unpaid accrued interest is reversed. Interest income is subsequently recognized only to the extent cash payments are received in excess of principal due. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

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Loans are placed on non-accrual status when management believes that the borrower’s financial condition, after giving consideration to economic and business conditions and collection efforts, is such that collection of interest is doubtful, or generally when loans are 90 days or more past due. Loans are charged against the allowance for credit losses when management believes that the collectability of the principal is unlikely. Accrued interest related to non-accrual loans is generally charged against the allowance for credit losses when accrued in prior years and reversed from interest income if accrued in the current year. Interest income on non-accrual loans may be recognized to the extent cash payments are received, although the majority of payments received are usually applied to principal. Non-accrual loans are generally returned to accrual status when principal and interest payments are less than 90 days past due, the customer has made required payments for at least six months, and we reasonably expect to collect all principal and interest.

Acquisition Accounting and Acquired Loans. We account for our acquisitions under FASB ASC Topic 805, Business Combinations, which requires the use of the acquisition method of accounting. All identifiable assets acquired, including loans, and liabilities assumed are recorded at fair value. In accordance with ASC 326, the Company records both a discount and an allowance for credit losses on acquired loans. All purchased loans are recorded at fair value in accordance with the fair value methodology prescribed in FASB ASC Topic 820, Fair Value Measurements. The fair value estimates associated with the loans include estimates related to expected prepayments and the amount and timing of undiscounted expected principal, interest and other cash flows.

Purchased loans that have experienced more than insignificant credit deterioration since origination are PCD loans. An allowance for credit losses is determined using the same methodology as other loans. For PCD loans not individually analyzed for impairment, the Company develops separate PCD models for each loan segment. The initial allowance for credit losses determined on a collective basis is allocated to individual loans. The sum of the loan’s purchase price and allowance for credit losses becomes its initial amortized cost basis. The difference between the initial amortized cost basis and the par value of the loan is a non-credit discount or premium, which is amortized into interest income over the life of the loan. Subsequent changes to the allowance for credit losses are recorded through the provision for credit losses.

Allowance for Credit Losses on Off-Balance Sheet Credit Exposures. The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit unless that obligation is unconditionally cancellable by the Company. The allowance for credit losses on off-balance sheet credit exposures is adjusted as a provision for credit loss expense. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life.

Specific Allocations. As a general rule, if a specific allocation is warranted, it is the result of a credit loss analysis of a previously classified credit or relationship. Typically, when it becomes evident through the payment history or a financial statement review that a loan or relationship is no longer supported by the cash flows of the asset and/or borrower and has become collateral dependent, we will use appraisals or other collateral analysis to determine if a specific allocation is needed. The amount or likelihood of loss on this credit may not yet be evident, so a charge-off would not be prudent. However, if the analysis indicates that a specific allocation is needed, then a specific allocation will be determined for this loan. This analysis is performed each quarter in connection with the preparation of the analysis of the adequacy of the allowance for credit losses, and if necessary, adjustments are made to the specific allocation provided for a particular loan..

For collateral dependent loans, we do not consider an appraisal outdated simply due to the passage of time. However, if an appraisal is older than 13 months and if market or other conditions have deteriorated and we believe that the current market value of the property is not within approximately 20% of the appraised value, we will consider the appraisal outdated and order either a new appraisal or an internal valuation report for the credit loss analysis. The recognition of any provision or related charge-off on a collateral dependent loan is either through annual credit analysis or, many times, when the relationship becomes delinquent. If the borrower is not current, we will update our credit and cash flow analysis to determine the borrower's repayment ability. If we determine this ability does not exist and it appears that the collection of the entire principal and interest is not likely, then the loan could be placed on non-accrual status. In any case, loans are classified as non-accrual no later than 105 days past due. If the loan requires a quarterly credit loss analysis, this analysis is completed in conjunction with the completion of the analysis of the adequacy of the allowance for credit losses. Any exposure identified through the credit loss analysis is shown as a specific reserve. If it is determined that a new appraisal or internal validation report is required, it is ordered and will be taken into consideration during completion of the next credit loss analysis.

In estimating the net realizable value of the collateral, management may deem it appropriate to discount the appraisal based on the applicable circumstances. In such case, the amount charged off may result in loan principal outstanding being below fair value as presented in the appraisal.

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Between the receipt of the original appraisal and the updated appraisal, we monitor the loan's repayment history. If the loan is $3.0 million or greater or the total loan relationship is $5.0 million or greater, our policy requires an annual credit review. Our policy requires financial statements from the borrowers and guarantors at least annually. In addition, we calculate the global repayment ability of the borrower/guarantors at least annually.

As a general rule, when it becomes evident that the full principal and accrued interest of a loan may not be collected, generally at 90 days past due, or by law at 105 days past due, we will reflect that loan as non-performing. It will remain non-performing until it performs in a manner that it is reasonable to expect that we will collect the full principal and accrued interest.

When the amount or likelihood of a loss on a loan has been determined, a charge-off should be taken in the period it is determined. If a partial charge-off occurs, the quarterly impairment analysis will determine if the loan is still impaired, and thus continues to require a specific allocation.

The Company had $94.9 million and $221.1 million in impaired loans (which includes loans individually analyzed for credit losses for which a specific reserve has been recorded, non-accrual loans, loans past due 90 days or more and restructured loans made to borrowers experiencing financial difficulty) at December 31, 2023 and 2022, respectively.

Loans Collectively Evaluated for Credit Loss. Loans receivable collectively evaluated for credit loss increased by approximately $62.3 million from $14.19 billion at December 31, 2022 to $14.25 billion at December 31, 2023. The percentage of the allowance for credit losses allocated to loans receivable collectively evaluated for credit loss to the total loans collectively evaluated for impairment increased from 1.82% at December 31, 2022 to 1.98% at December 31, 2023.

Charge-offs and Recoveries. Total charge-offs decreased to $16.1 million for the year ended December 31, 2023, compared to $17.3 million for the year ended December 31, 2022. Total recoveries decreased to $2.7 million for the year ended December 31, 2023, compared to $3.2 million for the same period in 2022.

Net loans charged off for the years ended December 31, 2023 and 2022 were $13.4 million and $14.0 million, respectively. For the years ended December 31, 2023 and 2022, approximately $2.2 million and $1.4 million, respectively, of the net charge-offs were from our Arkansas market. For the years ended December 31, 2023 and 2022, approximately $2.3 million and $4.5 million, respectively, of the net charge-offs were from our Florida market. For the years ended December 31, 2023 and 2022, approximately $4.0 million and $5.4 million, respectively, of the net charge-offs were from our Texas market. Approximately $36,000 and $55,000 related to net charge-offs for the years ended December 31, 2023 and 2022, respectively, on loans in our Alabama market. For the years ended December 31, 2023 and 2022, approximately $305,000 and $290,000 of the net charge-offs were from our SPF market. For the years ended December 31, 2023 and 2022, approximately $4.6 million and $2.3 million, respectively, of the net charge-offs were from our Centennial CFG market.

While the 2023 charge-offs and recoveries consisted of many relationships, there were two individual relationships that consisted of charge-offs greater than $1.0 million. The first was a $3.1 million charge-off for a commercial and industrial loan in our Centennial CFG market, and the second was a $1.5 million charge-off for a commercial real estate loan in our Florida market.

While the 2022 charge-offs and recoveries consisted of many relationships, there were three individual relationships consisting of charge-offs greater than $1.0 million. The first was a $4.0 million charge-off for a commercial and industrial loan in our Florida market. The second was a $3.6 million charge-off for a commercial and industrial loan in our Centennial CFG market, and the third was a $1.5 million charge-off for a commercial and industrial loan in our Centennial CFG market.

We have not charged off an amount less than what was determined to be the fair value of the collateral as presented in the appraisal, less estimated costs to sell (for collateral dependent loans), for any period presented. Loans partially charged-off are placed on non-accrual status until it is proven that the borrower's repayment ability with respect to the remaining principal balance can be reasonably assured. This is usually established over a period of 6-12 months of timely payment performance.

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Table 14 shows the allowance for credit losses, charge-offs and recoveries for loans as of and for the years ended December 31, 2023 and 2022.

Table 14: Analysis of Allowance for Credit Losses

As of December 31,
20232022
(Dollars in thousands)
Balance, beginning of year$289,669$236,714
Allowance for credit losses on acquired PCD loans16,816
Loans charged off
Real estate:
Commercial real estate loans:
Non-farm/non-residential2,328
Construction/land development2631
Agricultural7
Residential real estate loans:
Residential 1-4 family269410
Multifamily residential36
Total real estate2,867447
Consumer5432,332
Commercial and industrial9,1579,773
Other3,4884,715
Total loans charged off16,05517,267
Recoveries of loans previously charged off
Real estate:
Commercial real estate loans:
Non-farm/non-residential533967
Construction/land development113405
Residential real estate loans:
Residential 1-4 family321118
Multifamily residential81
Total real estate9751,491
Consumer101143
Commercial and industrial583780
Other1,011822
Total recoveries2,6703,236
Net loans charged off (recovered)13,38514,031
Provision for credit loss - loans11,9505,000
Provision for credit loss - acquired loans45,170
Balance, end of year$288,234$289,669
Net charge-offs (recoveries) to average loans receivable0.09%0.11%
Allowance for credit losses to total loans2.002.01
Allowance for credit losses to net charge-offs (recoveries)2,153.412,064.49

Net charge-offs to average loans receivable were 0.09% and 0.11% as of December 31, 2023 and 2022, respectively. The low level of charge-offs for the year emphasize the Company's strong asset quality, and additional disclosure of net charge-offs to average loans outstanding by loan category is not considered necessary.

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Table 15 presents the allocation of allowance for credit losses as of December 31, 2023 and 2022.

Table 15: Allocation of Allowance for Credit Losses

December 31, 2023
20232022
Allowance Amount% ofloans(1)Allowance Amount% ofloans(1)
(Dollars in thousands)
Real estate:
Commercial real estate loans:
Non-farm/non- residential$77,19438.5%$92,19739.1%
Construction/land development33,87715.932,24314.8
Agricultural residential real estate loans:1,4412.31,6512.4
Residential real estate loans:
Residential 1-4 family51,31312.845,31212.1
Multifamily residential4,5473.05,6514.0
Total real estate168,37272.5177,05472.4
Consumer24,7288.020,9078.0
Commercial and industrial91,55116.188,13116.3
Agricultural1,2592.11,2232.0
Other2,3241.32,3541.3
Total$288,234100.0%$289,669100.0%

(1)Percentage of loans in each category to total loans receivable.

Investment Securities

Our securities portfolio is the second largest component of earning assets and provides a significant source of revenue. Securities within the portfolio are classified as held-to-maturity, available-for-sale, or trading based on the intent and objective of the investment and the ability to hold to maturity. Fair values of securities are based on quoted market prices where available. If quoted market prices are not available, estimated fair values are based on quoted market prices of comparable securities. The estimated effective duration of our securities portfolio was 5.07 years as of December 31, 2023.

Securities held-to-maturity, which include any security for which we have the positive intent and ability to hold until maturity, are reported at historical cost adjusted for amortization of premiums and accretion of discounts. Premiums and discounts are amortized/accreted to the call date to interest income using the constant effective yield method over the estimated life of the security. We had $1.28 billion and $1.29 billion of held-to-maturity securities at December 31, 2023 and 2022, respectively. As of December 31, 2023, $1.11 billion, or 86.5%, were invested in obligations of state and political subdivisions, compared to $1.11 billion, or 86.2%, as of December 31, 2022. As of December 31, 2023, $43.3 million, or 3.4%, were invested in obligations of U.S. Government-sponsored enterprises, compared to $43.0 million, or 3.3%, as of December 31, 2022. As of December 31, 2023, $130.3 million, or 10.2%, were invested in U.S. Government-sponsored mortgage-backed securities, compared to $135.0 million, or 10.5%, as of December 31, 2022.

Securities available-for-sale are reported at fair value with unrealized holding gains and losses reported as a separate component of stockholders’ equity as other comprehensive income. Securities that are held as available-for-sale are used as a part of our asset/liability management strategy. Securities that may be sold in response to interest rate changes, changes in prepayment risk, the need to increase regulatory capital, and other similar factors are classified as available-for-sale. Available-for-sale securities were $3.51 billion and $4.04 billion as of December 31, 2023 and 2022, respectively.

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As of December 31, 2023, $1.52 billion, or 43.3%, of our available-for-sale securities were invested in U.S. government-sponsored mortgage-backed securities, compared to $1.69 billion, or 41.7%, of our available-for-sale securities as of December 31, 2022. To reduce our income tax burden, $916.3 million, or 26.1%, of our available-for-sale securities portfolio as of December 31, 2023, were primarily invested in tax-exempt obligations of state and political subdivisions, compared to $906.3 million, or 22.4%, of our available-for-sale securities as of December 31, 2022. We had $346.6 million, or 9.9%, invested in obligations of U.S. Government-sponsored enterprises as of December 31, 2023, compared to $661.8 million, or 16.4%, of our available-for-sale securities as of December 31, 2022. We had $363.5 million, or 10.4%, invested in non-government-sponsored asset backed securities as of December 31, 2023, compared to $414.4 million, or 10.3%, of our available-for-sale securities as of December 31, 2022. As of December 31, 2023, $175.4 million, or 5.0%, of our available-for-sale securities were invested in private mortgage-backed securities, compared to $179.1 million, or 4.4%, of our available-for-sale securities as of December 31, 2022. Also, we had approximately $185.6 million, or 5.3%, invested in other securities as of December 31, 2023, compared to $194.5 million, or 4.8% of our available-for-sale securities as of December 31, 2022.

The Company evaluates all securities quarterly to determine if any securities in a loss position require a provision for credit losses in accordance with ASC 326. The Company first assesses whether it intends to sell or if it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For securities that do not meet this criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost, changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has been recorded through an allowance for credit losses is recognized in other comprehensive income. Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the allowance when management believes the uncollectability of a security is confirmed or when either of the criteria regarding intent or requirement to sell is met.

During the year ended December 31, 2023, one of the Company’s AFS subordinated debt investment securities was downgraded below investment grade. As result, the Company wrote down the value of the investment to its unrealized loss position, which required a $1.7 million provision. The remaining $842,000 allowance for credit losses on AFS investments is associated with certain securities in the subordinated debt portfolio within the banking sector. These investments are classified within the other securities category of the AFS portfolio. The $2.0 million allowance for credit losses for the held-to-maturity portfolio was considered adequate. No additional provision for credit losses was considered necessary for the HTM portfolio.

Table 16 presents the carrying value and fair value of available-for-sale and held-to-maturity investment securities as of December 31, 2023 and 2022.

Table 16: Investment Securities

December 31, 2023
Amortized CostAllowance for Credit LossesNet Carrying AmountGross Unrealized GainsGross Unrealized LossesFair Value
(In thousands)
Available-for-sale
U.S. government-sponsored enterprises$361,494$$361,494$2,247$(17,093)$346,648
U.S. government-sponsored mortgage-backed securities1,711,6681,711,668310(191,557)1,520,421
Private mortgage-backed securities191,522191,522(16,117)175,405
Non-government-sponsored asset backed securities370,203370,203821(7,551)363,473
State and political subdivisions990,318990,3181,938(75,931)916,325
Other securities215,722(2,525)213,197402(28,030)185,569
Total$3,840,927$(2,525)$3,838,402$5,718$(336,279)$3,507,841

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December 31, 2023
Amortized CostAllowance for Credit LossesNet Carrying AmountGross Unrealized GainsGross Unrealized LossesFair Value
(In thousands)
Held-to-maturity
U.S. government-sponsored enterprises$43,285$$43,285$$(2,607)$40,678
U.S. government-sponsored mortgage-backed securities130,278130,278106(4,362)126,022
State and political subdivisions1,110,424(2,005)1,108,419456(105,094)1,003,781
Total$1,283,987$(2,005)$1,281,982$562$(112,063)$1,170,481
December 31, 2022
Amortized CostAllowance for Credit LossesNet Carrying AmountGross Unrealized GainsGross Unrealized LossesFair Value
(In thousands)
Available-for-sale
U.S. government-sponsored enterprises$682,316$$682,316$2,713$(23,209)$661,820
U.S. government-sponsored mortgage-backed securities1,900,7961,900,79671(215,405)1,685,462
Private mortgage-backed securities197,435197,435(18,302)179,133
Non-government-sponsored asset backed securities428,933428,93395(14,654)414,374
State and political subdivisions1,021,188(842)1,020,3461,649(115,698)906,297
Other securities214,952214,952251(20,699)194,504
Total$4,445,620$(842)$4,444,778$4,779$(407,967)$4,041,590
December 31, 2022
Amortized CostAllowance for Credit LossesNet Carrying AmountGross Unrealized GainsGross Unrealized LossesFair Value
(In thousands)
Held-to-maturity
U.S. government-sponsored enterprises$43,017$$43,017$$(3,349)$39,668
U.S. government-sponsored mortgage-backed securities135,000135,000131(3,756)131,375
State and political subdivisions1,111,693(2,005)1,109,68865(154,650)955,103
Total$1,289,710$(2,005)$1,287,705$196$(161,755)$1,126,146

Table 17 reflects the amortized cost and estimated fair value of available-for-sale and held-to-maturity securities as of December 31, 2023 and 2022, by contractual maturity as well as the weighted-average yields (for tax-exempt obligations on a fully taxable equivalent basis) of those securities by contractual maturity. Expected maturities could differ from contractual maturities because borrowers may have the right to call or prepay obligations, with or without call or prepayment penalties.

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Table 17: Maturity and Yield Distribution of Investment Securities

December 31, 2023
1 Year or Less1 Year Through 5 Years5 Years Through 10 YearsOver 10 YearsMonthly Amortizing SecuritiesTotal Amortized CostTotal Fair Value
(Dollars in thousands)
Available-for-sale
U.S. government-sponsored enterprises$16,787$131,363$117,199$96,145$$361,494$346,648
U.S. government-sponsored mortgage-backed securities1,711,6681,711,6681,520,421
Private mortgage-backed securities191,522191,522175,405
Non-government-sponsored asset backed securities370,203370,203363,473
State and political subdivisions2,54041,095130,784815,899990,318916,325
Other securities52,328153,02010,374215,722185,569
Total$19,327$224,786$401,003$922,418$2,273,393$3,840,927$3,507,841
Percentage of total amortized cost0.5%5.9%10.4%24.0%59.2%100.0%
December 31, 2023
1 Year or Less1 Year Through 5 Years5 Years Through 10 YearsOver 10 YearsMonthly Amortizing SecuritiesTotal Amortized CostTotal Fair Value
(Dollars in thousands)
Held-to-maturity
U.S. government-sponsored enterprises$$9,510$33,775$$$43,285$40,678
U.S. government-sponsored mortgage-backed securities130,278130,278126,022
State and political subdivisions17,988272,169820,2671,110,4241,003,781
Total$$27,498$305,944$820,267$130,278$1,283,987$1,170,481
Percentage of total amortized cost%2.1%23.8%63.9%10.2%100.0%
December 31, 2023
1 Year or Less1 Year Through 5 Years5 Years Through 10 YearsOver 10 YearsMonthly Amortizing SecuritiesTax Equivalent Yield
(Dollars in thousands)
Available-for-sale
U.S. government-sponsored enterprises1.79%2.53%3.65%6.04%%3.79%
U.S. government-sponsored mortgage-backed securities2.632.63
Private mortgage-backed securities3.873.87
Non-government-sponsored asset backed securities6.416.41
State and political subdivisions3.883.003.142.832.88
Other securities3.994.194.754.17
Held-to-maturity
U.S. government-sponsored enterprises%2.45%3.20%%%3.04%
U.S. government-sponsored mortgage-backed securities4.224.22
State and political subdivisions3.043.223.513.43

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December 31, 2022
1 Year or Less1 Year Through 5 Years5 Years Through 10 YearsOver 10 YearsMonthly Amortizing SecuritiesTotal Amortized CostTotal Fair Value
(Dollars in thousands)
Available-for-sale
U.S. government-sponsored enterprises$257,082$96,882$198,889$129,463$$682,316$661,820
U.S. government-sponsored mortgage-backed securities1,900,7961,900,7961,685,462
Private mortgage-backed securities197,435197,435179,133
Non-government-sponsored asset backed securities428,933428,933414,374
State and political subdivisions3,80825,231108,082884,0671,021,188906,297
Other securities8,50041,248149,84815,356214,952194,504
Total$269,390$163,361$456,819$1,028,886$2,527,164$4,445,620$4,041,590
Percentage of total amortized cost6.1%3.7%10.3%23.1%56.8%100.0%
December 31, 2022
1 Year or Less1 Year Through 5 Years5 Years Through 10 YearsOver 10 YearsMonthly Amortizing SecuritiesTotal Amortized CostTotal Fair Value
(Dollars in thousands)
Held-to-maturity
U.S. government-sponsored enterprises$$$43,017$$$43,017$39,668
U.S. government-sponsored mortgage-backed securities135,000135,000131,375
State and political subdivisions4,782173,165933,7461,111,693955,103
Other securities
Total$$4,782$216,182$933,746$135,000$1,289,710$1,126,146
Percentage of total amortized cost%0.4%16.8%72.4%10.4%100.0%
December 31, 2022
1 Year or Less1 Year Through 5 Years5 Years Through 10 YearsOver 10 YearsMonthly Amortizing SecuritiesTax Equivalent Yield
(Dollars in thousands)
Available-for-sale
U.S. government-sponsored enterprises2.97%2.03%2.69%3.64%%2.88%
U.S. government-sponsored mortgage-backed securities2.452.45
Private mortgage-backed securities3.733.73
Non-government-sponsored asset backed securities4.984.98
State and political subdivisions4.353.462.992.842.88
Other securities4.583.815.344.13
Held-to-maturity
U.S. government-sponsored enterprises%%3.04%%%3.04%
U.S. government-sponsored mortgage-backed securities4.244.24
State and political subdivisions3.173.253.583.53

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The weighted average tax-equivalent yield is calculated by multiplying the carried book value by the tax-equivalent yield for each security and is then grouped by investment type and maturity. Tax-exempt obligations have been computed on a tax-equivalent basis. Taxable-equivalent adjustments are the result of increasing income from tax-free investments by an amount equal to the taxes that would be paid if the income were fully taxable, thus making tax-exempt yields comparable to taxable asset yields. Taxable equivalent adjustments were based upon 24.989% and 24.6735% income tax rates for 2023 and 2022, respectively. In 2023, $31.6 million of interest income on debt securities was excluded from Federal taxation, and $18.9 million was excluded from state taxation. In 2022, $28.4 million of interest income on debt securities was excluded from Federal taxation, and $12.3 million was excluded from state taxation.

Deposits

Our deposits averaged $17.05 billion for the year ended December 31, 2023 and $17.93 billion for 2022. Total deposits decreased $1.15 billion, or 6.4%, to $16.79 billion as of December 31, 2023, from $17.94 billion as of December 31, 2022. Uninsured deposits including related interest accrued and unpaid were $8.34 billion as of December 31, 2023 compared to $9.83 billion as of December 31, 2022. Deposits are our primary source of funds. We offer a variety of products designed to attract and retain deposit customers. Those products consist of checking accounts, regular savings deposits, NOW accounts, money market accounts and certificates of deposit. Deposits are gathered from individuals, partnerships and corporations in our market areas. In addition, we obtain deposits from state and local entities and, to a lesser extent, U.S. Government and other depository institutions.

Our policy also permits the acceptance of brokered deposits. From time to time, when appropriate in order to fund strong loan demand, we accept brokered time deposits, generally in denominations of less than $250,000, from a regional brokerage firm, and other national brokerage networks. We also participate in the One-Way Buy Insured Cash Sweep (“ICS”) service and similar services, which provide for one-way buy transactions among banks for the purpose of purchasing cost-effective floating-rate funding without collateralization or stock purchase requirements. Management believes these sources represent a reliable and cost-efficient alternative funding source for the Company. However, to the extent that our condition or reputation deteriorates, or to the extent that there are significant changes in market interest rates which we do not elect to match, we may experience an outflow of brokered deposits. In that event we would be required to obtain alternate sources for funding.

Table 18 reflects the classification of the brokered deposits as of December 31, 2023 and 2022.

Table 18: Brokered Deposits

December 31, 2023December 31, 2022
(In thousands)
Time Deposits$$
Insured Cash Sweep and Other Transaction Accounts401,004476,630
Total Brokered Deposits$401,004$476,630

The interest rates paid are competitively priced for each particular deposit product and structured to meet our funding requirements. We will continue to manage interest expense through deposit pricing. We may allow higher rate deposits to run off during periods of limited loan demand. We believe that additional funds can be attracted, and deposit growth can be realized through deposit pricing if we experience increased loan demand or other liquidity needs.

The Federal Reserve Board sets various benchmark rates, including the Federal Funds rate, and thereby influences the general market rates of interest, including the deposit and loan rates offered by financial institutions. The Federal Reserve increased the target rate seven times during 2022. First, on March 16, 2022, the target rate was increased to 0.25% to 0.50%. Second, on May 4, 2022, the target rate was increased to 0.75% to 1.00%. Third, on June 15, 2022, the target rate was increased to 1.50% to 1.75%. Fourth, on July 27, 2022, the target rate was increased to 2.25% to 2.50%. Fifth, on September 21, 2022, the target rate was increased to 3.00% to 3.25%. Sixth, on November 2, 2022, the target rate was increased to 3.75% to 4.00%. Seventh, on December 14, 2022, the target rate was increased to 4.25% to 4.50%. The Federal Reserve increased the target rate four times during 2023. First, on February 1, 2023, the target rate was increased to 4.50% to 4.75%, second, on March 22, 2023, the target rate was increased to 4.75% to 5.00%, third, on May 3, 2023, the target rate was increased to 5.00% to 5.25% and fourth, on July 26, 2023, the target rate was increased to 5.25% to 5.50%.

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Table 19 reflects the classification of the average deposits and the average rate paid on each deposit category which is in excess of 10 percent of average total deposits, for the years ended December 31, 2023, 2022, and 2021.

Table 19: Average Deposit Balances and Rates

Years Ended December 31,
202320222021
Average AmountAverage Rate PaidAverage AmountAverage Rate PaidAverage AmountAverage Rate Paid
(Dollars in thousands)
Non-interest-bearing transaction accounts$4,599,241%$5,378,906%$3,924,341%
Interest-bearing transaction accounts9,905,6962.5110,146,5370.777,846,6180.20
Savings deposits1,256,5480.781,374,2440.22869,3860.06
Time deposits:
$100,000 or more822,9773.17631,2760.53728,8451.00
Other time deposits461,1792.46402,1550.39359,0300.47
Total$17,045,6411.74%$17,933,1180.48%$13,728,2200.18%

Table 20 presents our maturities of time deposits as of December 31, 2023 and December 31, 2022.

Table 20: Maturities of Time Deposits

As of December 31,
20232022
InsuredUninsuredTotalInsuredUninsuredTotal
(Dollars in thousands)
Maturing
Three months or less$264,879$176,234$441,113$221,967$83,734$305,701
Over three months to six months229,569159,854389,423144,93648,234193,170
Over six months to 12 months299,251203,958503,209232,475123,856356,331
Over 12 months96,218221,900318,118129,90958,123188,032
Total$889,917$761,946$1,651,863$729,287$313,947$1,043,234

Securities Sold Under Agreements to Repurchase

We enter into short-term purchases of securities under agreements to resell (resale agreements) and sales of securities under agreements to repurchase (repurchase agreements) of substantially identical securities. The amounts advanced under resale agreements and the amounts borrowed under repurchase agreements are carried on the balance sheet at the amount advanced. Interest incurred on repurchase agreements is reported as interest expense. Securities sold under agreements to repurchase increased $10.9 million, or 8.3%, from $131.1 million as of December 31, 2022 to $142.1 million as of December 31, 2023.

FHLB and Other Borrowed Funds

The Company’s FHLB borrowed funds, which are secured by our loan portfolio, were $600.0 million and $650.0 million at December 31, 2023 and 2022, respectively. At December 31, 2023, the entire $600.0 million balance was classified as long-term advances. At December 31, 2022, $50.0 million and $600.0 million of the outstanding balance was classified as short-term and long-term advances, respectively. The FHLB advances mature from 2025 to 2037 with fixed interest rates ranging from 3.37% to 4.84% and are secured by loans and investments securities. Expected maturities could differ from contractual maturities because the FHLB has have the right to call or the Company has the right to prepay certain obligations.

Other borrowed funds were $701.3 million as of December 31, 2023 and were classified as short-term advances. The Company had no other borrowed funds as of December 31, 2022.

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The Company had access to approximately $1.37 billion in liquidity with the Federal Reserve Bank as of December 31, 2023. This consisted of $89.8 million available from the Discount Window and $1.28 billion available through the Bank Term Funding Program ("BTFP"). As of December 31, 2023, the primary and secondary credit rates available through the Discount Window were 5.50% and 6.00%, respectively, and the BTFP rate was 4.84%. As of December 31, 2023, the Company had drawn $700.0 million from the BTFP in the ordinary course of business. These advances are included within other borrowed funds and are secured by certain investment securities within our investment portfolio.

Additionally, the Company had $1.33 billion and $1.14 billion at December 31, 2023 and 2022, respectively, in letters of credit under a FHLB blanket borrowing line of credit, which are used to collateralize public deposits at December 31, 2023 and 2022, respectively.

Subordinated Debentures

Subordinated debentures, which consist of subordinated debt securities and guaranteed payments on trust preferred securities, were $439.8 million and $440.4 million as of December 31, 2023 and 2022, respectively.

On April 1, 2022, the Company acquired $23.2 million in trust preferred securities from Happy which were currently callable without penalty based on the terms of the specific agreements. During the second and third quarters of 2022, the Company redeemed, without penalty, the $23.2 million of the trust preferred securities acquired from Happy. In addition, during the second and third quarters, the Company also redeemed, without penalty, the $73.3 million of trust preferred securities held prior to the Happy acquisition. As a result, the Company no longer holds any trust preferred securities.

On April 1, 2022, the Company acquired $140.0 million in aggregate principal amount of 5.500% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “2030 Notes”) from Happy, and the Company recorded approximately $144.4 million which included fair value adjustments.. The 2030 Notes are unsecured, subordinated debt obligations of the Company and will mature on July 31, 2030. From and including the date of issuance to, but excluding July 31, 2025 or the date of earlier redemption, the 2030 Notes will bear interest at an initial rate of 5.50% per annum, payable in arrears on January 31 and July 31 of each year. From and including July 31, 2025 to, but excluding, the maturity date or earlier redemption, the 2030 Notes will bear interest at a floating rate equal to the Benchmark rate (which is expected to be 3-month Secured Overnight Funding Rate (SOFR)), each as defined in and subject to the provisions of the applicable supplemental indenture for the 2030 Notes, plus 5.345%, payable quarterly in arrears on January 31, April 30, July 31, and October 31 of each year, commencing on October 31, 2025.

The Company may, beginning with the interest payment date of July 31, 2025, and on any interest payment date thereafter, redeem the 2030 Notes, in whole or in part, subject to prior approval of the Federal Reserve if then required, at a redemption price equal to 100% of the principal amount of the 2030 Notes to be redeemed plus accrued and unpaid interest to but excluding the date of redemption. The Company may also redeem the 2030 Notes at any time, including prior to July 31, 2025, at the Company’s option, in whole but not in part, subject to prior approval of the Federal Reserve if then required, if certain events occur that could impact the Company’s ability to deduct interest payable on the 2030 Notes for U.S. federal income tax purposes or preclude the 2030 Notes from being recognized as Tier 2 capital for regulatory capital purposes, or if the Company is required to register as an investment company under the Investment Company Act of 1940, as amended. In each case, the redemption would be at a redemption price equal to 100% of the principal amount of the 2030 Notes plus any accrued and unpaid interest to, but excluding, the redemption date.

On January 18, 2022, the Company completed an underwritten public offering of $300.0 million in aggregate principal amount of its 3.125% Fixed-to-Floating Rate Subordinated Notes due 2032 (the “2032 Notes”) for net proceeds, after underwriting discounts and issuance costs of approximately $296.4 million. The 2032 Notes are unsecured, subordinated debt obligations of the Company and will mature on January 30, 2032. From and including the date of issuance to, but excluding January 30, 2027 or the date of earlier redemption, the 2032 Notes will bear interest at an initial rate of 3.125% per annum, payable in arrears on January 30 and July 30 of each year. From and including January 30, 2027 to, but excluding, the maturity date or earlier redemption, the 2032 Notes will bear interest at a floating rate equal to the Benchmark rate (which is expected to be Three-Month Term SOFR)), each as defined in and subject to the provisions of the applicable supplemental indenture for the 2032 Notes, plus 182 basis points, payable quarterly in arrears on January 30, April 30, July 30, and October 30 of each year, commencing on April 30, 2027.

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The Company may, beginning with the interest payment date of January 30, 2027, and on any interest payment date thereafter, redeem the 2032 Notes, in whole or in part, subject to prior approval of the Federal Reserve if then required, at a redemption price equal to 100% of the principal amount of the 2032 Notes to be redeemed plus accrued and unpaid interest to but excluding the date of redemption. The Company may also redeem the 2032 Notes at any time, including prior to January 30, 2027, at the Company’s option, in whole but not in part, subject to prior approval of the Federal Reserve if then required, if certain events occur that could impact the Company’s ability to deduct interest payable on the 2032 Notes for U.S. federal income tax purposes or preclude the 2032 Notes from being recognized as Tier 2 capital for regulatory capital purposes, or if the Company is required to register as an investment company under the Investment Company Act of 1940, as amended. In each case, the redemption would be at a redemption price equal to 100% of the principal amount of the 2032 Notes plus any accrued and unpaid interest to, but excluding, the redemption date.

On April 3, 2017, the Company completed an underwritten public offering of $300.0 million in aggregate principal amount of its 5.625% Fixed-to-Floating Rate Subordinated Notes due 2027 (the “Notes”) for net proceeds, after underwriting discounts and issuance costs, of approximately $297.0 million. The Notes were unsecured, subordinated debt obligations and would have matured on April 15, 2027. From and including the date of issuance to, but excluding April 15, 2022, the Notes bore interest at an initial rate of 5.625% per annum. From and including April 15, 2022 to, but excluding the maturity date or earlier redemption, the Notes were to bear interest at a floating rate equal to three-month LIBOR as calculated on each applicable date of determination plus a spread of 3.575%; provided, however, that in the event three-month LIBOR is less than zero, then three-month LIBOR would have been deemed to be zero.

The Company, beginning with the interest payment date of April 15, 2022, and on any interest payment date thereafter, was permitted to redeem the 2027 Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the 2027 Notes to be redeemed plus accrued and unpaid interest to but excluding the date of redemption. On April 15, 2022, the Company completed the payoff of the 2027 Notes in aggregate principal amount of $300.0 million. Each 2027 Note was redeemed pursuant to the terms of the Subordinated Indenture, as supplemented by the First Supplemental Indenture, each dated as of April 3, 2017, between the Company and U.S. Bank Trust Company, National Association, the Trustee for the 2027 Notes, at the redemption price of 100% of its principal amount, plus accrued and unpaid interest to, but excluding, the redemption date.

Stockholders’ Equity

Stockholders’ equity increased $264.7 million to $3.79 billion as of December 31, 2023, compared to $3.53 billion as of December 31, 2022. The $264.7 million increase in stockholders' equity is primarily associated with the $392.9 million in net income for 2023 and $56.4 million in other comprehensive income, which was partially offset by the $145.9 million of shareholder dividends paid and the repurchase of $48.3 million of our common stock during 2023. The improvement in stockholders’ equity was 7.5% for the year ended December 31, 2023 compared to December 31, 2022. As of December 31, 2023 and 2022, our equity to asset ratio was 16.73% and 15.41%, respectively. Book value per common share was $18.81 at December 31, 2023 compared to $17.33 at December 31, 2022.

Common Stock Cash Dividends. We declared cash dividends on our common stock of $0.72, $0.66 and $0.56 per share for the years ended December 31, 2023, 2022 and 2021, respectively. The common stock dividend payout ratio for the year ended December 31, 2023, 2022 and 2021 was 37.13%, 42.07% and 28.88% respectively.

Stock Repurchase Program. During 2023, the Company repurchased a total of 2,225,849 shares with a weighted-average stock price of $21.69 per share. The 2023 earnings were used to fund the repurchases during the year. Shares repurchased under the program as of December 31, 2023 total 22,985,715 shares. The remaining balance available for repurchase was 16,766,285 shares at December 31, 2023.

Liquidity and Capital Adequacy Requirements

Parent Company Liquidity. The primary sources for payment of our operating expenses, and dividends are current cash on hand ($484.5 million as of December 31, 2023), dividends received from our bank subsidiary and a $20.0 million unfunded line of credit with another financial institution.

Bank Liquidity. At December 31, 2023, we held $2.12 billion in assets that could be used for liquidity purposes, which we refer to as net available internal liquidity. This balance consisted of $1.21 billion in unpledged investment securities which could be used for additional secured borrowing capacity, $732.4 million in cash on deposit with the Federal Reserve Bank ("FRB") and $177.2 million in other liquid cash accounts.

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Consistent with our practice of maintaining access to significant external liquidity, we had $3.47 billion in net available sources of borrowed funds, which we refer to as net available external liquidity, as of December 31, 2023. This included $4.63 billion in total borrowing capacity with the Federal Home Loan Bank ("FHLB"), of which $1.93 billion has been drawn upon in the ordinary course of business, resulting in $2.69 billion in net available liquidity with the FHLB as of December 31, 2023. The $1.93 billion consisted of $600.0 million in outstanding FHLB advances and $1.33 billion used for pledging purposes. We also had access to approximately $1.37 billion in liquidity with the FRB as of December 31, 2023, of which $700.0 million has been drawn upon in the ordinary course of business, resulting in $674.3 million in net available liquidity with the FRB as of December 31, 2023. The $674.3 million consisted of $89.8 million available borrowing capacity from the Discount Window and $584.5 million available through the BTFP. As of December 31, 2023, the Company also had access to $55.0 million from First National Bankers’ Bank ("FNBB"), and $45.0 million from other various external sources.

Overall, we had $5.59 billion net available liquidity as of December 31, 2023, which consisted of $2.12 billion of net available internal liquidity and $3.47 billion in net available external liquidity. Details on our available liquidity as of December 31, 2023 is available below.

(in thousands)Total AvailableAmount UsedNet Availability
Internal Sources
Unpledged investment securities (market value)$1,214,352$$1,214,352
Cash at FRB732,412732,412
Other liquid cash accounts177,191177,191
Total Internal Liquidity2,123,9552,123,955
External Sources
FHLB4,625,4961,932,4902,693,006
FRB Discount Window89,82389,823
BTFP (par value)1,284,507700,000584,507
FNBB55,00055,000
Other45,00045,000
Total External Liquidity6,099,8262,632,4903,467,336
Total Available Liquidity$8,223,781$2,632,490$5,591,291

We have continued to limit our exposure to uninsured deposits and have been actively monitoring this exposure in light of the current banking environment. As of December 31, 2023, we held approximately $8.34 billion in uninsured deposits of which $595.5 million were intercompany subsidiary deposit balances and $3.03 billion were collateralized deposits, for a net position of $4.72 billion. This represents approximately 28.1% of total deposits. In addition, net available liquidity exceeded uninsured and uncollateralized deposits by $867.6 million.

(in thousands)As of December 31, 2023
Uninsured Deposits$8,344,570
Intercompany Subsidiary and Affiliate Balances595,539
Collateralized Deposits3,025,358
Net Uninsured Position$4,723,673
Total Available Liquidity$5,591,291
Net Uninsured Position4,723,673
Net Available Liquidity in Excess of Uninsured Deposits$867,618

Risk-Based Capital. We, as well as our bank subsidiary, are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and other discretionary actions by regulators that, if enforced, could have a direct material effect on our financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. Our capital amounts and classifications are also subject to qualitative judgments by the regulators as to components, risk weightings and other factors.

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In July 2013, the Federal Reserve Board and the other federal bank regulatory agencies issued a final rule to revise their risk-based and leverage capital requirements and their method for calculating risk-weighted assets to make them consistent with the agreements that were reached by the Basel Committee on Banking Supervision in “Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems” and certain provisions of the Dodd-Frank Act (“Basel III”). Basel III applies to all depository institutions, bank holding companies with total consolidated assets of $500 million or more, and savings and loan holding companies. Basel III became effective for the Company and its bank subsidiary on January 1, 2015. Basel III limits a banking organization’s capital distributions and certain discretionary bonus payments if the banking organization does not hold a “capital conservation buffer” of 2.5% of common equity Tier 1 capital to risk-weighted assets, which is in addition to the amount necessary to meet its minimum risk-based capital requirements.

Basel III amended the prompt corrective action rules to incorporate a common equity Tier 1 ("CET1") capital requirement and to raise the capital requirements for certain capital categories. In order to be adequately capitalized for purposes of the prompt corrective action rules, a banking organization is required to have at least a 4.5% CET1 risk-based capital ratio, a 4% Tier 1 leverage ratio, a 6% Tier 1 risk-based capital ratio and an 8% total risk-based capital ratio.

Quantitative measures established by regulation to ensure capital adequacy require us to maintain minimum amounts and ratios (set forth in the table below) of total and Tier 1 capital to risk-weighted assets, and of Tier 1 capital to average assets. Management believes that, as of December 31, 2023 and December 31, 2022, we met all regulatory capital adequacy requirements to which we were subject.

On January 18, 2022, the Company completed an underwritten public offering of the 2032 Notes in aggregate principal amount of $300.0 million. The 2032 Notes are unsecured, subordinated debt obligations of the Company and will mature on January 30, 2032. The Company may, beginning with the interest payment date of January 30, 2027, and on any interest payment date thereafter, redeem the 2032 Notes, in whole or in part, subject to prior approval of the Federal Reserve if then required, at a redemption price equal to 100% of the principal amount of the 2032 Notes to be redeemed plus accrued and unpaid interest to but excluding the date of redemption. The Company may also redeem the 2032 Notes at any time, including prior to January 30, 2027, at the Company’s option, in whole but not in part, subject to prior approval of the Federal Reserve if then required, if certain events occur that could impact the Company’s ability to deduct interest payable on the 2032 Notes for U.S. federal income tax purposes or preclude the 2032 Notes from being recognized as Tier 2 capital for regulatory capital purposes, or if the Company is required to register as an investment company under the Investment Company Act of 1940, as amended. In each case, the redemption would be at a redemption price equal to 100% of the principal amount of the 2032 Notes plus any accrued and unpaid interest to, but excluding, the redemption date.

On April 1, 2022, the Company acquired $140.0 million in aggregate principal amount of 5.500% Fixed-to-Floating Rate Subordinated Notes due 2030 from Happy, and the Company recorded approximately $144.4 million which included fair value adjustments. The 2030 Notes are unsecured, subordinated debt obligations of the Company and will mature on July 31, 2030. The Company may, beginning with the interest payment date of July 31, 2025, and on any interest payment date thereafter, redeem the 2030 Notes, in whole or in part, subject to prior approval of the Federal Reserve if then required, at a redemption price equal to 100% of the principal amount of the 2030 Notes to be redeemed plus accrued and unpaid interest to but excluding the date of redemption. The Company may also redeem the 2030 Notes at any time, including prior to July 31, 2025, at the Company’s option, in whole but not in part, subject to prior approval of the Federal Reserve if then required, if certain events occur that could impact the Company’s ability to deduct interest payable on the 2030 Notes for U.S. federal income tax purposes or preclude the 2030 Notes from being recognized as Tier 2 capital for regulatory capital purposes, or if the Company is required to register as an investment company under the Investment Company Act of 1940, as amended. In each case, the redemption would be at a redemption price equal to 100% of the principal amount of the 2030 Notes plus any accrued and unpaid interest to, but excluding, the redemption date.

On April 3, 2017, the Company completed an underwritten public offering of the 2027 Notes in aggregate principal amount of $300.0 million. The 2027 Notes were unsecured, subordinated debt obligations and would have matured on April 15, 2027. On April 15, 2022, the Company completed the payoff of the 2027 Notes in aggregate principal amount of $300.0 million. Each 2027 Note was redeemed pursuant to the terms of the Subordinated Indenture, as supplemented by the First Supplemental Indenture, each dated as of April 3, 2017, between the Company and U.S. Bank Trust Company, National Association, the Trustee for the 2027 Notes, at the redemption price of 100% of its principal amount, plus accrued and unpaid interest to, but excluding, the redemption date.

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On December 21, 2018, the federal banking agencies issued a joint final rule to revise their regulatory capital rules to permit bank holding companies and banks to phase-in, for regulatory capital purposes, the day-one impact of the new CECL accounting rule on retained earnings over a period of three years. As part of its response to the impact of COVID-19, on March 27, 2020, the federal banking regulatory agencies issued an interim final rule that provided the option to temporarily delay certain effects of CECL on regulatory capital for two years, followed by a three-year transition period. The interim final rule allows bank holding companies and banks to delay for two years 100% of the day-one impact of adopting CECL and 25% of the cumulative change in the reported allowance for credit losses since adopting CECL. The Company has elected to adopt the interim final rule, which is reflected in the risk-based capital ratios presented below.

Table 21 presents our risk-based capital ratios as of December 31, 2023 and 2022.

Table 21: Risk-Based Capital

December 31, 2023December 31, 2022
(Dollars in thousands)
Tier 1 capital
Stockholders’ equity$3,791,075$3,526,362
ASC 326 transitional period adjustment16,24624,369
Goodwill and core deposit intangibles, net(1,446,573)(1,456,270)
Unrealized loss (gain) on available-for-sale securities249,075305,458
Total common equity Tier 1 capital2,609,8232,399,919
Qualifying trust preferred securities
Total Tier 1 capital2,609,8232,399,919
Tier 2 capital
Allowance for credit losses288,234289,669
ASC 326 transitional period adjustment(16,246)(24,369)
Disallowed allowance for credit losses (limited to 1.25% of risk weighted assets)(40,509)(32,184)
Qualifying allowance for credit losses231,479233,116
Qualifying subordinated notes439,834440,420
Total Tier 2 capital671,313673,536
Total risk-based capital$3,281,136$3,073,455
Average total assets for leverage ratio$20,981,774$22,091,588
Risk weighted assets$18,440,964$18,583,293
Ratios at end of period
Common equity Tier 1 capital14.15%12.91%
Leverage ratio12.4410.86
Tier 1 risk-based capital14.1512.91
Total risk-based capital17.7916.54
Minimum guidelines – Basel III
Common equity Tier 1 capital7.00%7.00%
Leverage ratio4.004.00
Tier 1 risk-based capital8.508.50
Total risk-based capital10.5010.50
Well-capitalized guidelines
Common equity Tier 1 capital6.50%6.50%
Leverage ratio5.005.00
Tier 1 risk-based capital8.008.00
Total risk-based capital10.0010.00

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As of the most recent notification from regulatory agencies, our bank subsidiary was “well-capitalized” under the regulatory framework for prompt corrective action. To be categorized as “well-capitalized”, we, as well as our banking subsidiary, must maintain minimum CET1 capital, leverage, Tier 1 risk-based capital, and total risk-based capital ratios as set forth in the table. There are no conditions or events since that notification that we believe have changed the bank subsidiary’s category.

Table 22 presents actual capital amounts and ratios as of December 31, 2023 and 2022, for our bank subsidiary and us.

Table 22: Capital and Ratios

ActualMinimum Capital Requirement – Basel IIIMinimum To Be Well-Capitalized Under Prompt Corrective Action Provision
AmountRatioAmountRatioAmountRatio
(Dollars in thousands)
As of December 31, 2023
Common equity Tier 1 capital ratios:
Home BancShares$2,609,82314.15%$1,290,8677.00%N/AN/A
Centennial Bank2,495,30313.601,284,3477.001,192,6086.50
Leverage ratios:
Home BancShares$2,609,82312.44%$839,2714.00%N/AN/A
Centennial Bank2,495,30311.92837,3504.001,046,6885.00
Tier 1 capital ratios:
Home BancShares$2,609,82314.15%$1,567,4828.50%N/AN/A
Centennial Bank2,495,30313.601,559,5648.501,467,8258.00
Total risk-based capital ratios:
Home BancShares$3,281,13617.79%$1,936,30110.50%N/AN/A
Centennial Bank2,725,90914.851,927,41010.501,835,62910.00
As of December 31, 2022
Common equity Tier 1 capital ratios:
Home BancShares$2,399,91912.91%$1,300,8317.00%N/AN/A
Centennial Bank2,408,75613.001,297,3527.001,204,6846.50
Leverage ratios:
Home BancShares$2,399,91910.86%$883,6644.00%N/AN/A
Centennial Bank2,408,75610.93881,4644.001,101,8315.00
Tier 1 capital ratios:
Home BancShares$2,399,91912.91%$1,579,5808.50%N/AN/A
Centennial Bank2,408,75613.001,575,3568.501,482,6888.00
Total risk-based capital ratios:
Home BancShares$3,073,45516.54%$1,951,24610.50%N/AN/A
Centennial Bank2,640,99214.251,946,02110.501,853,35410.00

Cash Commitments and Resources

In the normal course of business, we enter into a number of financial commitments. Examples of these commitments include but are not limited to operating lease obligations, FHLB advances & other borrowings, lines of credit, subordinated debentures, unfunded loan commitments and letters of credit.

Commitments to extend credit and letters of credit are legally binding, conditional agreements generally having certain expiration or termination dates. These commitments generally require customers to maintain certain credit standards and are established based on management’s credit assessment of the customer. The commitments may expire without being drawn upon. Therefore, the total commitment does not necessarily represent future requirements.

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Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing and similar transactions. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. The Company had total outstanding letters of credit amounting to $185.5 million and $184.6 million at December 31, 2023 and 2022, respectively, with the majority of maturities ranging from currently due to four years.

Table 23 presents the anticipated funding requirements of our most significant financial commitments, excluding interest, as of December 31, 2023.

Table 23: Funding Requirements of Financial Commitments

Payments Due by Period
Less than One YearOne-Three YearsThree-Five YearsGreater than Five YearsTotal
(In thousands)
Operating lease obligations$9,373$16,660$12,719$19,827$58,579
FHLB advances & other borrowings by contractual maturity701,300200,000400,0001,301,300
Subordinated debentures439,834439,834
Loan commitments1,734,5132,016,760397,138439,7354,588,146
Letters of credit185,360100185,460

Non-GAAP Financial Measurements

Our accounting and reporting policies conform to generally accepted accounting principles in the United States (“GAAP”) and the prevailing practices in the banking industry. However, this report contains financial information determined by methods other than in accordance with GAAP, including earnings, as adjusted; diluted earnings per common share, as adjusted; tangible book value per share; return on average assets, excluding intangible amortization; return on average assets, as adjusted; return on average common equity, as adjusted; return on average tangible equity excluding intangible amortization; return on average tangible equity, as adjusted; tangible equity to tangible assets; and efficiency ratio, as adjusted.

We believe these non-GAAP measures and ratios, when taken together with the corresponding GAAP measures and ratios, provide meaningful supplemental information regarding our performance. We believe investors benefit from referring to these non-GAAP measures and ratios in assessing our operating results and related trends, and when planning and forecasting future periods. However, these non-GAAP measures and ratios should be considered in addition to, and not as a substitute for or preferable to, ratios prepared in accordance with GAAP.

The tables below present non-GAAP reconciliations of earnings, as adjusted, and diluted earnings per share, as adjusted, as well as the non-GAAP computations of tangible book value per share; return on average assets, excluding intangible amortization; return on average assets, as adjusted; return on average common equity, as adjusted; return on average tangible equity excluding intangible amortization; return on average tangible equity, as adjusted; tangible equity to tangible assets; and efficiency ratio, as adjusted. The items used in these calculations are included in financial results presented in accordance with GAAP.

Earnings, as adjusted, and diluted earnings per common share, as adjusted, are meaningful non-GAAP financial measures for management, as they exclude certain items such as merger expenses and/or certain gains and losses. Management believes the exclusion of these items in expressing earnings provides a meaningful foundation for period-to-period and company-to-company comparisons, which management believes will aid both investors and analysts in analyzing our financial measures and predicting future performance. These non-GAAP financial measures are also used by management to assess the performance of our business, because management does not consider these items to be relevant to ongoing financial performance.

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In Table 24 below, we have provided a reconciliation of the non-GAAP calculation of the financial measure for the periods indicated.

Table 24: Earnings, As Adjusted

Years Ended December 31,
202320222021
(In thousands, except per share data)
GAAP net income available to common shareholders (A)$392,929$305,262$319,021
Adjustments:
FDIC special assessment12,983
BOLI death benefit(3,117)
Fair value adjustment for marketable securities1,0941,272(7,178)
Initial provision for credit losses - acquisition58,585
Gain on securities(219)
Recoveries on historic losses(3,461)(6,706)(5,107)
Branch write-off expense
Special dividend from equity investment(1,434)(12,500)
Merger expenses49,5941,886
Hurricane expenses176
TRUPS redemption fees2,081
Special lawsuit settlement, net of expense(10,000)
Total adjustments7,49993,568(23,118)
Tax-effect of adjustments(1)1,95922,890(6,225)
Total adjustments after tax (B)5,54070,678(16,893)
Earnings, as adjusted (C)$398,469$375,940$302,128
Average diluted shares outstanding (D)202,773195,019164,858
GAAP diluted earnings per share: A/D$1.94$1.57$1.94
Adjustments after-tax: B/D0.030.36(0.11)
Diluted earnings per common share excluding adjustments: C/D$1.97$1.93$1.83

_____________________

(1) Blended statutory tax rate of 24.989% for 2023, 24.6735% for 2022 and 25.740% for 2021.

We had $1.45 billion, $1.46 billion and $998.1 million total goodwill, core deposit intangibles and other intangible assets as of December 31, 2023, 2022 and 2021, respectively. Because of our level of intangible assets and related amortization expenses, management believes tangible book value per share; return on average assets, excluding intangible amortization; return on average assets, as adjusted; return on average common equity, as adjusted; return on average tangible equity excluding intangible amortization; return on average tangible equity, as adjusted and tangible equity to tangible assets are useful in evaluating our Company. These calculations, which are similar to the GAAP calculation of diluted earnings per common share, book value, return on average assets, return on average equity, and equity to assets, are presented in Tables 25 through 28, respectively.

Table 25: Tangible Book Value Per Share

Years Ended December 31,
20232022
(In thousands, except per share data)
Book value per share: A/B$18.81$17.33
Tangible book value per share: (A-C-D)/B11.6310.17
(A) Total equity$3,791,075$3,526,362
(B) Shares outstanding201,526203,434
(C) Goodwill1,398,2531,398,253
(D) Core deposit intangible48,77058,455

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Table 26: Return on Average Assets Excluding Intangible Amortization

Years Ended December 31,
202320222021
(Dollars in thousands)
Return on average assets: A/D1.77%1.35%1.83%
Return on average assets excluding intangible amortization: (A+B)/(D-E)1.931.471.96
Return on average assets, as adjusted: (A+C)/D1.791.671.73
(A) Net income$392,929$305,262$319,021
(B) Intangible amortization after-tax7,2886,6244,220
(C) Adjustments after-tax5,54070,678(16,893)
(D) Average assets22,217,91022,553,34017,458,985
(E) Average goodwill, core deposits and other intangible assets1,451,7051,335,2161,000,872

Table 27: Return on Average Tangible Equity Excluding Intangible Amortization

Years Ended December 31,
202320222021
(Dollars in thousands)
Return on average equity: A/D10.82%9.17%11.89%
Return on average common equity, as adjusted: (A+C)/D10.9711.2911.26
Return on average tangible equity excluding intangible amortization: B/(D-E)18.3615.6319.20
Return on average tangible common equity, as adjusted: (A+C)/(D-E)18.2818.8417.95
(A) Net income$392,929$305,262$319,021
(B) Earnings excluding intangible amortization400,217311,886323,241
(C) Adjustments after-tax5,54070,678(16,893)
(D) Average equity3,631,3003,330,7182,684,139
(E) Average goodwill, core deposits and other intangible assets1,451,7051,335,2161,000,872

Table 28: Tangible Equity to Tangible Assets

Years Ended December 31,
20232022
(Dollars in thousands)
Equity to assets: B/A16.73%15.41%
Tangible equity to tangible assets: (B-C-D)/(A-C-D)11.059.66
(A) Total assets$22,656,658$22,883,588
(B) Total equity3,791,0753,526,362
(C) Goodwill1,398,2531,398,253
(D) Core deposit intangible48,77058,455

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The efficiency ratio is a standard measure used in the banking industry and is calculated by dividing non-interest expense less amortization of core deposit intangibles by the sum of net interest income on a tax equivalent basis and non-interest income. The efficiency ratio, as adjusted, is a meaningful non-GAAP measure for management, as it excludes certain items and is calculated by dividing non-interest expense less amortization of core deposit intangibles by the sum of net interest income on a tax equivalent basis and non-interest income excluding items such as merger expenses and/or certain other gains and losses. In Table 29 below, we have provided a reconciliation of the non-GAAP calculation of the financial measure for the periods indicated.

Table 29: Efficiency Ratio, As Adjusted

Years Ended December 31,
202320222021
(Dollars in thousands)
Net interest income (A)$826,945$758,676$572,971
Non-interest income (B)169,934175,111137,569
Non-interest expense (C)472,863475,627298,517
FTE Adjustment (D)5,5068,6637,079
Amortization of intangibles (E)9,6858,8535,683
Adjustments:
Non-interest income:
Fair value adjustment for marketable securities$(1,094)$(1,272)$7,178
Special dividend from equity investment1,43412,500
Gain on OREO, net3325002,003
Gain (loss) on branches, equipment and other assets, net1,50715(105)
Gain on securities, net219
BOLI death benefits3,117
Special lawsuit settlement15,000
Recoveries on historic losses3,4616,7065,107
Total non-interest income adjustments (F)$7,323$22,383$26,902
Non-interest expense:
FDIC special assessment$12,983$$
TRUPS redemption fees2,081
Merger expenses49,5941,886
Hurricane expense176
Special lawsuit legal expense5,000
Total non-core non-interest expense (G)$12,983$56,851$1,886
Efficiency ratio (reported): ((C-E)/(A+B+D))46.21%49.53%40.81%
Efficiency ratio, as adjusted (non-GAAP): ((C-E-G)/(A+B+D-F))45.2444.5542.12

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Table 30 presents selected unaudited quarterly financial information for 2023 and 2022.

Table 30: Quarterly Results

2023 Quarters
FirstSecondThirdFourthTotal
(In thousands, except per share data)
Income statement data:
Total interest income$284,939$289,632$294,262$306,220$1,175,053
Total interest expense70,34481,98992,325103,450$348,108
Net interest income214,595207,643201,937202,770826,945
Provision for credit losses1,2003,9831,3005,65012,133
Net interest income after provision for credit losses213,395203,660200,637197,120814,812
Total non-interest income34,16449,50943,41342,848169,934
Total non-interest expense114,644116,282114,762127,175472,863
Income before income taxes132,915136,887129,288112,793511,883
Income tax expense29,95331,61630,83526,550118,954
Net income$102,962$105,271$98,453$86,243$392,929
Per share data:
Basic earnings per common share$0.51$0.52$0.49$0.43$1.94
Diluted earnings per common share0.510.520.490.431.94
2022 Quarters
FirstSecondThirdFourthTotal
(In thousands, except per share data)
Income statement data:
Total interest income$144,903$217,013$242,955$272,895$877,766
Total interest expense13,75518,25529,85157,229119,090
Net interest income131,148198,758213,104215,666758,676
Provision for credit losses58,5855,00063,585
Net interest income after provision for credit losses131,148140,173213,104210,666695,091
Total non-interest income30,66944,58143,20156,660175,111
Total non-interest expense76,896165,482114,346118,903475,627
Income before income taxes84,92119,272141,959148,423394,575
Income tax expense20,0293,29433,25432,73689,313
Net income$64,892$15,978$108,705$115,687$305,262
Per share data:
Basic earnings per common share$0.40$0.08$0.53$0.57$1.57
Diluted earnings per common share0.400.080.530.571.57

Recent Accounting Pronouncements

See Note 24 to the Notes to Consolidated Financial Statements for a discussion of certain recent accounting pronouncements.

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FY 2022 10-K MD&A

SEC filing source: 0001331520-23-000011.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2023-02-24. Report date: 2022-12-31.

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis presents our consolidated financial condition and results of operations for the years ended December 31, 2022, 2021 and 2020. This discussion should be read together with the “Summary Consolidated Financial Data,” our consolidated financial statements and the notes thereto, and other financial data included in this document. In addition to the historical information provided below, we have made certain estimates and forward-looking statements that involve risks and uncertainties. Our actual results could differ significantly from those anticipated in these estimates and in the forward-looking statements as a result of certain factors, including those discussed in the section of this document captioned “Risk Factors,” and elsewhere in this document. Unless the context requires otherwise, the terms “Company,” “HBI,” “us,” “we” and “our” refer to Home BancShares, Inc. on a consolidated basis.

General

We are a bank holding company headquartered in Conway, Arkansas, offering a broad array of financial services through our wholly owned bank subsidiary, Centennial Bank (“Centennial”). As of December 31, 2022, we had, on a consolidated basis, total assets of $22.88 billion, loans receivable, net, of $14.12 billion, total deposits of $17.94 billion, and stockholders’ equity of $3.53 billion.

We generate most of our revenue from interest on loans and investments, service charges, and mortgage banking income. Deposits and FHLB borrowed funds are our primary source of funding. Our largest expenses are interest on our funding sources, salaries and related employee benefits and occupancy and equipment. We measure our performance by calculating our net interest margin, return on average assets and return on average common equity. We also measure our performance by our efficiency ratio and efficiency ratio, as adjusted (non-GAAP). The efficiency ratio is calculated by dividing non-interest expense less amortization of core deposit intangibles by the sum of net interest income on a tax equivalent basis and non-interest income. The efficiency ratio, as adjusted, is a meaningful non-GAAP measure for management, as it excludes certain items and is calculated by dividing non-interest expense less amortization of core deposit intangibles by the sum of net interest income on a tax equivalent basis and non-interest income excluding certain items such as merger expenses, hurricane expenses and/or gains and losses.

Table 1: Key Financial Measures

As of or for the Years Ended December 31,
202220212020
(Dollars in thousands, except per share data)
Total assets$22,883,588$18,052,138$16,398,804
Loans receivable14,409,4809,836,08911,220,721
Allowance for credit losses(289,669)(236,714)(245,473)
Total deposits17,938,78314,260,57012,725,790
Total stockholders’ equity3,526,3622,765,7212,605,758
Net income305,262319,021214,488
Basic earnings per share$1.57$1.94$1.30
Diluted earnings per share1.571.941.30
Book value per share17.3316.9015.78
Tangible book value per share (non-GAAP)(1)10.1710.809.70
Net interest margin(2)3.81%3.66%4.06%
Efficiency ratio49.5340.8140.20
Efficiency ratio, as adjusted (non-GAAP)(3)44.5542.1240.36
Return on average assets1.351.831.33
Return on average common equity9.1711.898.57

(1)See Table 25 for the non-GAAP tabular reconciliation.

(2)Fully taxable equivalent (assuming an income tax rate of 26.135% for 2020, 25.740% for 2021 and 24.6735% for 2022).

(3)See Table 29 for the non-GAAP tabular reconciliation.

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2022 Overview

Results of Operations for the Years Ended December 31, 2022 and 2021

Our net income decreased $13.8 million, or 4.3%, to $305.3 million for the year ended December 31, 2022, from $319.0 million for the same period in 2021. On a diluted earnings per share basis, our earnings were $1.57 per share for the year ended December 31, 2022 and $1.94 per share for the year ended December 31, 2021. As a result of the acquisition of Happy Bancshares, Inc. ("Happy"), which we completed on April 1, 2022, we incurred $49.6 million in merger expenses and recorded a $45.2 million provision for credit losses on acquired loans for the CECL "double count," an $11.4 million provision for credit losses on acquired unfunded commitments and a $2.0 million provision for credit losses on acquired held-to-maturity investment securities. The summation of these items reduced net income by $81.6 million ($108.2 million pre-tax) and earnings per share by $0.42 per share for the year ended December 31, 2022. Excluding the impact of the acquisition of Happy, the Company determined that an additional $5.0 million provision for credit losses on loans was necessary due to increased loan growth during the year. However, excluding the impact of the acquisition of Happy, the Company determined no additional provision for unfunded commitments or investment securities was necessary as of December 31, 2022. During the year ended December 31, 2022, the Company recorded $10.0 million in income from the settlement of a lawsuit brought by the Company, net of legal expense, $6.7 million in recoveries on historic losses from loans charged off prior to acquisition, and $1.4 million in special dividends from equity investments, which were partially offset by $2.1 million in trust preferred securities ("TRUPS") redemption fees, $1.3 million loss for the decrease in fair value of marketable securities and $176,000 in hurricane expenses.

Total interest income increased by $252.6 million, or 40.4%, and non-interest income increased by $37.5 million, or 27.3%. This was partially offset by a $177.1 million, or 59.3%, increase in non-interest expense and a $66.9 million, or 128.1%, increase in interest expense. These fluctuations are primarily due to the acquisition of Happy during the second quarter of 2022 and the rising rate environment. The increase in interest income resulted from a $156.4 million, or 27.3%, increase in loan interest income, a $70.6 million, or 142.0%, increase in investment income and a $25.6 million, or 728.2%, increase in interest income on deposits at other banks. The increase in non-interest income was primarily due to a $27.6 million, or 133.2%, increase in other income, a $14.8 million, or 66.6%, increase in service charges on deposit accounts, a $10.9 million, or 555.9%, increase in trust fees, an $8.1 million, or 22.3%, increase in other service charges and fees and a $1.8 million, or 85.5%, increase in the cash value of life insurance. These increases were partially offset by an $8.5 million, or 117.7%, decrease in income for the fair value adjustment for marketable securities resulting from a $1.3 million decrease in the fair value of marketable securities for the year ended December 31, 2022, compared to a $7.2 million increase for the year ended December 31, 2021, an $8.0 million, or 31.2%, decrease in mortgage lending income, a $5.6 million, or 38.0%, decrease in dividends from FHLB, FRB, FNBB and other, a $2.2 million, or 92.3%, decrease in the gain on sale of SBA loans and a $1.5 million, or 75.0%, decrease in gain on OREO. Included within other income was $15.0 million in income from the settlement of a lawsuit brought by the Company and $6.7 million in recoveries on historic losses from loans charged off prior to acquisition, and included within dividends from FHLB, FRB, FNBB and other were $1.4 million in special dividends. The increase in non-interest expense was due to a $68.1 million, or 39.9%, increase in salaries and employee benefits, $49.6 million in merger and acquisition expenses, a $33.8 million, or 52.1%, increase in other operating expenses, a $16.8 million, or 45.8%, increase in occupancy and equipment and a $10.7 million, or 43.9%, increase in data processing expense. Included within other operating expense were $5.0 million in legal expenses from a lawsuit brought by the Company, $2.1 million in TRUPS redemption fees and $176,000 in hurricane expenses. The increase in interest expense was primarily due to a $61.1 million, or 244.8%, increase in interest on deposits, a $3.5 million, or 45.7%, increase in interest on FHLB and other borrowed funds and a $1.4 million, or 7.5%, increase in interest on subordinated debentures as a result of the acquisition of $140.0 million of subordinated debt and $23.2 million in trust preferred securities from Happy during the second quarter of 2022. Income tax expense decreased by $8.4 million, or 8.6%, during 2022 due to the decrease in net income and the reduction in the marginal tax rate related to the Happy acquisition.

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Our net interest margin on a fully taxable equivalent basis increased from 3.66% for the year ended December 31, 2021 to 3.81% for the year ended December 31, 2022. The yield on interest earning assets was 4.40% and 3.99% for the year ended December 31, 2022 and 2021, respectively, as average interest earning assets increased from $15.86 billion to $20.15 billion. The increase in average earning assets is primarily the result of a $2.57 billion increase in average loans receivable and a $1.87 billion increase in average investment securities, largely resulting from the acquisition of Happy, which were partially offset by a $151.9 million decrease in average interest-bearing balances due from banks. For the years ended December 31, 2022 and 2021, we recognized $16.3 million and $20.2 million, respectively, in total net accretion for acquired loans and deposits. The reduction in accretion was dilutive to the net interest margin by approximately 2 basis points. During 2022, the Company experienced a $31.8 million reduction in interest income from PPP loans due to the forgiveness of the PPP loans and the acceleration of the deferred fees for the loans that were forgiven. This reduction in income was dilutive to the net interest margin by approximately 8 basis points. We recognized $3.8 million in event interest income for the year ended December 31, 2022 compared to $6.7 million in event income for the year ended December 31, 2021. This was dilutive to the net interest margin by approximately 2 basis points. The overall increase in the net interest margin was due to an increase in interest income due to an increase in both average earning assets at higher yields, which was partially offset by an increase in interest expense due to an increase in average interest-bearing liabilities at higher interest rates primarily as a result of the Happy acquisition and the current rising interest rate environment.

Our efficiency ratio was 49.53% for the year ended December 31, 2022, compared to 40.81% for the same period in 2021. For the year ended December 31, 2022, our efficiency ratio, as adjusted (non-GAAP), was 44.55%, compared to 42.12% reported for the year ended December 31, 2021. (See Table 29 for the non-GAAP tabular reconciliation).

Our return on average assets was 1.35% for the year ended December 31, 2022, compared to 1.83% for the same period in 2021, and our return on average assets, as adjusted (non-GAAP) was 1.67% or the year ended December 31, 2022, compared to 1.73% for the same period in 2021. Our return on average common equity was 9.17% for the year ended December 31, 2022, compared to 11.89% for the same period in 2021.

Financial Condition as of and for the Years Ended December 31, 2022 and 2021

Our total assets as of December 31, 2022 increased $4.83 billion to $22.88 billion from the $18.05 billion reported as of December 31, 2021. The increase in total assets is primarily due to the acquisition of $6.69 billion in total assets, net of purchase accounting adjustments, from Happy during the second quarter of 2022. Cash and cash equivalents decreased $2.93 billion, or 80.14%. Our loan portfolio balance increased $4.57 billion to $14.41 billion as of December 31, 2022, from $9.84 billion as of December 31, 2021. The increase in loans was due to the acquisition of $3.65 billion in loans, net of purchase accounting adjustments, from Happy in the second quarter of 2022 and $242.2 million in marine loans from LendingClub Bank during the first quarter of 2022, as well as $678.6 million in organic loan growth during 2022. Total deposits increased $3.68 billion to $17.94 billion as of December 31, 2022 compared to $14.26 billion as of December 31, 2021. The increase in deposits was primarily due to the acquisition of $5.86 billion in deposits, net of purchase accounting adjustments, from Happy in the second quarter of 2022, partially offset by $2.18 billion in deposit decline during the year. Stockholders’ equity increased $760.6 million to $3.53 billion as of December 31, 2022, compared to $2.77 billion as of December 31, 2021. The increase in stockholders’ equity is primarily associated with the $961.3 million in common stock issued to Happy shareholders for the acquisition of Happy on April 1, 2022 and $305.3 million in net income, which were partially offset by the $315.9 million decrease in accumulated other comprehensive income, $128.4 million of shareholder dividends paid and the repurchase of $70.9 million of our common stock during 2022. The improvement in stockholders’ equity was 27.5% for the year ended December 31, 2022 compared to December 31, 2021.

As of December 31, 2022, our non-performing loans increased to $60.9 million, or 0.42%, of total loans from $50.2 million, or 0.51%, of total loans as of December 31, 2021. The allowance for credit losses as a percentage of non-performing loans increased to 475.99% as of December 31, 2022, compared to 471.61% as of December 31, 2021. Non-performing loans from our Arkansas franchise were $8.4 million at December 31, 2022 compared to $13.9 million as of December 31, 2021. Non-performing loans from our Florida franchise were $20.5 million at December 31, 2022 compared to $26.8 million as of December 31, 2021. Non-performing loans from our new Texas franchise were $22.2 million at December 31, 2022. Non-performing loans from our Alabama franchise were $404,000 at December 31, 2022 compared to $470,000 as of December 31, 2021. Non-performing loans from our SPF franchise were $2.3 million at December 31, 2022 compared to $1.5 million as of December 31, 2021. Non-performing loans from our Centennial CFG franchise were $7.1 million at December 31, 2022 compared to $7.5 million as of December 31, 2021.

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As of December 31, 2022, our non-performing assets increased to $61.5 million, or 0.27%, of total assets from $51.8 million, or 0.29%, of total assets as of December 31, 2021. Non-performing assets from our Arkansas franchise were $8.5 million at December 31, 2022 compared to $14.4 million as of December 31, 2021. Non-performing assets from our Florida franchise were $20.8 million at December 31, 2022 compared to $27.9 million as of December 31, 2021. Non-performing assets from our new Texas franchise were $22.4 million at December 31, 2022. Non-performing assets from our Alabama franchise were $404,000 at December 31, 2022 compared to $470,000 as of December 31, 2021. Non-performing assets from our SPF franchise were $2.3 million at December 31, 2022 compared to $1.5 million as of December 31, 2021. Non-performing assets from our CFG franchise were $7.1 million at December 31, 2022 compared to $7.5 million as of December 31, 2021.

The $7.1 million balance of non-accrual loans for our Centennial CFG market balance of non-accrual loans for our Centennial CFG market consists of two loans that are assessed for credit risk by the Federal Reserve under the Shared National Credit Program. Due to the condition of the two loans, partial charge-offs for a total of $5.4 million were taken on these loans during 2022. The loans are not current on either principal or interest, and we have reversed any interest that had accrued subsequent to the non-accrual date designated by the Federal Reserve. Any interest payments that are received will be applied to the principal balance.

2021 Overview

Results of Operations for the Years Ended December 31, 2021 and 2020

Our net income increased $104.6 million, or 48.8%, to $319.0 million for the year ended December 31, 2021, from $214.4 million for the same period in 2020. On a diluted earnings per share basis, our earnings were $1.94 per share for the year ended December 31, 2021 and $1.30 per share for the year ended December 31, 2020. During the year ended December 31, 2021, the Company did not record a provision for credit losses but did record a $4.8 million negative provision for unfunded commitments compared to a $112.3 million provision for credit losses and a $17.0 million provision for unfunded commitments for a total credit loss expense of $129.3 million for the year ended December 31, 2020. The $4.8 million negative provision for the year ended December 31, 2021 was due to a single commercial & industrial loan for which a reserve was no longer considered necessary due to the borrower’s current cash flow position. The $129.3 million of total credit loss expense for the year ended December 31, 2020 was primarily due to the uncertainty created by the COVID-19 pandemic, with $9.3 million as a result of the acquisition of LH-Finance on February 29, 2020. The Company’s provisioning model is closely tied to unemployment rate projections which continued to improve following the fourth quarter of 2020. The Company determined that an additional provision for credit losses was not necessary. Despite the improvements in the economic and public health outlooks in the United States during 2021, the emergence of the Delta variant during the second quarter and the Omicron variant during the fourth quarter resulted in significant uncertainty about the future impact of the pandemic on our business, results of operations and financial condition. As a result, the Company determined that a negative provision for credit losses was not appropriate at the end of 2021, and the level of the allowance for credit losses was considered adequate as of December 31, 2021. The Company also recorded a $7.2 million adjustment for the increase in fair market value of marketable securities, $12.5 million of special dividend income from our equity investments, $5.1 million recovery on historic losses from loans charged-off prior to acquisition, $1.9 million of merger and acquisition expense and a $219,000 gain on sale of investment securities.

Total interest expense decreased by $41.2 million, or 44.1%, and non-interest income increased by $25.8 million, or 23.1%. This was partially offset by a $50.8 million, or 7.5%, decrease in total interest income and a $11.1 million, or 3.9%, increase in non-interest expense. The decrease in interest expense was primarily due to a $38.2 million decrease in interest on deposits and a $1.9 million decrease in interest on FHLB borrowed funds. The increase in non-interest income was primarily due to a $9.2 million increase in the fair value adjustment on marketable securities, an $8.3 million increase in other income, a $5.8 million increase in other service charges and fees, a $2.4 million increase in dividends from FHLB, FRB, FNBB & other and a $1.7 million increase in gain on sale of SBA loans and was partially offset by a $3.4 million decrease in mortgage lending income. The decrease in interest income was primarily due to a $53.4 million decrease in loan interest income. The increase in non-interest expense was due to a $6.8 million increase in salaries and employee benefits, a $5.2 million increase in data processing expense and a $1.2 million increase in merger and acquisition expense and was partially offset by a $1.8 million decrease in occupancy and equipment expense. Income tax expense increased by $34.5 million during 2021 due to an increase in net income.

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Our net interest margin on a fully taxable equivalent basis decreased from 4.06% for the year ended December 31, 2020 to 3.66% for the year ended December 31, 2021. The yield on interest earning assets was 3.99% and 4.70% for the year ended December 31, 2021 and 2020, respectively, as average interest earning assets increased from $14.50 billion to $15.86 billion. The increase in average earning assets was primarily the result of a $1.84 billion increase in average interest-bearing balances due from banks and a $659.0 million increase in average investment securities, partially offset by the $1.13 billion decrease in average loans receivable. Average PPP loan balances were $434.7 million for the year ended December 31, 2021. These loans bore interest at 1.00% plus the accretion of the deferred origination fee. Including deferred fees, we recognized total interest income of $35.6 million on PPP loans for the year ended December 31, 2021. The PPP loans were accretive to the net interest margin by 13 basis points for the year ended December 31, 2021. This was primarily due to approximately $910.1 million of the Company’s PPP loans being forgiven during 2021 which included the acceleration of $24.8 million in deferred fees for the loans that were forgiven. As of December 31, 2021, the Company had $3.6 million in remaining unamortized PPP fees. The COVID-19 pandemic and the resulting governmental response created a significant amount of excess liquidity in the market. As a result, we had an increase of $1.84 billion in average interest-bearing cash balances for the year ended December 31, 2021 compared to the year ended December 31, 2020. This excess liquidity was dilutive to the net interest margin by 46 basis points. For the years ended December 31, 2021 and 2020, we recognized $20.2 million and $27.4 million, respectively, in total net accretion for acquired loans and deposits. The reduction in accretion was dilutive to the net interest margin by 4 basis points. We recognized $6.7 million in event interest income for the year ended December 31, 2021 compared to $2.1 million in event income for the year ended December 31, 2020. This increased the net interest margin by 3 basis points.

Our efficiency ratio was 40.81% for the year ended December 31, 2021, compared to 40.20% for the same period in 2020. For the year ended December 31, 2021, our efficiency ratio, as adjusted (non-GAAP), was 42.12%, compared to 40.36% reported for the year ended December 31, 2020. (See Table 29 for the non-GAAP tabular reconciliation).

Our return on average assets was 1.83% for the year ended December 31, 2021, compared to 1.33% for the same period in 2020. Our return on average common equity was 11.89% for the year ended December 31, 2021, compared to 8.57% for the same period in 2020.

Financial Condition as of and for the Years Ended December 31, 2021 and 2020

Our total assets as of December 31, 2021 increased $1.65 billion to $18.05 billion from the $16.40 billion reported as of December 31, 2020. Cash and cash equivalents increased $2.39 billion, or 188.8%. The increase in cash and cash equivalents was due to loan paydowns as well as the significant amount of excess liquidity in the market as a continued result of the COVID-19 pandemic and the accompanying governmental response. Our loan portfolio balance decreased $1.38 billion to $9.84 billion as of December 31, 2021, from $11.22 billion as of December 31, 2020. The decrease in the loan portfolio was due to organic loan decline of $822.2 million and $910.1 million of the Company’s PPP loans being forgiven during 2021, which were partially offset by $347.7 million in new PPP loan originations during 2021. Total deposits increased $1.53 billion to $14.26 billion as of December 31, 2021 compared to $12.73 billion as of December 31, 2020, which was due to customers holding higher deposit balances in response to the COVID-19 pandemic as well as the resulting governmental response to the pandemic. Stockholders’ equity increased $160.0 million to $2.77 billion as of December 31, 2021, compared to $2.61 billion as of December 31, 2020. The increase in stockholders’ equity was primarily associated with the $319.0 million in net income, partially offset by the $33.7 million decrease in accumulated other comprehensive income, $92.1 million of shareholder dividends paid and the repurchase of $44.5 million of our common stock during 2021. The improvement in stockholders’ equity was 6.1% for the year ended December 31, 2021 compared to December 31, 2020.

As of December 31, 2021, our non-performing loans decreased to $50.2 million, or 0.51%, of total loans from $74.1 million, or 0.66%, of total loans as of December 31, 2020. The allowance for credit losses as a percentage of non-performing loans increased to 471.61% as of December 31, 2021, compared to 331.10% as of December 31, 2020. Non-performing loans from our Arkansas franchise were $13.9 million at December 31, 2021 compared to $24.1 million as of December 31, 2020. Non-performing loans from our Florida franchise were $26.8 million at December 31, 2021 compared to $43.1 million as of December 31, 2020. Non-performing loans from our Alabama franchise were $470,000 at December 31, 2021 compared to $530,000 as of December 31, 2020. Non-performing loans from our SPF franchise were $1.5 million at December 31, 2021 compared to $3.6 million as of December 31, 2020. Non-performing loans from our Centennial CFG franchise were $7.5 million at December 31, 2021 compared to $2.8 million as of December 31, 2020.

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As of December 31, 2021, our non-performing assets decreased to $51.8 million, or 0.29%, of total assets from $78.6 million, or 0.48%, of total assets as of December 31, 2020. Non-performing assets from our Arkansas franchise were $14.4 million at December 31, 2021 compared to $25.6 million as of December 31, 2020. Non-performing assets from our Florida franchise were $27.9 million at December 31, 2021 compared to $46.0 million as of December 31, 2020. Non-performing assets from our Alabama franchise were $470,000 at December 31, 2021 compared to $564,000 as of December 31, 2020. Non-performing assets from our SPF franchise were $1.5 million at December 31, 2021 compared to $3.6 million as of December 31, 2020. Non-performing assets from our CFG franchise were $7.5 million at December 31, 2021 compared to $2.8 million as of December 31, 2020.

The $7.5 million balance of non-accrual loans for our Centennial CFG market consisted of two loans that are assessed for Credit risk by the Federal Reserve under the Shared National Credit Program. The decision to place these loans on non-accrual status was made by the Federal Reserve and not the Company. The loans that made up the total balance were still current on both principal and interest at December 31, 2021. However, all interest payments were currently being applied to the principal balance. Because the Federal Reserve required us to place these loans on non-accrual status, we have reversed any interest that had accrued subsequent to the non-accrual date designated by the Federal Reserve.

Critical Accounting Policies and Estimates

Overview. We prepare our consolidated financial statements based on the selection of certain accounting policies, generally accepted accounting principles and customary practices in the banking industry. These policies, in certain areas, require us to make significant estimates and assumptions. Our accounting policies are described in detail in the notes to our consolidated financial statements included as part of this document.

We consider a policy critical if (i) the accounting estimate requires assumptions about matters that are highly uncertain at the time of the accounting estimate; and (ii) different estimates that could reasonably have been used in the current period, or changes in the accounting estimate that are reasonably likely to occur from period to period, would have a material impact on our financial statements. Using these criteria, we believe that the accounting policies most critical to us are those associated with our lending practices, including the accounting for the allowance for credit losses, foreclosed assets, investments, intangible assets, income taxes and stock options.

Revenue Recognition. Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers ("ASC Topic 606"), establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. The majority of our revenue-generating transactions are not subject to ASC Topic 606, including revenue generated from financial instruments, such as our loans, letters of credit, investment securities and mortgage lending income, as these activities are subject to other GAAP discussed elsewhere within our disclosures. Descriptions of our revenue-generating activities that are within the scope of ASC Topic 606, which are presented in our income statements as components of non-interest income are as follows:

•Service charges on deposit accounts – These represent general service fees for monthly account maintenance and activity or transaction-based fees and consist of transaction-based revenue, time-based revenue (service period), item-based revenue or some other individual attribute-based revenue. Revenue is recognized when our performance obligation is completed, which is generally monthly for account maintenance services or when a transaction has been completed (such as a wire transfer). Payment for such performance obligations are generally received at the time the performance obligations are satisfied.

•Other service charges and fees – These represent credit card interchange fees and Centennial CFG loan fees. The interchange fees are recorded in the period the performance obligation is satisfied which is generally the cash basis based on agreed upon contracts. Centennial CFG loan fees are based on loan or other negotiated agreements with customers and are accounted for under ASC Topic 310. Interchange fees were $22.1 million and $16.4 million for the years ended December 31, 2022 and December 31, 2021, respectively. Centennial CFG loan fees were $11.8 million and $11.9 million for the years ended December 31, 2022 and December 31, 2021, respectively.

•Trust fees - The Company enters into contracts with its customers to manage assets for investment, and/or transact on their accounts. The Company generally satisfies its performance obligations as services are rendered. The management fees are percentage based, flat, percentage of income or a fixed percentage calculated upon the average balance of assets depending upon account type. Fees are collected on a monthly or annual basis.

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Credit Losses. We account for credit losses in accordance with ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("CECL"). The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credits, financial guarantees, and other similar instruments) and net investments in leases recognized by a lessor in accordance with Topic 842 on leases.

Investments – Available-for-sale. Securities available-for-sale ("AFS") are reported at fair value with unrealized holding gains and losses reported as a separate component of stockholders’ equity and other comprehensive income (loss), net of taxes. Securities that are held as available-for-sale are used as a part of our asset/liability management strategy. Securities that may be sold in response to interest rate changes, changes in prepayment risk, the need to increase regulatory capital, and other similar factors are classified as available-for-sale. The Company evaluates all securities quarterly to determine if any securities in a loss position require a provision for credit losses in accordance with ASC 326. The Company first assesses whether it intends to sell or is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For securities that do not meet this criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost, and changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income. The Company has made the election to exclude accrued interest receivable on AFS securities from the estimate of credit losses and report accrued interest separately on the consolidated balance sheets. Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the allowance when management believes the uncollectability of a security is confirmed or when either of the criteria regarding intent or requirement to sell is met.

Investments – Held-to-Maturity. Debt securities held-to-maturity ("HTM"), which include any security for which we have the positive intent and ability to hold until maturity, are reported at historical cost adjusted for amortization of premiums and accretion of discounts. Premiums and discounts are amortized/accreted to the call date to interest income using the constant effective yield method over the estimated life of the security. The Company evaluates all securities quarterly to determine if any securities in a loss position require a provision for credit losses in accordance with ASC 326, Measurement of Credit Losses on Financial Instruments. The Company measures expected credit losses on HTM securities on a collective basis by major security type, with each type sharing similar risk characteristics. The estimate of expected credit losses considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. The Company has made the election to exclude accrued interest receivable on HTM securities from the estimate of credit losses and report accrued interest separately on the consolidated balance sheets. Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the allowance when management believes the uncollectability of a security is confirmed.

Loans Receivable and Allowance for Credit Losses. Except for loans acquired during our acquisitions, substantially all of our loans receivable are reported at their outstanding principal balance adjusted for any charge-offs, as it is management’s intent to hold them for the foreseeable future or until maturity or payoff, except for mortgage loans held for sale. Interest income on loans is accrued over the term of the loans based on the principal balance outstanding.

The allowance for credit losses on loans receivable is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the uncollectability of a loan balance is confirmed and expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off.

Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level, or term as well as for changes in environmental conditions, such as changes in the national unemployment rate, gross domestic product, rental vacancy rate, housing price indices and rental vacancy rate index.

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The allowance for credit losses is measured based on call report segment as these types of loans exhibit similar risk characteristics. The identified loan segments are as follows:

•1-4 family construction

•All other construction

•1-4 family revolving home equity lines of credit (“HELOC”) & junior liens

•1-4 family senior liens

•Multifamily

•Owner occupies commercial real estate

•Non-owner occupied commercial real estate

•Commercial & industrial, agricultural, non-depository financial institutions, purchase/carry securities, other

•Consumer auto

•Other consumer

•Other consumer - SPF

The allowance for credit losses for each segment is measured through the use of the discounted cash flow method. Loans evaluated individually that are considered to be impaired are not included in the collective evaluation. For those loans that are classified as impaired, an allowance is established when the discounted cash flows, collateral value or observable market price of the impaired loan is lower than the carrying value of that loan. For loans for which a specific reserve is not recorded, an allowance is recorded based on the loss rate for the respective pool within the collective evaluation if a specific reserve is not recorded.

Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals, and modifications unless either of the following applies:

•Management has a reasonable expectation at the reporting date that troubled debt restructuring will be executed with an individual borrower.

•The extension or renewal options are included in the original or modified contract at the reporting date and are not unconditionally cancellable by the Company.

Management qualitatively adjusts model results for risk factors that are not considered within our modeling processes but are nonetheless relevant in assessing the expected credit losses within our loan pools. These qualitative factors ("Q-Factors") and other qualitative adjustments may increase or decrease management's estimate of expected credit losses by a calculated percentage or amount based upon the estimated level of risk. The various risks that may be considered in making Q-Factor and other qualitative adjustments include, among other things, the impact of (i) changes in lending policies, procedures and strategies; (ii) changes in nature and volume of the portfolio; (iii) staff experience; (iv) changes in volume and trends in classified loans, delinquencies and nonaccruals; (v) concentration risk; (vi) trends in underlying collateral values; (vii) external factors such as competition, legal and regulatory environment; (viii) changes in the quality of the loan review system and (ix) economic conditions.

Loans considered impaired, according to ASC 326, are loans for which, based on current information and events, it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement. The aggregate amount of impairment of loans is utilized in evaluating the adequacy of the allowance for credit losses and amount of provisions thereto. Losses on impaired loans are charged against the allowance for credit losses when in the process of collection, it appears likely that such losses will be realized. The accrual of interest on impaired loans is discontinued when, in management’s opinion the collection of interest is doubtful or generally when loans are 90 days or more past due. When accrual of interest is discontinued, all unpaid accrued interest is reversed. Interest income is subsequently recognized only to the extent cash payments are received in excess of principal due. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Loans are placed on non-accrual status when management believes that the borrower’s financial condition, after giving consideration to economic and business conditions and collection efforts, is such that collection of interest is doubtful, or generally when loans are 90 days or more past due. Loans are charged against the allowance for credit losses when management believes that the collectability of the principal is unlikely. Accrued interest related to non-accrual loans is generally charged against the allowance for credit losses when accrued in prior years and reversed from interest income if accrued in the current year. Interest income on non-accrual loans may be recognized to the extent cash payments are received, although the majority of payments received are usually applied to principal. Non-accrual loans are generally returned to accrual status when principal and interest payments are less than 90 days past due, the customer has made required payments for at least six months, and we reasonably expect to collect all principal and interest.

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Acquisition Accounting and Acquired Loans. We account for our acquisitions under ASC Topic 805, Business Combinations, which requires the use of the acquisition method of accounting. All identifiable assets acquired, including loans, and liabilities assumed are recorded at fair value. In accordance with ASC 326, the Company records both a discount and an allowance for credit losses on acquired loans. All purchased loans are recorded at fair value in accordance with the fair value methodology prescribed in FASB ASC Topic 820, Fair Value Measurements. The fair value estimates associated with the loans include estimates related to expected prepayments and the amount and timing of undiscounted expected principal, interest and other cash flows.

The Company has purchased loans, some of which have experienced more than insignificant credit deterioration since origination. Purchase credit deteriorated (“PCD”) loans are recorded at the amount paid. An allowance for credit losses is determined using the same methodology as other loans. The initial allowance for credit losses determined on a collective basis is allocated to individual loans. The sum of the loan’s purchase price and allowance for credit losses becomes its initial amortized cost basis. The difference between the initial amortized cost basis and the par value of the loan is a noncredit discount or premium, which is amortized into interest income over the life of the loan. Subsequent changes to the allowance for credit losses are recorded through the provision for credit loss.

Allowance for Credit Losses on Off-Balance Sheet Credit Exposures: The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit unless that obligation is unconditionally cancellable by the Company. The allowance for credit losses on off-balance sheet credit exposures is adjusted as a provision for credit loss expense. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life.

Foreclosed Assets Held for Sale. Real estate and personal properties acquired through or in lieu of loan foreclosure are to be sold and are initially recorded at fair value at the date of foreclosure, establishing a new cost basis. Valuations are periodically performed by management, and the real estate and personal properties are carried at fair value less costs to sell. Gains and losses from the sale of other real estate and personal properties are recorded in non-interest income, and expenses used to maintain the properties are included in non-interest expenses.

Intangible Assets. Intangible assets consist of goodwill and core deposit intangibles. Goodwill represents the excess purchase price over the fair value of net assets acquired in business acquisitions. The core deposit intangible represents the excess intangible value of acquired deposit customer relationships as determined by valuation specialists. The core deposit intangibles are being amortized over 48 months to 121 months on a straight-line basis. Goodwill is not amortized but rather is evaluated for impairment on at least an annual basis. We perform an annual impairment test of goodwill and core deposit intangibles as required by FASB ASC 350, Intangibles - Goodwill and Other, in the fourth quarter or more often if events and circumstances indicate there may be an impairment.

Income Taxes. We account for income taxes in accordance with income tax accounting guidance (ASC 740, Income Taxes). The income tax accounting guidance results in two components of income tax expense: current and deferred. Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues. We determine deferred income taxes using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax basis of assets and liabilities, and enacted changes in tax rates and laws are recognized in the period in which they occur.

Deferred income tax expense results from changes in deferred tax assets and liabilities between periods. Deferred tax assets are recognized if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination. The term “more likely than not” means a likelihood of more than 50 percent; the terms “examined” and “upon examination” also include resolution of the related appeals or litigation processes, if any. A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts, circumstances and information available at the reporting date and is subject to the management’s judgment. Deferred tax assets are reduced by a valuation allowance if, based on the weight of evidence available, it is more likely than not that some portion or all of a deferred tax asset will not be realized.

Both we and our subsidiary file consolidated tax returns. Our subsidiary provides for income taxes on a separate return basis, and remits to us amounts determined to be currently payable.

Stock Compensation. In accordance with FASB ASC 718, Compensation - Stock Compensation, and FASB ASC 505-50, Equity-Based Payments to Non-Employees, the fair value of each option award is estimated on the date of grant. We recognize compensation expense for the grant-date fair value of the option award over the vesting period of the award.

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Acquisitions

Acquisition of Happy Bancshares, Inc.

On April 1, 2022, the Company completed the acquisition of Happy Bancshares, Inc. (“Happy”), and merged Happy State Bank into Centennial Bank. The Company issued approximately 42.4 million shares of its common stock valued at approximately $958.8 million as of April 1, 2022. In addition, the holders of certain Happy stock-based awards received approximately $3.7 million in cash in cancellation of such awards, for a total transaction value of approximately $962.5 million. The acquisition added new markets for expansion and brought complementary businesses together to drive synergies and growth.

Including the effects of the known purchase accounting adjustments, as of the acquisition date, Happy had approximately $6.69 billion in total assets, $3.65 billion in loans and $5.86 billion in customer deposits. Happy formerly operated its banking business from 62 locations in Texas.

For further discussion of the acquisition, see Note 2 "Business Combinations" to the Condensed Notes to Consolidated Financial Statements.

Acquisition of Marine Portfolio

On February 4, 2022, the Company completed the purchase of the performing marine loan portfolio of Utah-based LendingClub Bank (“LendingClub”). Under the terms of the purchase agreement with LendingClub, the Company acquired yacht loans totaling approximately $242.2 million. This portfolio of loans is housed within the Company's Shore Premier Finance division, which is responsible for servicing the acquired loan portfolio and originating new loan production.

LH-Finance

On February 29, 2020, the Company completed the acquisition of LH-Finance, the marine lending division of People’s United Bank, N.A. The Company paid a purchase price of approximately $421.2 million in cash. LH-Finance provided direct consumer financing for USCG registered high-end sail and power boats. Additionally, LH-Finance provided inventory floor plan lines of credit to marine dealers, primarily those selling USCG documented vessels.

Including the purchase accounting adjustments, as of the acquisition date, LH-Finance had approximately $409.1 million in total assets, including $407.4 million in total loans, which resulted in goodwill of $14.6 million being recorded.

The acquired portfolio of loans is now housed in our SPF division. The SPF division is responsible for servicing the acquired loan portfolio and originating new loan production. In connection with this acquisition, we opened a new loan production office in Baltimore, Maryland.

See Note 2 “Business Combinations” in the Notes to Consolidated Financial Statements for additional information regarding the acquisition of LH-Finance.

We will continue evaluating all types of potential bank acquisitions, which may include FDIC-assisted acquisitions as opportunities arise, to determine what is in the best interest of our Company. Our goal in making these decisions is to maximize the return to our investors.

Branches

As opportunities arise, we will continue to open new (commonly referred to as de novo) branches in our current markets and in other attractive market areas. We opened one de novo branch location in 2022 in Ft. Worth, Texas.

As of December 31, 2022, we had 223 branch locations. There were 76 branches in Arkansas, 78 branches in Florida, 63 branches in Texas, five branches in Alabama and one branch in New York City.

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Results of Operations for the Years Ended December 31, 2022, 2021 and 2020

Our net income decreased $13.8 million, or 4.3%, to $305.3 million for the year ended December 31, 2022, from $319.0 million for the same period in 2021. On a diluted earnings per share basis, our earnings were $1.57 per share for the year ended December 31, 2022 and $1.94 per share for the year ended December 31, 2021. As a result of the acquisition of Happy, which we completed on April 1, 2022, we incurred $49.6 million in merger expenses and recorded a $45.2 million provision for credit losses on acquired loans for the CECL "double count," an $11.4 million provision for credit losses on acquired unfunded commitments and a $2.0 million provision for credit losses on acquired held-to-maturity investment securities. The summation of these items reduced net income by $81.6 million ($108.2 million pre-tax) and earnings per share by $0.42 per share for the year ended December 31, 2022. Excluding the impact of the acquisition of Happy, the Company determined that an additional $5.0 million provision for credit losses on loans was necessary due to increased loan growth during the year. However, excluding the impact of the acquisition of Happy, the Company determined no additional provision for unfunded commitments or investment securities was necessary as of December 31, 2022. During the year ended December 31, 2022, the Company recorded $10.0 million in income from the settlement of a lawsuit brought by the Company, net of legal expense, $6.7 million in recoveries on historic losses from loans charged off prior to acquisition, and $1.4 million in special dividends from equity investments, which were partially offset by $2.1 million in TRUPS redemption fees, $1.3 million loss for the decrease in fair value of marketable securities and $176,000 in hurricane expenses.

Our net income increased $104.6 million, or 48.8%, to $319.0 million for the year ended December 31, 2021, from $214.4 million for the same period in 2020. On a diluted earnings per share basis, our earnings were $1.94 per share for the year ended December 31, 2021 and $1.30 per share for the year ended December 31, 2020. During the year ended December 31, 2021, the Company did not record a provision for credit losses but did record a $4.8 million negative provision for unfunded commitments compared to a $112.3 million provision for credit losses and a $17.0 million provision for unfunded commitments for a total credit loss expense of $129.3 million for the year ended December 31, 2020. The $4.8 million negative provision for the year ended December 31, 2021 was due to a single commercial & industrial loan for which a reserve was no longer considered necessary due to the borrower’s current cash flow position. The $129.3 million of total credit loss expense for the year ended December 31, 2020 was primarily due to the uncertainty created by the COVID-19 pandemic, with $9.3 million as a result of the acquisition of LH-Finance on February 29, 2020. The Company’s provisioning model is closely tied to unemployment rate projections which continued to improve following the fourth quarter of 2020. The Company determined that an additional provision for credit losses was not necessary. Despite the improvements in the economic and public health outlooks in the United States during 2021, the emergence of the Delta variant during the second quarter and the Omicron variant during the fourth quarter resulted in significant uncertainty about the future impact of the pandemic on our business, results of operations and financial condition. As a result, the Company determined that a negative provision for credit losses was not appropriate at the end of 2021, and the level of the allowance for credit losses was considered adequate as of December 31, 2021. The Company also recorded a $7.2 million adjustment for the increase in fair market value of marketable securities, $12.5 million of special dividend income from our equity investments, $5.1 million recovery on historic losses from loans charged-off prior to acquisition, $1.9 million of merger and acquisition expense and a $219,000 gain on sale of investment securities.

Net Interest Income

Net interest income, our principal source of earnings, is the difference between the interest income generated by earning assets and the total interest cost of the deposits and borrowings obtained to fund those assets. Factors affecting the level of net interest income include the volume of earning assets and interest-bearing liabilities, yields earned on loans and investments and rates paid on deposits and other borrowings, the level of non-performing loans and the amount of non-interest-bearing liabilities supporting earning assets. Net interest income is analyzed in the discussion and tables below on a fully taxable equivalent basis. The adjustment to convert certain income to a fully taxable equivalent basis consists of dividing tax-exempt income by one minus the combined federal and state income tax rate (24.6735% for the year ended December 31, 2022, 25.740% for the year ended December 31, 2021 and 26.135% for year ended December 31, 2020).

The Federal Reserve Board sets various benchmark rates, including the Federal Funds rate, and thereby influences the general market rates of interest, including the deposit and loan rates offered by financial institutions. In 2020, the Federal Reserve lowered the target rate to 0.00% to 0.25%. This remained in effect throughout all of 2021. The Federal Reserve increased the target rate seven times during 2022. First, on March 16, 2022, the target rate was increased to 0.25% to 0.50%. Second, on May 4, 2022, the target rate was increased to 0.75% to 1.00%. Third, on June 15, 2022, the target rate was increased to 1.50% to 1.75%. Fourth, on July 27, 2022, the target rate was increased to 2.25% to 2.50%. Fifth, on September 21, 2022, the target rate was increased to 3.00% to 3.25%. Sixth, on November 2, 2022, the target rate was increased to 3.75% to 4.00%. Seventh, on December 14, 2022, the target rate was increased to 4.25% to 4.50%. The Federal Reserve increased the target rate to 4.50% to 4.75% on February 1, 2023.

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Our net interest margin on a fully taxable equivalent basis increased from 3.66% for the year ended December 31, 2021 to 3.81% for the year ended December 31, 2022. The yield on interest earning assets was 4.40% and 3.99% for the year ended December 31, 2022 and 2021, respectively, as average interest earning assets increased from $15.86 billion to $20.15 billion. The increase in average earning assets is primarily the result of a $2.57 billion increase in average loans receivable and a $1.87 billion increase in average investment securities, largely resulting from the acquisition of Happy, which were partially offset by a $151.9 million decrease in average interest-bearing balances due from banks. For the years ended December 31, 2022 and 2021, we recognized $16.3 million and $20.2 million, respectively, in total net accretion for acquired loans and deposits. The reduction in accretion was dilutive to the net interest margin by approximately 2 basis points. During 2022, the Company experienced a $31.8 million reduction in interest income from PPP loans due to the forgiveness of the PPP loans and the acceleration of the deferred fees for the loans that were forgiven. This reduction in income was dilutive to the net interest margin by approximately 8 basis points. We recognized $3.8 million in event interest income for the year ended December 31, 2022 compared to $6.7 million in event income for the year ended December 31, 2021. This was dilutive to the net interest margin by approximately 2 basis points. The overall increase in the net interest margin was due to an increase in interest income due to an increase in both average earning assets at higher yields which was partially offset by an increase in interest expense due to an increase in average interest-bearing liabilities at higher interest rates primarily as a result of the Happy acquisition and the current rising interest rate environment.

Net interest income on a fully taxable equivalent basis increased $187.3 million, or 32.3%, to $767.3 million for the year ended December 31, 2022, from $580.1 million for the same period in 2021. This increase in net interest income was the result of a $254.2 million increase in interest income, partially offset by a $66.9 million increase in interest expense on a fully taxable equivalent basis. The $254.2 million increase in interest income was primarily the result of the higher level of average interest earnings assets due to the acquisition of Happy during the second quarter of 2022 and the increasing interest rate environment. The increase in earning assets resulted in an increase in interest income of approximately $185.5 million, and the higher yield on earning assets resulted in a decrease in interest income of approximately $68.7 million. The $66.9 million increase in interest expense was primarily the result of the higher level of average interest bearing liabilities due to the acquisition of Happy during the second quarter of 2022 and the increasing interest rate environment. The higher rates on interest bearing liabilities resulted in an increase in interest expense of approximately $52.8 million, and the increase in interest bearing liabilities resulted in an increase in interest expense of approximately $14.0 million.

Our net interest margin on a fully taxable equivalent basis decreased from 4.06% for the year ended December 31, 2020 to 3.66% for the year ended December 31, 2021. The yield on interest earning assets was 3.99% and 4.70% for the year ended December 31, 2021 and 2020, respectively, as average interest earning assets increased from $14.50 billion to $15.86 billion. The increase in average earning assets was primarily the result of a $1.84 billion increase in average interest-bearing balances due from banks and a $659.0 million increase in average investment securities, partially offset by the $1.13 billion decrease in average loans receivable. Average PPP loan balances were $434.7 million for the year ended December 31, 2021. These loans bore interest at 1.00% plus the accretion of the deferred origination fee. Including deferred fees, we recognized total interest income of $35.6 million on PPP loans for the year ended December 31, 2021. The PPP loans were accretive to the net interest margin by 13 basis points for the year ended December 31, 2021. This was primarily due to approximately $910.1 million of the Company’s PPP loans being forgiven during 2021 which included the acceleration of $24.8 million in deferred fees for the loans that were forgiven. As of December 31, 2021, the Company had $3.6 million in remaining unamortized PPP fees. The COVID-19 pandemic and the resulting governmental response created a significant amount of excess liquidity in the market. As a result, we had an increase of $1.84 billion in average interest-bearing cash balances for the year ended December 31, 2021 compared to the year ended December 31, 2020. This excess liquidity was dilutive to the net interest margin by 46 basis points. For the years ended December 31, 2021 and 2020, we recognized $20.2 million and $27.4 million, respectively, in total net accretion for acquired loans and deposits. The reduction in accretion was dilutive to the net interest margin by 4 basis points. We recognized $6.7 million in event interest income for the year ended December 31, 2021 compared to $2.1 million in event income for the year ended December 31, 2020. This increased the net interest margin by 3 basis points.

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Net interest income on a fully taxable equivalent basis decreased $8.5 million, or 1.45%, to $580.1 million for the year ended December 31, 2021, from $588.6 million for the same period in 2020. This decrease in net interest income was the result of a $49.7 million decrease in interest income, partially offset by a $41.2 million decrease in interest expense on a fully taxable equivalent basis. The $49.7 million decrease in interest income was primarily the result of higher levels of earning assets at lower yields. Although our interest earning assets increased, our average loan balances decreased by $1.13 billion while average interest-bearing balances due from banks increased by $1.84 billion. The lower yield on earning assets resulted in a decrease in interest income of approximately $5.9 million, and the change in composition of earning assets at lower yields resulted in a decrease in interest income of approximately $43.8 million. The lower yield was primarily driven by the decrease in income on loans of $53.6 million, which was partially offset by an increase in income on investment securities of $2.2 million and a $1.7 million increase in income on interest-bearing balances due from banks. The decrease in interest income also reflected a $7.2 million decrease in loan accretion income. The $41.2 million decrease in interest expense was primarily the result of interest-bearing liabilities repricing in a decreasing interest rate environment, which lowered interest expense by $34.9 million, as well as a $6.3 million decrease in interest expense resulting from a change in the composition of average interest bearing liabilities. The decrease in interest expense was primarily driven by a $38.2 million decrease in interest expense on deposits and a $1.9 million decrease in interest expense on FHLB borrowed funds.

Tables 2 and 3 reflect an analysis of net interest income on a fully taxable equivalent basis for the years ended December 31, 2022, 2021 and 2020, as well as changes in fully taxable equivalent net interest margin for the years 2022 compared to 2021 and 2021 compared to 2020.

Table 2: Analysis of Net Interest Income

Years Ended December 31,
202220212020
(Dollars in thousands)
Interest income$877,766$625,171$675,962
Fully taxable equivalent adjustment8,6637,0796,015
Interest income – fully taxable equivalent886,429632,250681,977
Interest expense119,09052,20093,407
Net interest income – fully taxable equivalent$767,339$580,050$588,570
Yield on earning assets – fully taxable equivalent4.40%3.99%4.70%
Cost of interest-bearing liabilities0.870.490.89
Net interest spread – fully taxable equivalent3.533.503.81
Net interest margin – fully taxable equivalent3.813.664.06

Table 3: Changes in Fully Taxable Equivalent Net Interest Margin

December 31,
2022 vs. 20212021 vs. 2020
(In thousands)
Increase (decrease) in interest income due to change in earning assets$185,499$(43,840)
Increase (decrease) in interest income due to change in earning asset yields68,680(5,887)
(Increase) decrease in interest expense due to change in interest-bearing liabilities(14,048)6,325
(Increase) decrease in interest expense due to change in interest rates paid on interest-bearing liabilities(52,842)34,882
Increase (decrease) in net interest income$187,289$(8,520)

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Table 4 shows, for each major category of earning assets and interest-bearing liabilities, the average amount outstanding, the interest income or expense on that amount and the average rate earned or expensed for the years ended December 31, 2022, 2021 and 2020. The table also shows the average rate earned on all earning assets, the average rate expensed on all interest-bearing liabilities, the net interest spread and the net interest margin for the same periods. The analysis is presented on a fully taxable equivalent basis. Non-accrual loans were included in average loans for the purpose of calculating the rate earned on total loans.

Table 4: Average Balance Sheets and Net Interest Income Analysis

Years Ended December 31,
202220212020
Average BalanceIncome / ExpenseYield / RateAverage BalanceIncome / ExpenseYield / RateAverage BalanceIncome / ExpenseYield / Rate
(Dollars in thousands)
ASSETS
Earnings assets
Interest-bearing balances due from banks$2,444,541$29,1101.19%$2,596,460$3,5150.14%$761,174$1,8490.24%
Federal funds sold1,519251.65711,330211.58
Investment securities – taxable3,582,66491,9332.572,031,13930,0541.481,653,15932,5961.97
Investment securities – non-taxable1,178,56136,3633.09858,50326,0173.03577,44421,2623.68
Loans receivable12,940,998728,9985.6310,375,457572,6645.5211,504,123626,2495.44
Total interest-earning assets20,148,283886,4294.4015,861,630632,2503.9914,497,230681,9774.70
Non-earning assets2,405,0571,597,3551,640,064
Total assets$22,553,340$17,458,985$16,137,294
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Interest-bearing liabilities
Savings and interest- bearing transaction accounts$11,520,781$81,0610.70%$8,716,004$15,9560.18%$7,686,621$36,0840.47%
Time deposits1,033,4314,9280.481,087,8758,9800.831,756,13827,0261.54
Total interest-bearing deposits12,554,21285,9890.689,803,87924,9360.259,442,75963,1100.67
Federal funds purchased22020.911,557130.83
Securities sold under agreement to repurchase129,0061,4301.11151,1904970.33151,5731,1670.77
FHLB borrowed funds473,83911,0762.34400,0007,6041.90534,6089,5061.78
Subordinated debentures515,04920,5934.00370,71219,1635.17369,94319,6115.30
Total interest-bearing liabilities13,672,326119,0900.8710,725,78152,2000.4910,500,44093,4070.89
Non-interest-bearing liabilities
Non-interest-bearing deposits5,378,9063,924,3412,998,560
Other liabilities171,390124,724135,094
Total liabilities19,222,62214,774,84613,634,094
Stockholders’ equity3,330,7182,684,1392,503,200
Total liabilities and stockholders’ equity$22,553,340$17,458,985$16,137,294
Net interest spread3.53%3.50%3.81%
Net interest income and margin$767,3393.81$580,0503.66$588,5704.06

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Table 5 shows changes in interest income and interest expense resulting from changes in volume and changes in interest rates for the year ended December 31, 2022 compared to 2021 and 2021 compared to 2020 on a fully taxable equivalent basis. The changes in interest rate and volume have been allocated to changes in average volume and changes in average rates, in proportion to the relationship of absolute dollar amounts of the changes in rates and volume.

Table 5: Volume/Rate Analysis

Years Ended December 31,
2022 over 20212021 over 2020
VolumeYield / RateTotalVolumeYield / RateTotal
(In thousands)
Increase (decrease) in:
Interest income:
Interest-bearing balances due from banks$(218)$25,813$25,595$2,791$(1,125)$1,666
Federal funds sold2525(10)(11)(21)
Investment securities – taxable31,55230,32761,8796,563(9,105)(2,542)
Investment securities – non-taxable9,86747910,3469,006(4,251)4,755
Loans receivable144,29812,036156,334(62,190)8,605(53,585)
Total interest income185,49968,680254,179(43,840)(5,887)(49,727)
Interest expense:
Interest-bearing transaction and savings deposits6,61958,48665,1054,302(24,430)(20,128)
Time deposits(429)(3,623)(4,052)(8,135)(9,911)(18,046)
Federal funds purchased112(7)(6)(13)
Securities sold under agreement to repurchase(83)1,016933(3)(667)(670)
FHLB borrowed funds1,5471,9253,472(2,523)621(1,902)
Subordinated debentures6,393(4,963)1,43041(489)(448)
Total interest expense14,04852,84266,890(6,325)(34,882)(41,207)
Increase (decrease) in net interest income$171,451$15,838$187,289$(37,515)$28,995$(8,520)

Provision for Credit Losses

The Company accounts for credit losses in accordance with ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credits, financial guarantees, and other similar instruments) and net investments in leases recognized by a lessor in accordance with Topic 842 on leases.

Credit Loss Expense: As a result of the acquisition of Happy, which we completed on April 1, 2022, the Company recorded a $45.2 million provision for credit losses on acquired loans for the CECL "double count," an $11.4 million provision for credit losses on acquired unfunded commitments, and a $2.0 million provision for credit losses on acquired held-to-maturity investment securities. Excluding the impact of the acquisition of Happy, the Company determined that an additional $5.0 million provision for credit losses on loans was necessary due to increased loan growth during the year. However, excluding the impact of the acquisition of Happy, the Company determined no additional provision for unfunded commitments or investment securities was necessary as of December 31, 2022.

Net charge-offs to average total loans increased to 0.11% for the year ended December 31, 2022 from 0.08% for the year ended December 31, 2021. In addition, non-performing loans to total loans decreased from 0.51% as of December 31, 2021 to 0.42% as of December 31, 2022.

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Loans. Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level, or term as well as for changes in environmental conditions, such as changes in the national unemployment rate, gross domestic product, national retail sales index, housing price indices and rental vacancy rate index.

Acquired loans. In accordance with ASC 326, the Company records both a discount and an allowance for credit losses on acquired loans. This is commonly referred to as “double accounting" or "double count."

The allowance for credit losses is measured based on call report segment as these types of loan exhibit similar risk characteristics. The identified loan segments are as follows:

•1-4 family construction

•All other construction

•1-4 family revolving home equity lines of credit (“HELOC”) & junior liens

•1-4 family senior liens

•Multifamily

•Owner occupies commercial real estate

•Non-owner occupied commercial real estate

•Commercial & industrial, agricultural, non-depository financial institutions, purchase/carry securities, other

•Consumer auto

•Other consumer

•Other consumer - SPF

The allowance for credit losses for each segment is measured through the use of the discounted cash flow method. Loans evaluated individually that are considered to be impaired are not included in the collective evaluation. For those loans that are classified as impaired, an allowance is established when the discounted cash flows, collateral value or observable market price of the impaired loan is lower than the carrying value of that loan. For loans for which a specific reserve is not recorded, an allowance is recorded based on the loss rate for the respective pool within the collective evaluation if a specific reserve is not recorded.

Investments – Available-for-sale: The Company evaluates all securities quarterly to determine if any securities in a loss position require a provision for credit losses in accordance with ASC 326. The Company first assesses whether it intends to sell or is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For securities that do not meet these criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost, and changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income. The Company has made the election to exclude accrued interest receivable on AFS securities from the estimate of credit losses and report accrued interest separately on the consolidated balance sheets. Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the allowance when management believes the uncollectability of a security is confirmed or when either of the criteria regarding intent or requirement to sell is met.

Investments – Held-to-Maturity. The Company evaluates all securities quarterly to determine if any securities in a loss position require a provision for credit losses in accordance with ASC 326. The Company measures expected credit losses on HTM securities on a collective basis by major security type, with each type sharing similar risk characteristics. The estimate of expected credit losses considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. The Company has made the election to exclude accrued interest receivable on HTM securities from the estimate of credit losses and report accrued interest separately on the consolidated balance sheets. Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the allowance when management believes the uncollectability of a security is confirmed.

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The Company recorded a $2.0 million provision for credit losses on the held-to-maturity investment securities during the second quarter of 2022 as a result of the investment securities acquired as part of the Happy acquisition. Of the Company's held-to-maturity securities, $1.11 billion, or 86.2%, are municipal securities. To estimate the necessary loss provision, the Company utilized historical default and recovery rates of the municipal bond sector and applied these rates using a pooling method. The remainder of investments classified as held-to-maturity are U.S. government-sponsored enterprises and mortgage-backed securities all of which are guaranteed by the U.S. government. Due to the inherent low risk in these U.S. government guaranteed securities, no provision for credit loss was established on this portion of the portfolio.

At December 31 2022, the Company determined that the allowance for credit losses of $842,000, resulting from economic uncertainty, was adequate for the available-for-sale investment portfolio, and the allowance for credit losses for the HTM portfolio resulting from the Happy acquisition was considered adequate. No additional provision for credit losses was considered necessary for the portfolio.

Non-Interest Income

Total non-interest income was $175.1 million in 2022, compared to $137.6 million in 2021 and $111.8 million in 2020. Our recurring non-interest income includes service charges on deposit accounts, other service charges and fees, trust fees, mortgage lending, insurance commissions, increase in cash value of life insurance, fair value adjustment for marketable securities and dividends.

Table 6 measures the various components of our non-interest income for the years ended December 31, 2022, 2021, and 2020, respectively, as well as changes for the years 2022 compared to 2021 and 2021 compared to 2020.

Table 6: Non-Interest Income

Years Ended December 31,2022 Change from 20212021 Change from 2020
202220212020
(Dollars in thousands)
Service charges on deposit accounts$37,114$22,276$21,381$14,83866.6%$8954.2%
Other service charges and fees44,58836,45130,6868,13722.35,76518.8
Trust fees12,8551,9601,63310,895555.932720.0
Mortgage lending income17,65725,67629,065(8,019)(31.2)(3,389)(11.7)
Insurance commissions2,1921,9431,84824912.8955.1
Increase in cash value of life insurance3,8002,0492,2001,75185.5(151)(6.9)
Dividends from FHLB, FRB, FNBB & other9,19814,83512,472(5,637)(38.0)2,36318.9
Gain on sale of SBA loans1832,380645(2,197)(92.3)1,735269.0
Gain (loss) on sale of branches, equipment and other assets, net15(105)326120114.3(431)(132.2)
Gain on OREO, net5002,0031,132(1,503)-75.087176.9
Gain on securities, net219(219)-100.0219100.0
Fair value adjustment for marketable securities(1,272)7,178(1,978)(8,450)(117.7)9,156462.9
Other income48,28120,70412,37627,577133.28,32867.3
Total non-interest income$175,111$137,569$111,786$37,54227.3%$25,78323.1

Non-interest income increased $37.5 million, or 27.3%, to $175.1 million for the year ended December 31, 2022 from $137.6 million for the same period in 2021. The primary factors that resulted in this increase were the $27.6 million increase in other income, the $14.8 million increase in service charges on deposit accounts and the $10.9 million increase in trust fees. Other factors were changes related to other service charges and fees, mortgage lending income, cash value of life insurance, dividends from FHLB, FRB, FNBB & other, gain on sale of SBA loans, gain on OREO and fair value adjustment for marketable securities.

Additional details for the year ended December 31, 2022 on some of the more significant changes are as follows:

•The $14.8 million increase in service charges on deposit accounts is primarily due to an increase in overdraft and service charge fees related to the acquisition of Happy.

•The $8.1 million increase in other service charges and fees is primarily due to an increase in interchange fees related to the acquisition of Happy.

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•The $10.9 million increase in trust fees is primarily related to an increase in trust fees resulting from the acquisition of Happy.

•The $8.0 million decrease in mortgage lending income is primarily related to a decrease in volume of secondary market loans from the high volume of loans during 2021. The decrease in volume is due to the increase in interest rates.

•The $1.8 million increase in cash value of life insurance is primarily related to the increase in bank owned life insurance resulting from the acquisition of Happy.

•The $5.6 million decrease in dividends from FHLB, FRB, FNBB & other is primarily due to a decrease in special dividends from equity investments, partially offset by an increase in dividend income from marketable securities and an increase in FRB stock holdings related to the acquisition of Happy.

•The $2.2 million decrease in gain on sale of SBA loans is primarily due to the decrease in the volume of SBA loan sales during 2022.

•The $1.5 million decrease in gain on OREO resulted from a reduction in the level of sales of OREO during 2022.

•The $8.5 million decrease in the fair value adjustment for marketable securities is due to a reduction in the fair market value of marketable securities held by the Company.

•The $27.6 million increase in other income is primarily due to $15.0 million in income from the settlement of a lawsuit brought by the Company and a $6.3 million adjustment for equity method investments. Other factors include a $2.1 million increase in additional income for items previously charged off, $2.5 million increase in rental income and a $2.0 million increase in investment brokerage fee income, partially offset by a $478,000 decrease in gain on life insurance.

Non-interest income increased $25.8 million, or 23.1%, to $137.6 million for the year ended December 31, 2021 from $111.8 million for the same period in 2020. The primary factors that resulted in this increase were the impact of fair value adjustment for marketable securities which increased non-interest income by $9.2 million, the $8.3 million increase in other income and the $5.8 million increase in other service charges and fees. Other factors were changes related mortgage lending income, dividends from FHLB, FRB, FNBB & other and gain on sale of SBA loans.

Additional details for the year ended December 31, 2021 on some of the more significant changes are as follows:

•The $5.8 million increase in other service charges and fees is primarily due to an increase in Centennial CFG property finance loan fees and Mastercard income.

•    The $3.4 million decrease in mortgage lending income is primarily due to a decrease in volume of secondary market loans from the peak in 2020.

•     The $2.4 million increase in dividends from FHLB, FRB, FNBB & other is primarily due to an increase in special dividends from equity investments.

•    The $1.7 million increase in gain on sale of SBA loans is primarily due to the increase in loan sales during 2021.

•     The $9.2 million gain in the fair value adjustment for marketable securities is related to an increase in the fair market value of marketable securities held by the Company.

•     The $8.3 million increase in other income is primarily due to a $6.3 million increase in additional income for items previously charged off and a $2.2 million increase in investment brokerage fee income.

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Non-Interest Expense

Non-interest expense consists of salaries and employee benefits, occupancy and equipment, data processing, and other expenses such as advertising, merger and acquisition expenses, amortization of intangibles, electronic banking expense, FDIC and state assessment, insurance, legal and accounting fees and other professional fees.

Table 7 below sets forth a summary of non-interest expense for the years ended December 31, 2022, 2021, and 2020, as well as changes for the years ended 2022 compared to 2021 and 2021 compared to 2020.

Table 7: Non-Interest Expense

Years Ended December 31,2022 Change from 20212021 Change from 2020
202220212020
(Dollars in thousands)
Salaries and employee benefits$238,885$170,755$163,950$68,13039.9%$6,8054.2%
Occupancy and equipment53,41736,63138,41216,78645.8(1,781)(4.6)
Data processing expense34,94224,28019,03210,66243.95,24827.6
Merger expense49,5941,88671147,7082529.61,175165.3
Other operating expenses:
Advertising7,9744,8553,9993,11964.285621.4
Amortization of intangibles8,8535,6835,8443,17055.8(161)(2.8)
Electronic banking expense13,6329,8178,4773,81538.91,34015.8
Directors' fees1,4911,6141,624(123)(7.6)(10)(0.6)
Due from bank service charges1,2551,04497521120.2697.1
FDIC and state assessment8,4285,4726,4942,95654.0(1,022)(15.7)
Hurricane expense176176100.0
Insurance3,7053,1183,01858718.81003.3
Legal and accounting9,4013,7034,2225,698153.9(519)(12.3)
Other professional fees8,8816,9508,1501,93127.8(1,200)(14.7)
Operating supplies3,1201,9151,9881,20562.9(73)(3.7)
Postage2,0781,2831,28379562.0
Telephone1,8901,4251,30246532.61239.4
Other expense27,90518,08617,9049,81954.31821.0
Total non-interest expense$475,627$298,517$287,385$177,11059.3%$11,1323.9%

Non-interest expense increased $177.1 million, or 59.3%, to $475.6 million for the year ended December 31, 2022, from $298.5 million for the same period in 2021. The primary factors that resulted in this increase was the increase in salaries and employee benefits expense and merger expense. Other factors were changes related to occupancy and equipment expenses, data processing expenses, electronic banking expense, FDIC and state assessment, legal and accounting, other professional fees and other expense.

Additional details for the year ended December 31, 2022 on some of the more significant changes are as follows:

•The $68.1 million increase in salaries and employee benefits expense is primarily due to the acquisition of Happy.

•The $16.8 million increase in occupancy and equipment expense is primarily due to increases in depreciation on buildings, machinery and equipment; utility expenses; lease expense; equipment maintenance and repairs; janitorial expenses; property taxes and other occupancy expenses related to the acquisition of Happy.

•The $10.7 million increase in data processing expense is primarily due to increases in telecommunication fees, computer software fees, licensing fees, mobile banking, internet banking and cash management expenses related to the acquisition of Happy.

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•The $47.7 million increase in merger and acquisition expense is due to costs associated with the acquisition of Happy.

•The $3.1 million increase in advertising expense is primarily related to the acquisition of Happy.

•The $3.2 million increase in amortization of intangibles is due to the acquisition of Happy.

•The $3.8 million increase in electronic banking expenses is primarily due to the increased debit card processing fees and interchange network expense resulting from the acquisition of Happy.

•The $3.0 million increase in FDIC and state assessment is primarily due to FDIC assessment reductions for 2021 and the acquisition of Happy during the second quarter of 2022.

•The $5.7 million increase in legal and accounting expense is primarily due to expenses related to a lawsuit brought by the Company.

•The $1.9 million increase in other professional fees is primarily related to the acquisition of Happy.

•The $1.2 million increase in operating expense is primarily due to the acquisition of Happy.

•The $9.8 million increase in other expenses is primarily related to the acquisition of Happy as well as $2.1 million in TRUPS redemption fees.

Non-interest expense increased $11.1 million, or 3.9%, to $298.5 million for the year ended December 31, 2021, from $287.4 million for the same period in 2020. The primary factor that resulted in this increase was the increase in salaries and employee benefits expense. Other factors were changes related to occupancy and equipment expenses, data processing expenses, merger and acquisition expenses, electronic banking expense, FDIC and state assessment, hurricane expense, legal and accounting, other professional fees and other expense.

Additional details for the year ended December 31, 2021 on some of the more significant changes are as follows:

•The $6.8 million increase in salaries and employee benefits expense is primarily due to increased salary expenses related to the normal increased cost of doing business.

•The $1.8 million decrease in occupancy and equipment is related to a decrease in depreciation - building and improvements, lease expenses and janitorial services and supplies. During the second quarter of 2020, the Company made the strategic decision to demolish and rebuild the Marathon, Florida branch office at its existing location. This increased depreciation expense during the second quarter of 2020 as the building was written off.

•The $5.2 million increase in data processing expense is primarily related to the normal increased cost of doing business such as the increase in software, licensing, core processing expense, telecommunication services, internet banking and cash management expenses, mobile banking and bill pay expenses.

•The $1.2 million increase in merger and acquisition expense costs associated with the acquisition of Happy.

•The $856,000 increase in advertising expense is primarily due to increase in advertising campaigns during 2021.

•The $1.3 million increase in electronic banking expenses is primarily due to the normal increased cost of doing business such as the increase in fees charged for network expenses and debit card processing fees.

•The $1.0 million decrease in FDIC and state assessment is primarily related to an improvement in the FDIC assessment rate. In addition, the State of Arkansas announced a 25% reduction in assessments for January 1, 2021 through June 30, 2021 and a 30% reduction in assessments for July 1, 2021 through December 31, 2021.

•The $1.2 million decrease in other professional fees is primarily related to a reduction outsourced special projects and professional fees for the Bank. This was partially offset by an increase in consulting fees.

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Income Taxes

During 2022, the Company lowered its marginal tax rate from 25.740% to 24.6735%. In an effort to more accurately reflect current state income apportionment and state tax rates, the state tax rate was lowered to 4.65%. This lowered the blended rate to 24.6735%. Apportionment changes related to the acquisition of Happy and statutory tax rate changes were the main drivers in the tax rate reduction.

During 2021, the Company lowered its marginal tax rate from 26.135% to 25.740%. In an effort to more accurately reflect current state income apportionment and state tax rates, the state tax rate was lowered to 6.0%, lowering the blended rate to 25.74%. Florida and Arkansas were the main drivers in the tax rate reduction.

During 2020, the Company began filing income tax returns in several new states. To account for the slight increase in state income tax expense due to respective state income tax rates, the Company raised its marginal tax rate from 25.819% to 26.135% for 2020.

Income tax expense decreased $8.4 million, or 8.6%, to $89.3 million for the year ended December 31, 2022, from $97.8 million for 2021. Income tax expense increased $34.5 million, or 54.5%, to $97.8 million for the year ended December 31, 2021, from $63.3 million for 2020. The effective tax rates for the years ended December 31, 2022, 2021 and 2020 were 22.64%, 23.45% and 22.78%, respectively. The Company’s marginal tax rate was 24.6735%, 25.740% and 26.135% for years ended December 31, 2022, 2021 and 2020, respectively.

Financial Condition as of and for the Years Ended December 31, 2022 and 2021

Our total assets as of December 31, 2022 increased $4.83 billion to $22.88 billion from the $18.05 billion reported as of December 31, 2021. The increase in total assets is primarily due to the acquisition of $6.69 billion in total assets, net of purchase accounting adjustments, from Happy during the second quarter of 2022. Cash and cash equivalents decreased $2.93 billion, or 80.14%. Our loan portfolio balance increased $4.57 billion to $14.41 billion as of December 31, 2022, from $9.84 billion as of December 31, 2021. The increase in loans was due to the acquisition of $3.65 billion in loans, net of purchase accounting adjustments, from Happy in the second quarter of 2022 and $242.2 million in marine loans from LendingClub Bank during the first quarter of 2022, as well as $678.6 million in organic loan growth during 2022. Total deposits increased $3.68 billion to $17.94 billion as of December 31, 2022 compared to $14.26 billion as of December 31, 2021. The increase in deposits was primarily due to the acquisition of $5.86 billion in deposits, net of purchase accounting adjustments, from Happy in the second quarter of 2022, partially offset by $2.18 billion in deposit decline during the year. Stockholders’ equity increased $760.6 million to $3.53 billion as of December 31, 2022, compared to $2.77 billion as of December 31, 2021. The increase in stockholders’ equity is primarily associated with the $961.3 million in common stock issued to Happy shareholders for the acquisition of Happy on April 1, 2022 and $305.3 million in net income, which were partially offset by the $315.9 million decrease in accumulated other comprehensive income, $128.4 million of shareholder dividends paid and the repurchase of $70.9 million of our common stock during 2022. The improvement in stockholders’ equity was 27.5% for the year ended December 31, 2022 compared to December 31, 2021.

Our total assets as of December 31, 2021 increased $1.65 billion to $18.05 billion from the $16.40 billion reported as of December 31, 2020. Cash and cash equivalents increased $2.39 billion, or 188.8%. The increase in cash and cash equivalents was due to loan paydowns as well as the significant amount of excess liquidity in the market as a continued result of the COVID-19 pandemic and the accompanying governmental response. Our loan portfolio balance decreased $1.38 billion to $9.84 billion as of December 31, 2021, from $11.22 billion as of December 31, 2020. The decrease in the loan portfolio was due to organic loan decline of $822.2 million and $910.1 million of the Company’s PPP loans being forgiven during 2021, which were partially offset by $347.7 million in new PPP loan originations during 2021. Total deposits increased $1.53 billion to $14.26 billion as of December 31, 2021 compared to $12.73 billion as of December 31, 2020, which was due to customers holding higher deposit balances in response to the COVID-19 pandemic as well as the resulting governmental response to the pandemic. Stockholders’ equity increased $160.0 million to $2.77 billion as of December 31, 2021, compared to $2.61 billion as of December 31, 2020. The increase in stockholders’ equity was primarily associated with the $319.0 million in net income, partially offset by the $33.7 million decrease in accumulated other comprehensive income, $92.1 million of shareholder dividends paid and the repurchase of $44.5 million of our common stock during 2021. The improvement in stockholders’ equity was 6.1% for the year ended December 31, 2021 compared to December 31, 2020.

Loan Portfolio

Our loan portfolio averaged $12.94 billion and $10.38 billion during the years ended December 31, 2022 and 2021, respectively. Loans receivable were $14.41 billion as of December 31, 2022 compared to $9.84 billion as of December 31, 2021, an increase of $4.57 billion, or 46.5%.

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During 2022, the Company experienced an increase of approximately $4.57 billion in loans. The increase in loans was primarily due to the acquisition of $3.65 billion in loans, net of purchase accounting adjustments, from Happy and $242.2 million in marine loans from LendingClub Bank during 2022, as well as $678.6 million in organic loan growth. The $678.6 million in organic loan growth included $352.7 million in loan growth for Centennial CFG and $483.6 million in loan growth within the remaining footprint, partially offset by a $157.7 million decline in PPP loans during 2022.

During 2021, the Company experienced a decline of approximately $1.38 billion in loans compared to 2020. The decrease in the loan portfolio was primarily due to $822.2 million in organic loan decline as well as $562.4 million in PPP loan decline. The $822.2 million in organic loan decline included $385.3 million in loan growth for Centennial CFG, while the remaining footprint experienced $1.20 billion in loan decline during 2021. The $562.4 million in PPP loan decline was the result of $910.1 million of PPP loans being forgiven, partially offset by $347.7 million in new PPP loans during 2021.

The most significant components of the loan portfolio were commercial real estate, residential real estate, consumer and commercial and industrial loans. These loans are generally secured by residential or commercial real estate or business or personal property. Although these loans are primarily originated within our franchises in Arkansas, Florida, Texas, South Alabama and Centennial CFG, the property securing these loans may not physically be located within our market areas of Arkansas, Florida, Texas, Alabama and New York. Loans receivable were approximately $3.09 billion, $3.85 billion, $3.80 billion, $172.9 million, $1.22 billion and $2.27 billion as of December 31, 2022 in Arkansas, Florida, Texas, Alabama, SPF and Centennial CFG, respectively.

As of December 31, 2022, we had $732.6 million of construction/land development loans which were collateralized by land. This consisted of $89.2 million for raw land and $643.4 million for land with commercial and/or residential lots.

Table 8 presents our loans receivable balances by category as of December 31, 2022 and 2021.

Table 8: Loans Receivable

As of December 31,
20222021
(In thousands)
Real estate:
Commercial real estate loans:
Non-farm/non-residential$5,632,063$3,889,284
Construction/land development2,135,2661,850,050
Agricultural346,811130,674
Residential real estate loans:
Residential 1-4 family1,748,5511,274,953
Multifamily residential578,052280,837
Total real estate10,440,7437,425,798
Consumer1,149,896825,519
Commercial and industrial2,349,2631,386,747
Agricultural285,23543,920
Other184,343154,105
Total loans receivable$14,409,480$9,836,089

Commercial Real Estate Loans. We originate non-farm and non-residential loans (primarily secured by commercial real estate), construction/land development loans, and agricultural loans, which are generally secured by real estate located in our market areas. Our commercial mortgage loans are generally collateralized by first liens on real estate and amortized (where defined) over a 15 to 30-year period with balloon payments due at the end of one to five years. These loans are generally underwritten by assessing cash flow (debt service coverage), primary and secondary source of repayment, the financial strength of any guarantor, the strength of the tenant (if any), the borrower’s liquidity and leverage, management experience, ownership structure, economic conditions and industry specific trends and collateral. Generally, we will loan up to 85% of the value of improved property, 65% of the value of raw land and 75% of the value of land to be acquired and developed. A first lien on the property and assignment of lease is required if the collateral is rental property, with second lien positions considered on a case-by-case basis.

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As of December 31, 2022, commercial real estate loans totaled $8.11 billion, or 56.3% of loans receivable, as compared to $5.87 billion, or 59.7% of loans receivable, as of December 31, 2021. Commercial real estate loans originated in our Arkansas, Florida, Texas, Alabama, SPF and Centennial CFG markets were $1.96 billion, $2.49 billion, $2.27 billion, $75.3 million, zero and $1.32 billion at December 31, 2022, respectively.

Residential Real Estate Loans. We originate one to four family, residential mortgage loans generally secured by property located in our primary market areas. Approximately 42.3% and 47.6% of our residential mortgage loans consist of owner occupied 1-4 family properties and non-owner occupied 1-4 family properties (rental), respectively, as of December 31, 2022, with the remaining 10.1% relating to condos and mobile homes. Residential real estate loans generally have a loan-to-value ratio of up to 90%. These loans are underwritten by giving consideration to many factors including the borrower’s ability to pay, stability of employment or source of income, debt-to-income ratio, credit history and loan-to-value ratio.

As of December 31, 2022, residential real estate loans totaled $2.33 billion, or 16.1%, of loans receivable, compared to $1.56 billion, or 15.8% of loans receivable, as of December 31, 2021. Residential real estate loans originated in our franchises in our Arkansas, Florida, Texas, Alabama, SPF and Centennial CFG markets were $447.0 million, $967.7 million, $573.4 million, $43.2 million, zero and $295.3 million at December 31, 2022, respectively.

Consumer Loans. Our consumer loans are composed of secured and unsecured loans originated by our bank, the primary portion of which consists of loans to finance USCG registered high-end sail and power boats within our SPF division The performance of consumer loans will be affected by the local and regional economies as well as the rates of personal bankruptcies, job loss, divorce and other individual-specific characteristics.

As of December 31, 2022, consumer loans totaled $1.15 billion, or 8.0% of loans receivable, compared to $825.5 million, or 8.4% of loans receivable, as of December 31, 2021. Consumer loans originated in our Arkansas, Florida, Texas, Alabama, SPF and Centennial CFG markets were $35.1 million, $8.1 million, $25.2 million, $1.0 million, $1.08 billion and zero at December 31, 2022, respectively.

Commercial and Industrial Loans. Commercial and industrial loans are made for a variety of business purposes, including working capital, inventory, equipment and capital expansion. The terms for commercial loans are generally one to seven years. Commercial loan applications must be supported by current financial information on the borrower and, where appropriate, by adequate collateral. Commercial loans are generally underwritten by addressing cash flow (debt service coverage), primary and secondary sources of repayment, the financial strength of any guarantor, the borrower’s liquidity and leverage, management experience, ownership structure, economic conditions and industry specific trends and collateral. The loan to value ratio depends on the type of collateral. Generally speaking, accounts receivable are financed at between 50% and 80% of accounts receivable less than 60 days past due. Inventory financing will range between 50% and 80% (with no work in process) depending on the borrower and nature of inventory. We require a first lien position for those loans.

As of December 31, 2022, commercial and industrial loans totaled $2.35 billion, or 16.3% of loans receivable, which compared to $1.39 billion, or 14.1% of loans receivable, as of December 31, 2021. Commercial and industrial loans originated in our Arkansas, Florida, Texas, Alabama, SPF and Centennial CFG markets were $494.5 million, $326.3 million, $686.8 million, $49.1 million, $136.4 million and $656.1 million at December 31, 2022, respectively.

Agricultural Loans. Agricultural loans include loans for financing agricultural production, including loans to businesses or individuals engaged in the production of timber, poultry, livestock or crops and are not categorized as part of real estate loans. Our agricultural loans are generally secured by farm machinery, livestock, crops, vehicles or other agricultural-related collateral. A portion of our portfolio of agricultural loans is comprised of loans to individuals which would normally be characterized as consumer loans except for the fact that the individual borrowers are primarily engaged in the production of timber, poultry, livestock or crops.

As of December 31, 2022, agricultural loans totaled $285.2 million, or 2.0% of loans receivable, compared to the $43.9 million, or 0.4% of loans receivable as of December 31, 2021. Agricultural loans originated in our Arkansas, Florida, Texas, Alabama, SPF and Centennial CFG markets were $45.5 million, zero, $239.7 million, zero, zero and zero at December 31, 2022, respectively.

Table 9 presents the distribution of the maturity of our total loans as of December 31, 2022. The table also presents the portion of our loans that have fixed interest rates and interest rates that fluctuate over the life of the loans based on changes in the interest rate environment.

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The loans acquired during our acquisitions accrete interest income through accretion of the difference between the carrying amount of the loans and the expected cash flows. Increases in the credit quality or cash flows of loans (reflected as an adjustment to yield and accreted into income over the weighted-average life of the loans).

Table 9: Maturity Distribution of Loan Portfolio and Interest Rate Detail of Loans Due After One Year

Maturity Distribution of Loan Portfolio
One Year or LessOver One Year Through Five YearsOver Five Years Through Fifteen YearsOver Fifteen YearsTotal Loans Receivable
(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential$964,573$2,945,758$1,387,703$334,029$5,632,063
Construction/land development837,255902,881272,243122,8872,135,266
Agricultural58,922127,918103,62656,345346,811
Residential real estate loans
Residential 1-4 family164,196440,152323,971820,2321,748,551
Multifamily residential177,787282,62188,63529,009578,052
Total real estate2,202,7334,699,3302,176,1781,362,50210,440,743
Consumer22,76342,929234,271849,9331,149,896
Commercial and industrial786,5961,182,899350,56029,2082,349,263
Agricultural205,78862,82915,800818285,235
Other15,888100,92252,54614,987184,343
Total loans receivable$3,233,768$6,088,909$2,829,355$2,257,448$14,409,480
Loans Due After One Year
Predetermined Interest RatesFloating or Adjustable Interest RatesTotal
(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential$2,325,965$2,341,525$4,667,490
Construction/land development274,7411,023,2701,298,011
Agricultural136,384151,505287,889
Residential real estate loans
Residential 1-4 family592,565991,7901,584,355
Multifamily residential158,816241,449400,265
Total real estate3,488,4714,749,5398,238,010
Consumer1,074,95352,1801,127,133
Commercial and industrial569,685992,9821,562,667
Agricultural34,49544,95279,447
Other133,64834,807168,455
Total loans receivable$5,301,252$5,874,460$11,175,712

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Non-Performing Assets

We classify our problem loans into three categories: past due loans, special mention loans and classified loans (accruing and non-accruing).

When management determines that a loan is no longer performing, and that collection of interest appears doubtful, the loan is placed on non-accrual status. Loans that are 90 days past due are placed on non-accrual status unless they are adequately secured and there is reasonable assurance of full collection of both principal and interest. Our management closely monitors all loans that are contractually 90 days past due, treated as “special mention” or otherwise classified or on non-accrual status.

Purchased loans that have experienced more than insignificant credit deterioration since origination are PCD loans. An allowance for credit losses is determined using the same methodology as other loans. For PCD loans not individually analyzed for impairment, the Company develops separate PCD models for each loan segment. The initial allowance for credit losses determined on a collective basis is allocated to individual loans. The sum of the loan’s purchase price and allowance for credit losses becomes its initial amortized cost basis. The difference between the initial amortized cost basis and the par value of the loan is a non-credit discount or premium, which is amortized into interest income over the life of the loan. Subsequent changes to the allowance for credit losses are recorded through the provision for credit losses. The Company held approximately $142.5 million and $448,000 in PCD loans, as of December 31, 2022 and 2021, respectively.

Table 10 sets forth information with respect to our non-performing assets as of December 31, 2022 and 2021. As of these dates, all non-performing restructured loans are included in non-accrual loans.

Table 10: Non-performing Assets

As of December 31,
20222021
(Dollars in thousands)
Non-accrual loans$51,011$47,158
Loans past due 90 days or more (principal or interest payments)9,8453,035
Total non-performing loans60,85650,193
Other non-performing assets
Foreclosed assets held for sale, net5461,630
Other non-performing assets74
Total other non-performing assets6201,630
Total non-performing assets$61,476$51,823
Allowance for credit losses to non-accrual loans567.86%501.96%
Allowance for credit losses to non-performing loans475.99471.61
Non-accrual loans to total loans0.350.48
Non-performing loans to total loans0.420.51
Non-performing assets to total assets0.270.29

Our non-performing loans are comprised of non-accrual loans and accruing loans that are contractually past due 90 days. Our bank subsidiary recognizes income principally on the accrual basis of accounting. When loans are classified as non-accrual, the accrued interest is charged off and no further interest is accrued, unless the credit characteristics of the loan improve. If a loan is determined by management to be uncollectible, the portion of the loan determined to be uncollectible is then charged to the allowance for credit losses.

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Total non-performing loans were $60.9 million as of December 31, 2022, compared to $50.2 million as of December 31, 2021, for an increase of $10.7 million. The $10.7 million increase in non-performing loans is primarily the result of the acquisition of Happy during the second quarter of 2022 which resulted in a $22.2 million increase in non-performing loans attributable to our Texas market and a $788,000 increase in non-performing loans attributable to our SPF market, partially offset by decreases in non-performing loans in our Arkansas, Florida, Alabama and Centennial CFG markets of $5.5 million, $6.3 million, $66,000 and $439,000, respectively. Non-performing loans at December 31, 2022, were $8.4 million, $20.5 million, $22.2 million, $404,000, $2.3 million and $7.1 million in the Arkansas, Florida, Texas, Alabama, SPF and Centennial CFG markets, respectively.

The $7.1 million balance of non-accrual loans for our Centennial CFG market balance of non-accrual loans for our Centennial CFG market consists of two loans that are assessed for credit risk by the Federal Reserve under the Shared National Credit Program. Due to the condition of the two loans, partial charge-offs for a total of $5.4 million were taken on these loans during 2022. The loans are not current on either principal or interest, and we have reversed any interest that had accrued subsequent to the non-accrual date designated by the Federal Reserve. Any interest payments that are received will be applied to the principal balance.

Troubled debt restructurings (“TDRs”) generally occur when a borrower is experiencing, or is expected to experience, financial difficulties in the near term. As a result, we will work with the borrower to prevent further difficulties, and ultimately to improve the likelihood of recovery on the loan. In those circumstances it may be beneficial to restructure the terms of a loan and work with the borrower for the benefit of both parties, versus forcing the property into foreclosure and having to dispose of it in an unfavorable and depressed real estate market. When we have modified the terms of a loan, we usually either reduce the monthly payment and/or interest rate for generally about three to twelve months. For our TDRs that accrue interest at the time the loan is restructured, it would be a rare exception to have charged-off any portion of the loan. As of December 31, 2022, we had $4.1 million of restructured loans that are in compliance with the modified terms and are not reported as past due or non-accrual in Table 10. Our Florida market contains $2.4 million, and our Arkansas market contains $1.7 million of these restructured loans.

A loan modification that might not otherwise be considered may be granted resulting in classification as a TDR. These loans can involve loans remaining on non-accrual, moving to non-accrual, or continuing on an accrual status, depending on the individual facts and circumstances of the borrower. Generally, a non-accrual loan that is restructured remains on non-accrual for a period of six months to demonstrate that the borrower can meet the restructured terms. However, performance prior to the restructuring, or significant events that coincide with the restructuring, are considered in assessing whether the borrower can pay under the new terms and may result in the loan being returned to an accrual status after a shorter performance period. If the borrower’s ability to meet the revised payment schedule is not reasonably assured, the loan will remain in a non-accrual status.

The majority of the Bank’s loan modifications relate to commercial lending and involve reducing the interest rate, changing from a principal and interest payment to interest-only, a lengthening of the amortization period, or a combination of some or all of the three. In addition, it is common for the Bank to seek additional collateral or guarantor support when modifying a loan. At December 31, 2022, the amount of TDRs was $5.7 million, a decrease of 23.7% from $7.5 million at December 31, 2021. As of December 31, 2022 and 2021, 72.3% and 85.7%, respectively, of all restructured loans were performing to the terms of the restructure.

Total foreclosed assets held for sale were $546,000 as of December 31, 2022, compared to $1.6 million as of December 31, 2021 for a decrease of $1.1 million. The foreclosed assets held for sale as of December 31, 2022 are comprised of approximately $120,000 of assets located in Arkansas, $260,000 located in Florida, zero located in Alabama and Centennial CFG and $166,000 located in Texas.

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Table 11 shows the summary of foreclosed assets held for sale as of December 31, 2022 and 2021.

Table 11: Total Foreclosed Assets Held for Sale

December 31
20222021
(In thousands)
Commercial real estate loans
Non-farm/non-residential$118$536
Construction/land development47834
Residential real estate loans
Residential 1-4 family260260
Multifamily residential121
Total foreclosed assets held for sale$546$1,630

A loan is considered impaired when it is probable that we will not receive all amounts due according to the contracted terms of the loans. Impaired loans include non-performing loans (loans past due 90 days or more and non-accrual loans), criticized and/or classified loans with a specific allocation, loans categorized as TDRs and certain other loans identified by management that are still performing (loans included in multiple categories are only included once). As of December 31, 2022, average impaired loans were $297.7 million compared to $289.5 million as of December 31, 2021. As of December 31, 2022 impaired loans were $221.1 million compared to $331.5 million as of December 31, 2021. The amortized cost balance for loans with a specific allocation decreased from $284.0 million to $168.6 million, and the specific allocation for impaired loans decreased by approximately $20.4 million for the period ended December 31, 2022 compared to the period ended December 31, 2021. As of December 31, 2022, our Arkansas, Florida, Texas, Alabama, SPF and Centennial CFG markets accounted for approximately $22.2 million, $125.7 million, $63.4 million, $404,000, $2.3 million and $7.1 million of the impaired loans, respectively.

Past Due and Non-Accrual Loans

Table 12 shows the summary non-accrual loans as of December 31, 2022 and 2021:

Table 12: Total Non-Accrual Loans

As of December 31,
20222021
(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential$12,219$11,923
Construction/land development1,9771,445
Agricultural278897
Residential real estate loans
Residential 1-4 family18,08316,198
Multifamily residential156
Total real estate32,55730,619
Consumer2,8421,648
Commercial and industrial14,92013,875
Agricultural & other6921,016
Total non-accrual loans$51,011$47,158

If the non-accrual loans had been accruing interest in accordance with the original terms of their respective agreements, interest income of approximately $4.0 million for the year ended December 31, 2022, $2.4 million in 2021, and $3.7 million in 2020 would have been recorded. Interest income recognized on the non-accrual loans for the years ended December 31, 2022, 2021 and 2020 was considered immaterial.

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Table 13 shows the summary of accruing past due loans 90 days or more as of December 31, 2022 and 2021:

Table 13: Total Loans Accruing Past Due 90 Days or More

As of December 31,
20222021
(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential$1,844$2,225
Construction/land development31
Residential real estate loans
Residential 1-4 family1,374701
Total real estate3,2492,926
Consumer352
Commercial and industrial6,300107
Other261
Total loans accruing past due 90 days or more$9,845$3,035

Our total loans accruing past due 90 days or more and non-accrual loans to total loans was 0.42% and 0.51% as of December 31, 2022 and 2021, respectively.

Allowance for Credit Losses

Overview. The allowance for credit losses on loans receivable is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the uncollectability of a loan balance is confirmed and expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off.

The Company uses the discounted cash flow (“DCF”) method to estimate expected losses for all of Company’s loan pools. These pools are as follows: construction & land development; other commercial real estate; residential real estate; commercial & industrial; and consumer & other. The loan portfolio pools were selected in order to generally align with the loan categories specified in the quarterly call reports required to be filed with the Federal Financial Institutions Examination Council. For each of these loan pools, the Company generates cash flow projections at the instrument level wherein payment expectations are adjusted for estimated prepayment speed, curtailments, time to recovery, probability of default, and loss given default. The modeling of expected prepayment speeds, curtailment rates, and time to recovery are based on historical internal data. The Company uses regression analysis of historical internal and peer data to determine suitable loss drivers to utilize when modeling lifetime probability of default and loss given default. This analysis also determines how expected probability of default and loss given default will react to forecasted levels of the loss drivers.

For all DCF models, management has determined that four quarters represents a reasonable and supportable forecast period and reverts to a historical loss rate over four quarters on a straight-line basis. Management leverages economic projections from a reputable and independent third party to inform its loss driver forecasts over the four-quarter forecast period. Other internal and external indicators of economic forecasts are also considered by management when developing the forecast metrics.

Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level, or term as well as for changes in environmental conditions, such as changes in the national unemployment rate, gross domestic product, national retail sales index, housing price indices and rental vacancy rate index.

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The allowance for credit losses is measured based on call report segment as these types of loan exhibit similar risk characteristics. The identified loan segments are as follows:

•1-4 family construction

•All other construction

•1-4 family revolving home equity lines of credit (“HELOC”) & junior liens

•1-4 family senior liens

•Multifamily

•Owner occupies commercial real estate

•Non-owner occupied commercial real estate

•Commercial & industrial, agricultural, non-depository financial institutions, purchase/carry securities, other

•Consumer auto

•Other consumer

•Other consumer - SPF

The combination of adjustments for credit expectations (default and loss) and time expectations prepayment, curtailment, and time to recovery) produces an expected cash flow stream at the instrument level. Instrument effective yield is calculated, net of the impacts of prepayment assumptions, and the instrument expected cash flows are then discounted at that effective yield to produce an instrument-level net present value of expected cash flows (“NPV”). An allowance for credit loss is established for the difference between the instrument’s NPV and amortized cost basis.

The allowance for credit losses for each segment is measured through the use of the discounted cash flow method. Loans evaluated individually that are considered to be impaired are not included in the collective evaluation. For those loans that are classified as impaired, an allowance is established when the discounted cash flows, collateral value or observable market price of the impaired loan is lower than the carrying value of that loan. For loans for which a specific reserve is not recorded, an allowance is recorded based on the loss rate for the respective pool within the collective evaluation if a specific reserve is not recorded.

Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals, and modifications unless either of the following applies:

•Management has a reasonable expectation at the reporting date that troubled debt restructuring will be executed with an individual borrower.

•The extension or renewal options are included in the original or modified contract at the reporting date and are not unconditionally cancellable by the Company.

Management qualitatively adjusts model results for risk factors that are not considered within our modeling processes but are nonetheless relevant in assessing the expected credit losses within our loan pools. These Q-Factors and other qualitative adjustments may increase or decrease management's estimate of expected credit losses by a calculated percentage or amount based upon the estimated level of risk. The various risks that may be considered in making Q-Factor and other qualitative adjustments include, among other things, the impact of (i) changes in lending policies, procedures and strategies; (ii) changes in nature and volume of the portfolio; (iii) staff experience; (iv) changes in volume and trends in classified loans, delinquencies and nonaccruals; (v) concentration risk; (vi) trends in underlying collateral values; (vii) external factors such as competition, legal and regulatory environment; (viii) changes in the quality of the loan review system and (ix) economic conditions.

Loans considered impaired, according to ASC 326, are loans for which, based on current information and events, it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement. The aggregate amount of impairment of loans is utilized in evaluating the adequacy of the allowance for credit losses and amount of provisions thereto. Losses on impaired loans are charged against the allowance for credit losses when in the process of collection, it appears likely that such losses will be realized. The accrual of interest on impaired loans is discontinued when, in management’s opinion the collection of interest is doubtful or generally when loans are 90 days or more past due. When accrual of interest is discontinued, all unpaid accrued interest is reversed. Interest income is subsequently recognized only to the extent cash payments are received in excess of principal due. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

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Loans are placed on non-accrual status when management believes that the borrower’s financial condition, after giving consideration to economic and business conditions and collection efforts, is such that collection of interest is doubtful, or generally when loans are 90 days or more past due. Loans are charged against the allowance for credit losses when management believes that the collectability of the principal is unlikely. Accrued interest related to non-accrual loans is generally charged against the allowance for credit losses when accrued in prior years and reversed from interest income if accrued in the current year. Interest income on non-accrual loans may be recognized to the extent cash payments are received, although the majority of payments received are usually applied to principal. Non-accrual loans are generally returned to accrual status when principal and interest payments are less than 90 days past due, the customer has made required payments for at least six months, and we reasonably expect to collect all principal and interest.

Acquisition Accounting and Acquired Loans. We account for our acquisitions under FASB ASC Topic 805, Business Combinations, which requires the use of the acquisition method of accounting. All identifiable assets acquired, including loans, and liabilities assumed are recorded at fair value. In accordance with ASC 326, the Company records both a discount and an allowance for credit losses on acquired loans. All purchased loans are recorded at fair value in accordance with the fair value methodology prescribed in FASB ASC Topic 820, Fair Value Measurements. The fair value estimates associated with the loans include estimates related to expected prepayments and the amount and timing of undiscounted expected principal, interest and other cash flows.

Purchased loans that have experienced more than insignificant credit deterioration since origination are PCD loans. An allowance for credit losses is determined using the same methodology as other loans. For PCD loans not individually analyzed for impairment, the Company develops separate PCD models for each loan segment. The initial allowance for credit losses determined on a collective basis is allocated to individual loans. The sum of the loan’s purchase price and allowance for credit losses becomes its initial amortized cost basis. The difference between the initial amortized cost basis and the par value of the loan is a non-credit discount or premium, which is amortized into interest income over the life of the loan. Subsequent changes to the allowance for credit losses are recorded through the provision for credit losses.

Allowance for Credit Losses on Off-Balance Sheet Credit Exposures. The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit unless that obligation is unconditionally cancellable by the Company. The allowance for credit losses on off-balance sheet credit exposures is adjusted as a provision for credit loss expense. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life.

Specific Allocations. As a general rule, if a specific allocation is warranted, it is the result of an analysis of a previously classified credit or relationship. Typically, when it becomes evident through the payment history or a financial statement review that a loan or relationship is no longer supported by the cash flows of the asset and/or borrower and has become collateral dependent, we will use appraisals or other collateral analysis to determine if collateral impairment has occurred. The amount or likelihood of loss on this credit may not yet be evident, so a charge-off would not be prudent. However, if the analysis indicates that an impairment has occurred, then a specific allocation will be determined for this loan. If our existing appraisal is outdated or the collateral has been subject to significant market changes, we will obtain a new appraisal for this impairment analysis. Cash flow available to service debt was used for the other impaired loans. This analysis is performed each quarter in connection with the preparation of the analysis of the adequacy of the allowance for credit losses, and if necessary, adjustments are made to the specific allocation provided for a particular loan.

For collateral dependent loans, we do not consider an appraisal outdated simply due to the passage of time. However, if an appraisal is older than 13 months and if market or other conditions have deteriorated and we believe that the current market value of the property is not within approximately 20% of the appraised value, we will consider the appraisal outdated and order either a new appraisal or an internal validation report for the impairment analysis. The recognition of any provision or related charge-off on a collateral dependent loan is either through annual credit analysis or, many times, when the relationship becomes delinquent. If the borrower is not current, we will update our credit and cash flow analysis to determine the borrower's repayment ability. If we determine this ability does not exist and it appears that the collection of the entire principal and interest is not likely, then the loan could be placed on non-accrual status. In any case, loans are classified as non-accrual no later than 105 days past due. If the loan requires a quarterly impairment analysis, this analysis is completed in conjunction with the completion of the analysis of the adequacy of the allowance for credit losses. Any exposure identified through the impairment analysis is shown as a specific reserve on the individual impairment. If it is determined that a new appraisal or internal validation report is required, it is ordered and will be taken into consideration during completion of the next impairment analysis.

In estimating the net realizable value of the collateral, management may deem it appropriate to discount the appraisal based on the applicable circumstances. In such case, the amount charged off may result in loan principal outstanding being below fair value as presented in the appraisal.

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Between the receipt of the original appraisal and the updated appraisal, we monitor the loan's repayment history. If the loan is $3.0 million or greater or the total loan relationship is $5.0 million or greater, our policy requires an annual credit review. Our policy requires financial statements from the borrowers and guarantors at least annually. In addition, we calculate the global repayment ability of the borrower/guarantors at least annually.

As a general rule, when it becomes evident that the full principal and accrued interest of a loan may not be collected, or by law at 105 days past due, we will reflect that loan as non-performing. It will remain non-performing until it performs in a manner that it is reasonable to expect that we will collect the full principal and accrued interest.

When the amount or likelihood of a loss on a loan has been determined, a charge-off should be taken in the period it is determined. If a partial charge-off occurs, the quarterly impairment analysis will determine if the loan is still impaired, and thus continues to require a specific allocation.

The Company had $221.1 million and $331.5 million in collateral-dependent impaired loans for the periods ended December 31, 2022 and 2021, respectively.

Loans Collectively Evaluated for Impairment. Loans receivable collectively evaluated for impairment increased by approximately $4.65 billion from $9.54 billion at December 31, 2021 to $14.19 billion at December 31, 2022. The percentage of the allowance for credit losses allocated to loans receivable collectively evaluated for impairment to the total loans collectively evaluated for impairment decreased from 1.94% at December 31, 2021 to 1.82% at December 31, 2022.

Charge-offs and Recoveries. Total charge-offs increased to $17.3 million for the year ended December 31, 2022, compared to $11.7 million for the year ended December 31, 2021. Total recoveries increased to $3.2 million for the year ended December 31, 2022, compared to $2.9 million for the same period in 2021.

Net loans charged off for the years ended December 31, 2022 and 2021 were $14.0 million and $8.8 million, respectively. For the years ended December 31, 2022 and 2021, approximately $1.4 million and $3.1 million, respectively, of the net charge-offs were from our Arkansas market. For the years ended December 31, 2022 and 2021, approximately $4.5 million and $5.3 million, respectively, of the net charge-offs were from our Florida market. For the years ended December 31, 2022 and 2021, approximately $5.4 million and zero, respectively, of the net charge-offs were from our Texas market. Approximately $55,000 and $17,000 related to net charge-offs for the years ended December 31, 2022 and 2021, respectively, on loans in our Alabama market. For the years ended December 31, 2022 and 2021, approximately $290,000 and $401,000 of the net charge-offs were from our SPF market. For the years ended December 31, 2022 and 2021, approximately $2.3 million and zero, respectively, of the net charge-offs were from our Centennial CFG market.

While the 2022 charge-offs and recoveries consisted of many relationships, there were three individual relationships consisting of charge-offs greater than $1.0 million. The first was a $4.0 million charge-off for a commercial and industrial loan in our Florida market. The second was a $3.6 million charge-off for a commercial and industrial loan in our New York market, and the third was a $1.5 million charge-off for a commercial and industrial loan in our New York market.

For the year ended December 31, 2021, there were two individual relationships consisting of charge-offs greater than $1.0 million. The first was a $3.8 million charge-off for a commercial and industrial loan in our Florida market. The second was a $1.9 million charge-off for a commercial and industrial loan in our Arkansas market.

We have not charged off an amount less than what was determined to be the fair value of the collateral as presented in the appraisal, less estimated costs to sell (for collateral dependent loans), for any period presented. Loans partially charged-off are placed on non-accrual status until it is proven that the borrower's repayment ability with respect to the remaining principal balance can be reasonably assured. This is usually established over a period of 6-12 months of timely payment performance.

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Table 14 shows the allowance for credit losses, charge-offs and recoveries for loans as of and for the years ended December 31, 2022 and 2021.

Table 14: Analysis of Allowance for Credit Losses

As of December 31,
20222021
(Dollars in thousands)
Balance, beginning of year$236,714$245,473
Allowance for credit losses on acquired PCD loans16,816
Loans charged off
Real estate:
Commercial real estate loans:
Non-farm/non-residential604
Construction/land development1
Agricultural42
Residential real estate loans:
Residential 1-4 family410545
Multifamily residential36
Total real estate4471,191
Consumer2,332458
Commercial and industrial9,7738,242
Other4,7151,770
Total loans charged off17,26711,661
Recoveries of loans previously charged off
Real estate:
Commercial real estate loans:
Non-farm/non-residential967785
Construction/land development40558
Residential real estate loans:
Residential 1-4 family118680
Multifamily residential13
Total real estate1,4911,526
Consumer14370
Commercial and industrial780591
Other822715
Total recoveries3,2362,902
Net loans charged off (recovered)14,0318,759
Provision for credit loss - loans5,000
Provision for credit loss - acquired loans45,170
Balance, end of year$289,669$236,714
Net charge-offs (recoveries) to average loans receivable0.11%0.08%
Allowance for credit losses to total loans2.012.41
Allowance for credit losses to net charge-offs (recoveries)2,064.492,702.52

Net charge-offs to average loans receivable were 0.11% and 0.08% as of December 31, 2022 and 2021, respectively. The low level of charge-offs for the year emphasize the Company's strong asset quality, and additional disclosure of net charge-offs to average loans outstanding by loan category is not considered necessary.

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Table 15 presents the allocation of allowance for credit losses as of December 31, 2022 and 2021.

Table 15: Allocation of Allowance for Credit Losses

December 31, 2022
20222021
Allowance Amount% ofloans(1)Allowance Amount% ofloans(1)
(Dollars in thousands)
Real estate:
Commercial real estate loans:
Non-farm/non- residential$92,19739.1%$86,91039.5%
Construction/land development32,24314.828,41518.8
Agricultural residential real estate loans:1,6512.43081.3
Residential real estate loans:
Residential 1-4 family45,31212.145,36413.0
Multifamily residential5,6514.03,0942.9
Total real estate177,05472.4164,09175.5
Consumer20,9078.016,6128.4
Commercial and industrial88,13116.352,91014.1
Agricultural1,2232.01520.4
Other2,3541.32,9491.6
Total$289,669100.0%$236,714100.0%

(1)Percentage of loans in each category to total loans receivable.

Investment Securities

Our securities portfolio is the second largest component of earning assets and provides a significant source of revenue. Securities within the portfolio are classified as held-to-maturity, available-for-sale, or trading based on the intent and objective of the investment and the ability to hold to maturity. Fair values of securities are based on quoted market prices where available. If quoted market prices are not available, estimated fair values are based on quoted market prices of comparable securities. The estimated effective duration of our securities portfolio was 5.0 years as of December 31, 2022.

Securities held-to-maturity, which include any security for which we have the positive intent and ability to hold until maturity, are reported at historical cost adjusted for amortization of premiums and accretion of discounts. Premiums and discounts are amortized/accreted to the call date to interest income using the constant effective yield method over the estimated life of the security. As of December 31, 2022, we had $1.29 billion of held-to-maturity securities. We had no held-to-maturity securities as of December 31, 2021. As of December 31, 2022, $1.11 billion, or 86.2%, were invested in obligations of state and political subdivisions, $43.0 million, or 3.3%, were invested in obligations of U.S. Government-sponsored enterprises and $135.0 million, or 10.5%, were invested in mortgage-backed securities. The U.S. government-sponsored enterprises and mortgage-backed securities are guaranteed by the U.S. government.

Securities available-for-sale are reported at fair value with unrealized holding gains and losses reported as a separate component of stockholders’ equity as other comprehensive income. Securities that are held as available-for-sale are used as a part of our asset/liability management strategy. Securities that may be sold in response to interest rate changes, changes in prepayment risk, the need to increase regulatory capital, and other similar factors are classified as available-for-sale. Available-for-sale securities were $4.04 billion and $3.12 billion as of December 31, 2022 and 2021, respectively.

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As of December 31, 2022, $1.86 billion, or 46.1%, of our available-for-sale securities were invested in mortgage-backed securities, compared to $1.54 billion, or 49.3%, of our available-for-sale securities as of December 31, 2021. To reduce our income tax burden, $906.3 million, or 22.4%, of our available-for-sale securities portfolio as of December 31, 2022, was primarily invested in tax-exempt obligations of state and political subdivisions, compared to $997.0 million, or 32.0%, of our available-for-sale securities as of December 31, 2021. We had $661.8 million, or 16.4%, invested in obligations of U.S. Government-sponsored enterprises as of December 31, 2022, compared to $433.0 million, or 13.9%, of our available-for-sale securities as of December 31, 2021. Also, we had approximately $608.9 million, or 15.1%, invested in other securities as of December 31, 2022, compared to $151.9 million, or 4.9%, of our available-for-sale securities as of December 31, 2021.

The Company evaluates all securities quarterly to determine if any securities in a loss position require a provision for credit losses in accordance with ASC 326. The Company first assesses whether it intends to sell or is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For securities that do not meet this criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost, changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has been recorded through an allowance for credit losses is recognized in other comprehensive income. Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the allowance when management believes the uncollectability of a security is confirmed or when either of the criteria regarding intent or requirement to sell is met.

The Company recorded a $2.0 million provision for credit losses on the held-to-maturity investment securities during the second quarter of 2022 as a result of the investment securities acquired as part of the Happy acquisition. Of the Company's held-to-maturity securities, $1.11 billion, or 86.2% are municipal securities. To estimate the necessary loss provision, the Company utilized historical default and recovery rates of the municipal bond sector and applied these rates using a pooling method. The remainder of investments classified as held-to-maturity are U.S. government-sponsored enterprises and mortgage-backed securities all of which are guaranteed by the U.S. government. Due to the inherent low risk in these U.S. government guaranteed securities, no provision for credit loss was established on this portion of the portfolio.

At December 31, 2022, the Company determined that the allowance for credit losses of $842,000, resulting from economic uncertainty, was adequate for the available-for-sale investment portfolio, and the allowance for credit losses for the held-to-maturity portfolio was also considered adequate. No additional provision for credit losses was considered necessary for the investment portfolio.

Table 16 presents the carrying value and fair value of available-for-sale and held-to-maturity investment securities as of December 31, 2022 and 2021.

Table 16: Investment Securities

December 31, 2022
Amortized CostAllowance for Credit LossesNet Carrying AmountGross Unrealized GainsGross Unrealized LossesFair Value
(In thousands)
Available-for-sale
U.S. government-sponsored enterprises$682,316$$682,316$2,713$(23,209)$661,820
Residential mortgage-backed securities1,759,0251,759,02571(211,453)1,547,643
Commercial mortgage-backed securities339,206339,206(22,254)316,952
State and political subdivisions1,021,188(842)1,020,3461,649(115,698)906,297
Other securities643,885643,885346(35,353)608,878
Total$4,445,620$(842)$4,444,778$4,779$(407,967)$4,041,590

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December 31, 2022
Amortized CostAllowance for Credit LossesNet Carrying AmountGross Unrealized GainsGross Unrealized LossesFair Value
(In thousands)
Held-to-maturity
U.S. government-sponsored enterprises$43,017$$43,017$$(3,349)$39,668
Residential mortgage-backed securities49,08849,08824(1,205)47,907
Commercial mortgage-backed securities85,91285,912107(2,551)83,468
State and political subdivisions1,111,693(2,005)1,109,68865(154,650)955,103
Other securities
Total$1,289,710$(2,005)$1,287,705$196$(161,755)$1,126,146
December 31, 2021
Amortized CostAllowance for Credit LossesNet Carrying AmountGross Unrealized GainsGross Unrealized LossesFair Value
(In thousands)
Available-for-sale
U.S. government-sponsored enterprises$433,829$$433,829$2,375$(3,225)$432,979
Residential mortgage-backed securities1,175,1851,175,1854,085(18,551)1,160,719
Commercial mortgage-backed securities372,702372,7026,521(1,968)377,255
State and political subdivisions973,318(842)972,47626,296(1,794)996,978
Other securities151,449151,4491,781(1,354)151,876
Total$3,106,483$(842)$3,105,641$41,058$(26,892)$3,119,807

Table 17 reflects the amortized cost and estimated fair value of available-for-sale and held-to-maturity securities as of December 31, 2022 and 2021, by contractual maturity as well as the weighted-average yields (for tax-exempt obligations on a fully taxable equivalent basis) of those securities by contractual maturity. Expected maturities could differ from contractual maturities because borrowers may have the right to call or prepay obligations, with or without call or prepayment penalties.

Table 17: Maturity and Yield Distribution of Investment Securities

December 31, 2022
1 Year or Less1 Year Through 5 Years5 Years Through 10 YearsOver 10 YearsMonthly Amortizing SecuritiesTotal Amortized CostTotal Fair Value
(Dollars in thousands)
Available-for-sale
U.S. Government-sponsored enterprises$254,833$99,132$198,888$129,463$$682,316$661,820
State and political subdivisions3,80825,231108,082884,0671,021,188906,297
Residential mortgage-backed securities1,759,0251,759,0251,547,643
Commercial mortgage-backed securities339,206339,206316,952
Other securities6,99952,014169,335414,0361,501643,885608,878
Total$265,640$176,377$476,305$1,427,566$2,099,732$4,445,620$4,041,590
Percentage of total amortized cost6.0%4.0%10.7%32.1%47.2%100.0%

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December 31, 2022
1 Year or Less1 Year Through 5 Years5 Years Through 10 YearsOver 10 YearsMonthly Amortizing SecuritiesTotal Amortized CostTotal Fair Value
(Dollars in thousands)
Held-to-maturity
U.S. Government-sponsored enterprises$$$43,017$$$43,017$39,668
State and political subdivisions4,782173,165933,7461,111,693955,103
Residential mortgage-backed securities49,08849,08847,907
Commercial mortgage-backed securities85,91285,91283,468
Total$$4,782$216,182$933,746$135,000$1,289,710$1,126,146
Percentage of total amortized cost%0.4%16.8%72.4%10.4%100.0%
December 31, 2022
1 Year or Less1 Year Through 5 Years5 Years Through 10 YearsOver 10 YearsMonthly Amortizing SecuritiesTax Equivalent Yield
(Dollars in thousands)
Available-for-sale
U.S. Government-sponsored enterprises2.97%2.03%2.69%3.64%%2.88%
State and political subdivisions4.353.462.992.842.88
Residential mortgage-backed securities2.482.48
Commercial mortgage-backed securities3.043.04
Other securities5.644.583.815.342.604.13
Held-to-maturity
U.S. Government-sponsored enterprises3.043.04
State and political subdivisions3.173.253.583.53
Residential mortgage-backed securities4.494.49
Commercial mortgage-backed securities4.104.10
Other securities
December 31, 2021
1 Year or Less1 Year Through 5 Years5 Years Through 10 YearsOver 10 YearsMonthly Amortizing SecuritiesTotal Amortized CostTotal Fair Value
(Dollars in thousands)
Available-for-sale
U.S. Government-sponsored enterprises$6,285$53,108$219,569$154,867$$433,829$432,979
State and political subdivisions1,71027,73287,127856,749973,318996,978
Residential mortgage-backed securities1,175,1851,175,1851,160,719
Commercial mortgage-backed securities372,702372,702377,255
Other securities4715,12174,83759,4442,000151,449151,876
Total$8,042$95,961$381,533$1,071,060$1,549,887$3,106,483$3,119,807
Percentage of total amortized cost0.3%3.1%12.3%34.5%49.8%100.0%

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December 31, 2021
1 Year or Less1 Year Through 5 Years5 Years Through 10 YearsOver 10 YearsMonthly Amortizing SecuritiesTax Equivalent Yield
(Dollars in thousands)
Available-for-sale
U.S. Government-sponsored enterprises1.99%1.13%1.07%0.81%%0.99%
State and political subdivisions4.323.752.832.732.77
Residential mortgage-backed securities1.391.39
Commercial mortgage-backed securities1.971.97
Other securities1.544.423.401.921.032.91

The weighted average tax-equivalent yield is calculated by multiplying the carried book value by the tax-equivalent yield for each security and is then grouped by investment type and maturity. Tax-exempt obligations have been computed on a tax-equivalent basis. Taxable-equivalent adjustments are the result of increasing income from tax-free investments by an amount equal to the taxes that would be paid if the income were fully taxable, thus making tax-exempt yields comparable to taxable asset yields. Taxable equivalent adjustments were based upon 24.6735% and 25.74% income tax rates for 2022 and 2021, respectively. In 2022, $28.4 million of interest income on debt securities was excluded from Federal taxation, and $12.3 million was excluded from state taxation. In 2021, $19.6 million of interest income on debt securities was excluded from Federal taxation, and $6.1 million was excluded from state taxation.

Deposits

Our deposits averaged $17.93 billion for the year ended December 31, 2022 and $13.73 billion for 2021. Total deposits increased $3.68 billion, or 25.8%, to $17.94 billion as of December 31, 2022, from $14.26 billion as of December 31, 2021. Uninsured deposits including related interest accrued and unpaid were $9.06 billion as of December 31, 2022 compared to $5.66 billion as of December 31, 2021. Deposits are our primary source of funds. We offer a variety of products designed to attract and retain deposit customers. Those products consist of checking accounts, regular savings deposits, NOW accounts, money market accounts and certificates of deposit. Deposits are gathered from individuals, partnerships and corporations in our market areas. In addition, we obtain deposits from state and local entities and, to a lesser extent, U.S. Government and other depository institutions.

Our policy also permits the acceptance of brokered deposits. From time to time, when appropriate in order to fund strong loan demand, we accept brokered time deposits, generally in denominations of less than $250,000, from a regional brokerage firm, and other national brokerage networks. We also participate in the One-Way Buy Insured Cash Sweep (“ICS”) service and similar services, which provide for one-way buy transactions among banks for the purpose of purchasing cost-effective floating-rate funding without collateralization or stock purchase requirements. Management believes these sources represent a reliable and cost-efficient alternative funding source for the Company. However, to the extent that our condition or reputation deteriorates, or to the extent that there are significant changes in market interest rates which we do not elect to match, we may experience an outflow of brokered deposits. In that event we would be required to obtain alternate sources for funding.

Table 18 reflects the classification of the brokered deposits as of December 31, 2022 and 2021.

Table 18: Brokered Deposits

December 31, 2022December 31, 2021
(In thousands)
Time Deposits$$
Insured Cash Sweep and Other Transaction Accounts476,630625,704
Total Brokered Deposits$476,630$625,704

The interest rates paid are competitively priced for each particular deposit product and structured to meet our funding requirements. We will continue to manage interest expense through deposit pricing. We may allow higher rate deposits to run off during periods of limited loan demand. We believe that additional funds can be attracted, and deposit growth can be realized through deposit pricing if we experience increased loan demand or other liquidity needs.

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The Federal Reserve Board sets various benchmark rates, including the Federal Funds rate, and thereby influences the general market rates of interest, including the deposit and loan rates offered by financial institutions. In 2020, the Federal Reserve lowered the target rate to 0.00% to 0.25%. This remained in effect throughout all of 2021. The Federal Reserve increased the target rate seven times during 2022. First, on March 16, 2022, the target rate was increased to 0.25% to 0.50%. Second, on May 4, 2022, the target rate was increased to 0.75% to 1.00%. Third, on June 15, 2022, the target rate was increased to 1.50% to 1.75%. Fourth, on July 27, 2022, the target rate was increased to 2.25% to 2.50%. Fifth, on September 21, 2022, the target rate was increased to 3.00% to 3.25%. Sixth, on November 2, 2022, the target rate was increased to 3.75% to 4.00%. Seventh, on December 14, 2022, the target rate was increased to 4.25% to 4.50%. The Federal Reserve increased the target rate to 4.50% to 4.75% on February 1, 2023.

Table 19 reflects the classification of the average deposits and the average rate paid on each deposit category which is in excess of 10 percent of average total deposits, for the years ended December 31, 2022, 2021, and 2020.

Table 19: Average Deposit Balances and Rates

Years Ended December 31,
202220212020
Average AmountAverage Rate PaidAverage AmountAverage Rate PaidAverage AmountAverage Rate Paid
(Dollars in thousands)
Non-interest-bearing transaction accounts$5,378,906%$3,924,341%$2,998,560%
Interest-bearing transaction accounts10,146,5370.777,846,6180.206,978,8390.50
Savings deposits1,374,2440.22869,3860.06707,7820.13
Time deposits:
$100,000 or more631,2760.53728,8451.001,346,0631.70
Other time deposits402,1550.39359,0300.47410,0751.02
Total$17,933,1180.48%$13,728,2200.18%$12,441,3190.51%

Table 20 presents our maturities of time deposits as of December 31, 2022 and December 31, 2021.

Table 20: Maturities of Time Deposits

As of December 31,
20222021
InsuredUninsuredTotalInsuredUninsuredTotal
(Dollars in thousands)
Maturing
Three months or less$221,967$83,734$305,701$175,573$90,140$265,713
Over three months to six months144,93648,234193,170111,17855,090166,268
Over six months to 12 months232,475123,856356,331174,13695,801269,937
Over 12 months129,90958,123188,032108,69170,278178,969
Total$729,287$313,947$1,043,234$569,578$311,309$880,887

Securities Sold Under Agreements to Repurchase

We enter into short-term purchases of securities under agreements to resell (resale agreements) and sales of securities under agreements to repurchase (repurchase agreements) of substantially identical securities. The amounts advanced under resale agreements and the amounts borrowed under repurchase agreements are carried on the balance sheet at the amount advanced. Interest incurred on repurchase agreements is reported as interest expense. Securities sold under agreements to repurchase decreased $9.7 million, or 6.9%, from $140.9 million as of December 31, 2021 to $131.1 million as of December 31, 2022.

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FHLB and Other Borrowed Funds

The Company’s FHLB borrowed funds, which are secured by our loan portfolio, were $650.0 million and $400.0 million at December 31, 2022 and 2021, respectively. The Company had no other borrowed funds as of December 31, 2022 or December 31, 2021. At December 31, 2022, $50.0 million and $600.0 million of the outstanding balance were classified as short-term and long-term advances, respectively. At December 31, 2021, the entire $400.0 million balance was classified as long term advances. The FHLB advances mature from 2023 to 2033 with fixed interest rates ranging from 2.26% to 4.84% and are secured by loans and investments securities. Expected maturities could differ from contractual maturities because the FHLB has have the right to call or the Company has the right to prepay certain obligations.

Subordinated Debentures

Subordinated debentures, which consist of subordinated debt securities and guaranteed payments on trust preferred securities, were $440.4 million and $371.1 million as of December 31, 2022 and 2021, respectively.

On April 1, 2022, the Company acquired $23.2 million in trust preferred securities from Happy which were currently callable without penalty based on the terms of the specific agreements. During the second and third quarters of 2022, the Company redeemed, without penalty, the $23.2 million of the trust preferred securities acquired from Happy. In addition, during the second and third quarters, the Company also redeemed, without penalty, the $73.3 million of trust preferred securities held prior to the Happy acquisition. As a result, the Company no longer holds any trust preferred securities as of December 31, 2022.

On April 1, 2022, the Company acquired $140.0 million in aggregate principal amount of 5.500% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “2030 Notes”) from Happy, and the Company recorded approximately $144.4 million which included fair value adjustments.. The 2030 Notes are unsecured, subordinated debt obligations of the Company and will mature on July 31, 2030. From and including the date of issuance to, but excluding July 31, 2025 or the date of earlier redemption, the 2030 Notes will bear interest at an initial rate of 5.50% per annum, payable in arrears on January 31 and July 31 of each year. From and including July 31, 2025 to, but excluding, the maturity date or earlier redemption, the 2030 Notes will bear interest at a floating rate equal to the Benchmark rate (which is expected to be 3-month Secured Overnight Funding Rate (SOFR)), each as defined in and subject to the provisions of the applicable supplemental indenture for the 2030 Notes, plus 5.345%, payable quarterly in arrears on January 31, April 30, July 31, and October 31 of each year, commencing on October 31, 2025.

The Company may, beginning with the interest payment date of July 31, 2025, and on any interest payment date thereafter, redeem the 2030 Notes, in whole or in part, subject to prior approval of the Federal Reserve if then required, at a redemption price equal to 100% of the principal amount of the 2030 Notes to be redeemed plus accrued and unpaid interest to but excluding the date of redemption. The Company may also redeem the 2030 Notes at any time, including prior to July 31, 2025, at the Company’s option, in whole but not in part, subject to prior approval of the Federal Reserve if then required, if certain events occur that could impact the Company’s ability to deduct interest payable on the 2030 Notes for U.S. federal income tax purposes or preclude the 2030 Notes from being recognized as Tier 2 capital for regulatory capital purposes, or if the Company is required to register as an investment company under the Investment Company Act of 1940, as amended. In each case, the redemption would be at a redemption price equal to 100% of the principal amount of the 2030 Notes plus any accrued and unpaid interest to, but excluding, the redemption date.

On January 18, 2022, the Company completed an underwritten public offering of $300.0 million in aggregate principal amount of its 3.125% Fixed-to-Floating Rate Subordinated Notes due 2032 (the “2032 Notes”) for net proceeds, after underwriting discounts and issuance costs, of approximately $296.4 million. The 2032 Notes are unsecured, subordinated debt obligations of the Company and will mature on January 30, 2032. From and including the date of issuance to, but excluding January 30, 2027 or the date of earlier redemption, the 2032 Notes will bear interest at an initial rate of 3.125% per annum, payable in arrears on January 30 and July 30 of each year. From and including January 30, 2027 to, but excluding the maturity date or earlier redemption, the 2032 Notes will bear interest at a floating rate equal to the Benchmark rate (which is expected to be Three-Month Term SOFR), each as defined in and subject to the provisions of the applicable supplemental indenture for the 2032 Notes, plus 182 basis points, payable quarterly in arrears on January 30, April 30, July 30, and October 30 of each year, commencing on April 30, 2027.

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The Company may, beginning with the interest payment date of January 30, 2027, and on any interest payment date thereafter, redeem the 2032 Notes, in whole or in part, subject to prior approval of the Federal Reserve if then required, at a redemption price equal to 100% of the principal amount of the 2032 Notes to be redeemed plus accrued and unpaid interest to but excluding the date of redemption. The Company may also redeem the 2032 Notes at any time, including prior to January 30, 2027, at the Company’s option, in whole but not in part, subject to prior approval of the Federal Reserve if then required, if certain events occur that could impact the Company’s ability to deduct interest payable on the 2032 Notes for U.S. federal income tax purposes or preclude the 2032 Notes from being recognized as Tier 2 capital for regulatory capital purposes, or if the Company is required to register as an investment company under the Investment Company Act of 1940, as amended. In each case, the redemption would be at a redemption price equal to 100% of the principal amount of the 2032 Notes plus any accrued and unpaid interest to, but excluding, the redemption date.

On April 3, 2017, the Company completed an underwritten public offering of $300.0 million in aggregate principal amount of its 5.625% Fixed-to-Floating Rate Subordinated Notes due 2027 (the “2027 Notes”) for net proceeds, after underwriting discounts and issuance costs, of approximately $297.0 million. The 2027 Notes were unsecured, subordinated debt obligations and would have matured on April 15, 2027. From and including the date of issuance to, but excluding April 15, 2022, the 2027 Notes bore interest at an initial rate of 5.625% per annum. From and including April 15, 2022 to, but excluding the maturity date or earlier redemption, the 2027 Notes were to bear interest at a floating rate equal to three-month LIBOR as calculated on each applicable date of determination plus a spread of 3.575%; provided, however, that in the event three-month LIBOR was less than zero, then three-month LIBOR would have been deemed to be zero.

The Company, beginning with the interest payment date of April 15, 2022, and on any interest payment date thereafter, was permitted to redeem the 2027 Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the 2027 Notes to be redeemed plus accrued and unpaid interest to but excluding the date of redemption. On April 15, 2022, the Company completed the payoff of the 2027 Notes in aggregate principal amount of $300.0 million. Each 2027 Note was redeemed pursuant to the terms of the Subordinated Indenture, as supplemented by the First Supplemental Indenture, each dated as of April 3, 2017, between the Company and U.S. Bank Trust Company, National Association, the Trustee for the 2027 Notes, at the redemption price of 100% of its principal amount, plus accrued and unpaid interest to, but excluding, the redemption date.

Stockholders’ Equity

Stockholders’ equity increased $760.6 million to $3.53 billion as of December 31, 2022, compared to $2.77 billion as of December 31, 2021. The increase in stockholders’ equity is primarily associated with the $961.3 million in common stock issued to Happy shareholders for the acquisition of Happy on April 1, 2022 and $305.3 million in net income, partially offset by the $315.9 million decrease in accumulated other comprehensive income, $128.4 million of shareholder dividends paid and the repurchase of $70.9 million of our common stock during 2022. The improvement in stockholders’ equity was 27.5% for the year ended December 31, 2022 compared to December 31, 2021. As of December 31, 2022 and 2021, our equity to asset ratio was 15.41% and 15.32%, respectively. Book value per common share was $17.33 at December 31, 2022 compared to $16.90 at December 31, 2021.

Common Stock Cash Dividends. We declared cash dividends on our common stock of $0.66, $0.56 and $0.53 per share for the years ended December 31, 2022, 2021 and 2020, respectively. The common stock dividend payout ratio for the year ended December 31, 2022, 2021 and 2020 was 42.07%, 28.88% and 40.88% respectively.

Stock Repurchase Program. On January 22, 2021, the Board of Directors of the Company authorized the repurchase of up to an additional 20,000,000 shares of the Company’s common stock under the previously approved stock repurchase program. During 2022, the Company utilized a portion of this stock repurchase program in order to repurchase a total of 3,098,531 shares with a weighted-average stock price of $22.84 per share. The 2022 earnings were used to fund the repurchases during the year. Shares repurchased under the program as of December 31, 2022 total 20,759,866 shares. The remaining balance available for repurchase was 18,992,134 shares at December 31, 2022.

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Liquidity and Capital Adequacy Requirements

Parent Company Liquidity. The primary sources for payment of our operating expenses, and dividends are current cash on hand ($359.6 million as of December 31, 2022), dividends received from our bank subsidiary and a $20.0 million unfunded line of credit with another financial institution.

Risk-Based Capital. We, as well as our bank subsidiary, are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and other discretionary actions by regulators that, if enforced, could have a direct material effect on our financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. Our capital amounts and classifications are also subject to qualitative judgments by the regulators as to components, risk weightings and other factors.

In July 2013, the Federal Reserve Board and the other federal bank regulatory agencies issued a final rule to revise their risk-based and leverage capital requirements and their method for calculating risk-weighted assets to make them consistent with the agreements that were reached by the Basel Committee on Banking Supervision in “Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems” and certain provisions of the Dodd-Frank Act (“Basel III”). Basel III applies to all depository institutions, bank holding companies with total consolidated assets of $500 million or more, and savings and loan holding companies. Basel III became effective for the Company and its bank subsidiary on January 1, 2015. Basel III limits a banking organization’s capital distributions and certain discretionary bonus payments if the banking organization does not hold a “capital conservation buffer” of 2.5% of common equity Tier 1 capital to risk-weighted assets, which is in addition to the amount necessary to meet its minimum risk-based capital requirements.

Basel III amended the prompt corrective action rules to incorporate a common equity Tier 1 ("CET1") capital requirement and to raise the capital requirements for certain capital categories. In order to be adequately capitalized for purposes of the prompt corrective action rules, a banking organization is required to have at least a 4.5% CET1 risk-based capital ratio, a 4% Tier 1 leverage ratio, a 6% Tier 1 risk-based capital ratio and an 8% total risk-based capital ratio.

Quantitative measures established by regulation to ensure capital adequacy require us to maintain minimum amounts and ratios (set forth in the table below) of total and Tier 1 capital to risk-weighted assets, and of Tier 1 capital to average assets. Management believes that, as of December 31, 2022 and December 31, 2021, we met all regulatory capital adequacy requirements to which we were subject.

On January 18, 2022, the Company completed an underwritten public offering of the 2032 Notes in aggregate principal amount of $300.0 million. The 2032 Notes are unsecured, subordinated debt obligations of the Company and will mature on January 30, 2032. The Company may, beginning with the interest payment date of January 30, 2027, and on any interest payment date thereafter, redeem the 2032 Notes, in whole or in part, subject to prior approval of the Federal Reserve if then required, at a redemption price equal to 100% of the principal amount of the 2032 Notes to be redeemed plus accrued and unpaid interest to but excluding the date of redemption. The Company may also redeem the 2032 Notes at any time, including prior to January 30, 2027, at the Company’s option, in whole but not in part, subject to prior approval of the Federal Reserve if then required, if certain events occur that could impact the Company’s ability to deduct interest payable on the 2032 Notes for U.S. federal income tax purposes or preclude the 2032 Notes from being recognized as Tier 2 capital for regulatory capital purposes, or if the Company is required to register as an investment company under the Investment Company Act of 1940, as amended. In each case, the redemption would be at a redemption price equal to 100% of the principal amount of the 2032 Notes plus any accrued and unpaid interest to, but excluding, the redemption date.

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On April 1, 2022, the Company acquired $140.0 million in aggregate principal amount of 5.500% Fixed-to-Floating Rate Subordinated Notes due 2030 from Happy, and the Company recorded approximately $144.4 million which included fair value adjustments. The 2030 Notes are unsecured, subordinated debt obligations of the Company and will mature on July 31, 2030. The Company may, beginning with the interest payment date of July 31, 2025, and on any interest payment date thereafter, redeem the 2030 Notes, in whole or in part, subject to prior approval of the Federal Reserve if then required, at a redemption price equal to 100% of the principal amount of the 2030 Notes to be redeemed plus accrued and unpaid interest to but excluding the date of redemption. The Company may also redeem the 2030 Notes at any time, including prior to July 31, 2025, at the Company’s option, in whole but not in part, subject to prior approval of the Federal Reserve if then required, if certain events occur that could impact the Company’s ability to deduct interest payable on the 2030 Notes for U.S. federal income tax purposes or preclude the 2030 Notes from being recognized as Tier 2 capital for regulatory capital purposes, or if the Company is required to register as an investment company under the Investment Company Act of 1940, as amended. In each case, the redemption would be at a redemption price equal to 100% of the principal amount of the 2030 Notes plus any accrued and unpaid interest to, but excluding, the redemption date.

On April 3, 2017, the Company completed an underwritten public offering of the 2027 Notes in aggregate principal amount of $300.0 million. The 2027 Notes were unsecured, subordinated debt obligations and would have matured on April 15, 2027. On April 15, 2022, the Company completed the payoff of the 2027 Notes in aggregate principal amount of $300.0 million. Each 2027 Note was redeemed pursuant to the terms of the Subordinated Indenture, as supplemented by the First Supplemental Indenture, each dated as of April 3, 2017, between the Company and U.S. Bank Trust Company, National Association, the Trustee for the 2027 Notes, at the redemption price of 100% of its principal amount, plus accrued and unpaid interest to, but excluding, the redemption date.

On December 21, 2018, the federal banking agencies issued a joint final rule to revise their regulatory capital rules to permit bank holding companies and banks to phase-in, for regulatory capital purposes, the day-one impact of the new CECL accounting rule on retained earnings over a period of three years. As part of its response to the impact of COVID-19, on March 27, 2020, the federal banking regulatory agencies issued an interim final rule that provided the option to temporarily delay certain effects of CECL on regulatory capital for two years, followed by a three-year transition period. The interim final rule allows bank holding companies and banks to delay for two years 100% of the day-one impact of adopting CECL and 25% of the cumulative change in the reported allowance for credit losses since adopting CECL. The Company has elected to adopt the interim final rule, which is reflected in the risk-based capital ratios presented below.

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Table 21 presents our risk-based capital ratios as of December 31, 2022 and 2021.

Table 21: Risk-Based Capital

December 31, 2022December 31, 2021
(Dollars in thousands)
Tier 1 capital
Stockholders’ equity$3,526,362$2,765,721
ASC 326 transitional period adjustment24,36955,143
Goodwill and core deposit intangibles, net(1,456,270)(997,605)
Unrealized loss (gain) on available-for-sale securities305,458(10,462)
Total common equity Tier 1 capital2,399,9191,812,797
Qualifying trust preferred securities71,270
Total Tier 1 capital2,399,9191,884,067
Tier 2 capital
Allowance for credit losses289,669236,714
ASC 326 transitional period adjustment(24,369)(55,143)
Disallowed allowance for credit losses (limited to 1.25% of risk weighted assets)(32,184)(33,514)
Qualifying allowance for credit losses233,116148,057
Qualifying subordinated notes440,420299,824
Total Tier 2 capital673,536447,881
Total risk-based capital$3,073,455$2,331,948
Average total assets for leverage ratio$22,091,588$16,960,683
Risk weighted assets$18,583,293$11,793,539
Ratios at end of period
Common equity Tier 1 capital12.91%15.37%
Leverage ratio10.8611.11
Tier 1 risk-based capital12.9115.98
Total risk-based capital16.5419.77
Minimum guidelines – Basel III
Common equity Tier 1 capital7.00%7.00%
Leverage ratio4.004.00
Tier 1 risk-based capital8.508.50
Total risk-based capital10.5010.50
Well-capitalized guidelines
Common equity Tier 1 capital6.50%6.50%
Leverage ratio5.005.00
Tier 1 risk-based capital8.008.00
Total risk-based capital10.0010.00

As of the most recent notification from regulatory agencies, our bank subsidiary was “well-capitalized” under the regulatory framework for prompt corrective action. To be categorized as “well-capitalized”, we, as well as our banking subsidiary, must maintain minimum CET1 capital, leverage, Tier 1 risk-based capital, and total risk-based capital ratios as set forth in the table. There are no conditions or events since that notification that we believe have changed the bank subsidiary’s category.

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Table 22 presents actual capital amounts and ratios as of December 31, 2022 and 2021, for our bank subsidiary and us.

Table 22: Capital and Ratios

ActualMinimum Capital Requirement – Basel IIIMinimum To Be Well-Capitalized Under Prompt Corrective Action Provision
AmountRatioAmountRatioAmountRatio
(Dollars in thousands)
As of December 31, 2022
Common equity Tier 1 capital ratios:
Home BancShares$2,399,91912.91%$1,300,8317.00%N/AN/A
Centennial Bank2,408,75613.001,297,3527.001,204,6846.50
Leverage ratios:
Home BancShares$2,399,91910.86%$883,6644.00%N/AN/A
Centennial Bank2,408,75610.93881,4644.001,101,8315.00
Tier 1 capital ratios:
Home BancShares$2,399,91912.91%$1,579,5808.50%N/AN/A
Centennial Bank2,408,75613.001,575,3568.501,482,6888.00
Total risk-based capital ratios:
Home BancShares$3,073,45516.54%$1,951,24610.50%N/AN/A
Centennial Bank2,640,99214.251,946,02110.501,853,35410.00
As of December 31, 2021
Common equity Tier 1 capital ratios:
Home BancShares$1,812,79715.37%$825,5487.00%N/AN/A
Centennial Bank1,859,09315.82822,6087.00763,8506.50
Leverage ratios:
Home BancShares$1,884,06711.11%$678,4274.00%N/AN/A
Centennial Bank1,859,09310.97677,8834.00847,3535.00
Tier 1 capital ratios:
Home BancShares$1,884,06715.98%$1,002,4518.50%N/AN/A
Centennial Bank1,859,09315.82998,8818.50940,1238.00
Total risk-based capital ratios:
Home BancShares$2,331,94819.77%$1,238,32210.50%N/AN/A
Centennial Bank2,006,81417.081,233,69710.501,174,95010.00

Cash Commitments and Resources

In the normal course of business, we enter into a number of financial commitments. Examples of these commitments include but are not limited to operating lease obligations, FHLB advances & other borrowings, lines of credit, subordinated debentures, unfunded loan commitments and letters of credit.

Commitments to extend credit and letters of credit are legally binding, conditional agreements generally having certain expiration or termination dates. These commitments generally require customers to maintain certain credit standards and are established based on management’s credit assessment of the customer. The commitments may expire without being drawn upon. Therefore, the total commitment does not necessarily represent future requirements.

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Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing and similar transactions. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. The Company had total outstanding letters of credit amounting to $184.6 million and $110.8 million at December 31, 2022 and 2021, respectively, with the majority of maturities ranging from currently due to four years.

Table 23 presents the anticipated funding requirements of our most significant financial commitments, excluding interest, as of December 31, 2022.

Table 23: Funding Requirements of Financial Commitments

Payments Due by Period
Less than One YearOne-Three YearsThree-Five YearsGreater than Five YearsTotal
(In thousands)
Operating lease obligations$8,332$14,202$12,173$24,591$59,298
FHLB advances & other borrowings by contractual maturity50,000100,000100,000400,000650,000
Subordinated debentures440,420440,420
Loan commitments1,785,5931,443,4921,017,474585,0494,831,608
Letters of credit176,7767,748100184,624

Non-GAAP Financial Measurements

Our accounting and reporting policies conform to generally accepted accounting principles in the United States (“GAAP”) and the prevailing practices in the banking industry. However, this report contains financial information determined by methods other than in accordance with GAAP, including earnings, as adjusted; diluted earnings per common share, as adjusted; tangible book value per share; return on average assets, excluding intangible amortization; return on average assets, as adjusted; return on average common equity, as adjusted; return on average tangible equity excluding intangible amortization; return on average tangible equity, as adjusted; tangible equity to tangible assets; and efficiency ratio, as adjusted.

We believe these non-GAAP measures and ratios, when taken together with the corresponding GAAP measures and ratios, provide meaningful supplemental information regarding our performance. We believe investors benefit from referring to these non-GAAP measures and ratios in assessing our operating results and related trends, and when planning and forecasting future periods. However, these non-GAAP measures and ratios should be considered in addition to, and not as a substitute for or preferable to, ratios prepared in accordance with GAAP.

The tables below present non-GAAP reconciliations of earnings, as adjusted, and diluted earnings per share, as adjusted as well as the non-GAAP computations of tangible book value per share; return on average assets, excluding intangible amortization; return on average assets, as adjusted; return on average common equity, as adjusted; return on average tangible equity excluding intangible amortization; return on average tangible equity, as adjusted; tangible equity to tangible assets; and efficiency ratio, as adjusted. The items used in these calculations are included in financial results presented in accordance with GAAP.

Earnings, as adjusted, and diluted earnings per common share, as adjusted, are meaningful non-GAAP financial measures for management, as they exclude certain items such as merger expenses and/or certain gains and losses. Management believes the exclusion of these items in expressing earnings provides a meaningful foundation for period-to-period and company-to-company comparisons, which management believes will aid both investors and analysts in analyzing our financial measures and predicting future performance. These non-GAAP financial measures are also used by management to assess the performance of our business, because management does not consider these items to be relevant to ongoing financial performance.

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In Table 24 below, we have provided a reconciliation of the non-GAAP calculation of the financial measure for the periods indicated.

Table 24: Earnings, As Adjusted

202220212020
(In thousands, except per share data)
GAAP net income available to common shareholders (A)$305,262$319,021$214,448
Adjustments:
Fair value adjustment for marketable securities1,272(7,178)1,978
Initial provision for credit losses - acquisition58,585
Gain on securities(219)
Recoveries on historic losses(6,706)(5,107)
Branch write-off expense981
Special dividend from equity investment(1,434)(12,500)(10,185)
Merger expenses49,5941,886711
Hurricane expenses176
TRUPS redemption fees2,081
Special lawsuit settlement, net of expense(10,000)
Outsourced special project expense1,092
Total adjustments93,568(23,118)(5,423)
Tax-effect of adjustments(1)22,890(6,225)(1,417)
Total adjustments after tax (B)70,678(16,893)(4,006)
Earnings, as adjusted (C)$375,940$302,128$210,442
Average diluted shares outstanding (D)195,019164,858165,373
GAAP diluted earnings per share: A/D$1.57$1.94$1.30
Adjustments after-tax: B/D0.36(0.11)(0.03)
Diluted earnings per common share excluding adjustments: C/D$1.93$1.83$1.27

_____________________

(1) Blended statutory tax rate of 24.6735% for 2022, 25.740% for 2021 and 26.135% for 2020.

We had $1.46 billion, $998.1 million and $1.00 billion total goodwill, core deposit intangibles and other intangible assets as of December 31, 2022, 2021 and 2020, respectively. Because of our level of intangible assets and related amortization expenses, management believes tangible book value per share; return on average assets, excluding intangible amortization; return on average assets, as adjusted; return on average common equity, as adjusted; return on average tangible equity excluding intangible amortization; return on average tangible equity, as adjusted and tangible equity to tangible assets are useful in evaluating our Company. These calculations, which are similar to the GAAP calculation of diluted earnings per common share, book value, return on average assets, return on average equity, and equity to assets, are presented in Tables 25 through 28, respectively.

Table 25: Tangible Book Value Per Share

Years Ended December 31,
20222021
(In thousands, except per share data)
Book value per share: A/B$17.33$16.90
Tangible book value per share: (A-C-D)/B10.1710.80
(A) Total equity$3,526,362$2,765,721
(B) Shares outstanding203,434163,699
(C) Goodwill1,398,253973,025
(D) Core deposit intangible58,45525,045

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Table 26: Return on Average Assets Excluding Intangible Amortization

Years Ended December 31,
202220212020
(Dollars in thousands)
Return on average assets: A/D1.35%1.83%1.33%
Return on average assets excluding intangible amortization: (A+B)/(D-E)1.471.961.45
Return on average assets excluding fair value adjustment for marketable securities, initial provision for credit losses-acquisition, gain on securities, recoveries on historic losses, branch write-off expense, special dividend from equity investment, merger expenses, hurricane expenses, TRUPS redemption fees, special lawsuit settlement net of expense and outsourced special project expense: (ROA, as adjusted) (A+C)/D1.671.731.30
(A) Net income$305,262$319,021$214,448
(B) Intangible amortization after-tax6,6244,2204,317
(C) Adjustments after-tax70,678(16,893)(4,006)
(D) Average assets22,553,34017,458,98516,137,294
(E) Average goodwill, core deposits and other intangible assets1,335,2161,000,8721,004,157

Table 27: Return on Average Tangible Equity Excluding Intangible Amortization

Years Ended December 31,
202220212020
(Dollars in thousands)
Return on average equity: A/D9.17%11.89%8.57%
Return on average common equity excluding fair value adjustment for marketable securities, initial provision for credit losses-acquisition, gain on securities, recoveries on historic losses, branch write-off expense, special dividend from equity investment, merger expenses, hurricane expenses, TRUPS redemption fees, special lawsuit settlement net of expense and outsourced special project expense: (ROE, as adjusted) (A+C)/D11.2911.268.41
Return on average tangible equity excluding intangible amortization: B/(D-E)15.6319.2014.59
Return on average tangible common equity excluding fair value adjustment for marketable securities, initial provision for credit losses-acquisition, gain on securities, recoveries on historic losses, branch write-off expense, special dividend from equity investment, merger expenses, hurricane expenses, TRUPS redemption fees, special lawsuit settlement net of expense and outsourced special project expense: (ROTCE, as adjusted) (A+C)/(D-E)18.8417.9514.04
(A) Net income$305,262$319,021$214,448
(B) Earnings excluding intangible amortization311,886323,241218,765
(C) Adjustments after-tax70,678(16,893)(4,006)
(D) Average equity3,330,7182,684,1392,503,200
(E) Average goodwill, core deposits and other intangible assets1,335,2161,000,8721,004,157

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Table 28: Tangible Equity to Tangible Assets

Years Ended December 31,
20222021
(Dollars in thousands)
Equity to assets: B/A15.41%15.32%
Tangible equity to tangible assets: (B-C-D)/(A-C-D)9.6610.36
(A) Total assets$22,883,588$18,052,138
(B) Total equity3,526,3622,765,721
(C) Goodwill1,398,253973,025
(D) Core deposit intangible58,45525,045

The efficiency ratio is a standard measure used in the banking industry and is calculated by dividing non-interest expense less amortization of core deposit intangibles by the sum of net interest income on a tax equivalent basis and non-interest income. The efficiency ratio, as adjusted, is a meaningful non-GAAP measure for management, as it excludes certain items and is calculated by dividing non-interest expense less amortization of core deposit intangibles by the sum of net interest income on a tax equivalent basis and non-interest income excluding items such as merger expenses and/or certain other gains and losses. In Table 29 below, we have provided a reconciliation of the non-GAAP calculation of the financial measure for the periods indicated.

Table 29: Efficiency Ratio, As Adjusted

Years Ended December 31,
202220212020
(Dollars in thousands)
Net interest income (A)$758,676$572,971$582,555
Non-interest income (B)175,111137,569111,786
Non-interest expense (C)475,627298,517287,385
FTE Adjustment (D)8,6637,0796,015
Amortization of intangibles (E)8,8535,6835,844
Adjustments:
Non-interest income:
Fair value adjustment for marketable securities$(1,272)$7,178$(1,978)
Special dividend from equity investment1,43412,50010,185
Gain on OREO, net5002,0031,132
Gain (loss) on branches, equipment and other assets, net15(105)326
Gain on securities, net219
Special lawsuit settlement15,000
Recoveries on historic losses6,7065,107
Total non-interest income adjustments (F)$22,383$26,902$9,665
Non-interest expense:
Branch write-off expense$$$981
TRUPS redemption fees2,081
Merger expenses49,5941,886711
Hurricane expense176
Special lawsuit legal expense5,000
Outsourced special project expense1,092
Total non-core non-interest expense (G)$56,851$1,886$2,784
Efficiency ratio (reported): ((C-E)/(A+B+D))49.53%40.81%40.20%
Efficiency ratio, as adjusted (non-GAAP): ((C-E-G)/(A+B+D-F))44.5542.1240.36

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Table 30 presents selected unaudited quarterly financial information for 2022 and 2021.

Table 30: Quarterly Results

2022 Quarters
FirstSecondThirdFourthTotal
(In thousands, except per share data)
Income statement data:
Total interest income$144,903$217,013$242,955$272,895$877,766
Total interest expense13,75518,25529,85157,229$119,090
Net interest income131,148198,758213,104215,666758,676
Provision for credit losses58,5855,00063,585
Net interest income after provision for credit losses131,148140,173213,104210,666695,091
Total non-interest income30,66944,58143,20156,660175,111
Total non-interest expense76,896165,482114,346118,903475,627
Income before income taxes84,92119,272141,959148,423394,575
Income tax expense20,0293,29433,25432,73689,313
Net income$64,892$15,978$108,705$115,687$305,262
Per share data:
Basic earnings per common share$0.40$0.08$0.53$0.57$1.57
Diluted earnings per common share0.400.080.530.571.57
2021 Quarters
FirstSecondThirdFourthTotal
(In thousands, except per share data)
Income statement data:
Total interest income$162,651$154,481$157,060$150,979$625,171
Total interest expense14,56313,22912,44911,95952,200
Net interest income148,088141,252144,611139,020572,971
Provision for credit losses(4,752)(4,752)
Net interest income after provision for credit losses148,088146,004144,611139,020577,723
Total non-interest income45,27631,12029,20931,964137,569
Total non-interest expense72,86672,98275,61977,050298,517
Income before income taxes120,498104,14298,20193,934416,775
Income tax expense28,89625,07223,20920,57797,754
Net income$91,602$79,070$74,992$73,357$319,021
Per share data:
Basic earnings per common share$0.55$0.48$0.46$0.45$1.94
Diluted earnings per common share0.550.480.460.451.94

Recent Accounting Pronouncements

See Note 24 to the Notes to Consolidated Financial Statements for a discussion of certain recent accounting pronouncements.

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FY 2021 10-K MD&A

SEC filing source: 0001331520-22-000015.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2022-02-24. Report date: 2021-12-31.

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis presents our consolidated financial condition and results of operations for the years ended December 31, 2021, 2020 and 2019. This discussion should be read together with the “Summary Consolidated Financial Data,” our consolidated financial statements and the notes thereto, and other financial data included in this document. In addition to the historical information provided below, we have made certain estimates and forward-looking statements that involve risks and uncertainties. Our actual results could differ significantly from those anticipated in these estimates and in the forward-looking statements as a result of certain factors, including those discussed in the section of this document captioned “Risk Factors,” and elsewhere in this document. Unless the context requires otherwise, the terms “Company,” “HBI,” “us,” “we” and “our” refer to Home BancShares, Inc. on a consolidated basis.

General

We are a bank holding company headquartered in Conway, Arkansas, offering a broad array of financial services through our wholly owned bank subsidiary, Centennial Bank (“Centennial”). As of December 31, 2021, we had, on a consolidated basis, total assets of $18.05 billion, loans receivable, net of $9.60 billion, total deposits of $14.26 billion, and stockholders’ equity of $2.77 billion.

We generate most of our revenue from interest on loans and investments, service charges, and mortgage banking income. Deposits and FHLB borrowed funds are our primary source of funding. Our largest expenses are interest on our funding sources, salaries and related employee benefits and occupancy and equipment. We measure our performance by calculating our net interest margin, return on average assets and return on average common equity. We also measure our performance by our efficiency ratio and efficiency ratio, as adjusted (non-GAAP). The efficiency ratio is calculated by dividing non-interest expense less amortization of core deposit intangibles by the sum of net interest income on a tax equivalent basis and non-interest income. The efficiency ratio, as adjusted, is a meaningful non-GAAP measure for management, as it excludes certain items and is calculated by dividing non-interest expense less amortization of core deposit intangibles by the sum of net interest income on a tax equivalent basis and non-interest income excluding certain items such as merger expenses, hurricane expenses and/or gains and losses.

Table 1: Key Financial Measures

As of or for the Years Ended December 31,
202120202019
(Dollars in thousands, except per share data)
Total assets$18,052,138$16,398,804$15,032,047
Loans receivable9,836,08911,220,72110,869,710
Allowance for credit losses(236,714)(245,473)(102,122)
Total deposits14,260,57012,725,79011,278,383
Total stockholders’ equity2,765,7212,605,7582,511,531
Net income319,021214,448289,539
Basic earnings per share$1.94$1.30$1.73
Diluted earnings per share1.941.301.73
Book value per share16.9015.7815.10
Tangible book value per share (non-GAAP)(1)10.809.709.12
Net interest margin3.66%4.06%4.29%
Efficiency ratio40.8140.2040.34
Efficiency ratio, as adjusted (non-GAAP)(2)42.1240.3640.55
Return on average assets1.831.331.93
Return on average common equity11.898.5712.01

(1)See Table 25 for the non-GAAP tabular reconciliation.

(2)See Table 29 for the non-GAAP tabular reconciliation.

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2021 Overview

Recent Developments – COVID-19

The Company has been, and may continue to be, impacted by the novel coronavirus (“COVID-19”) pandemic. Throughout 2021, the spread of the Delta and Omicron variants resulted in increased infection rates, fueling fears of a virus resurgence. As a result, significant uncertainty remains about the duration of the pandemic as well as the timing and extent of the economic recovery. We continue to evaluate protocols and processes in place to execute our business continuity plans and help promote the health and safety of our employees and customers. To support our customers or to comply with law, we have deferred loan payments for certain consumer and commercial customers, and we have suspended residential property foreclosure sales, evictions, and involuntary automobile repossessions, and have offered fee waivers, payment deferrals, and other expanded assistance for automobile, mortgage, small business and personal lending customers.

As of December 31, 2021, our loan deferrals decreased to $190.7 million on 26 loans from the December 31, 2020 balance of $330.7 million on 56 loans. All of the customers currently on deferment chose principal deferment only and now have returned to paying interest monthly. The hospitality sector has been most negatively impacted by COVID-19 and represents approximately 76% of the deferment balance as of December 31, 2021. The geographic distribution of these deferrals is similar through all of our markets. Our review of deferment requests required updated interim operating statements, balance sheet and liquidity verifications, and validation of the current risk rating.

The Coronavirus Aid, Relief, and Economic Security Act (the “CARES” Act) established a new federal economic relief program administered by the Small Business Administration (“SBA”) called the Paycheck Protection Program (“PPP”), which provides for 100% federally guaranteed loans to be issued by participating private financial institutions to small businesses for payroll and certain other permitted expenses. PPP loans are forgivable, in whole or in part, so long as employee and compensation levels of the borrower are maintained, and the proceeds are used for payroll and other permitted purposes in accordance with the requirements of the PPP. These loans carry a fixed rate of 1.00% and a term of two years, if not forgiven, in whole or in part. Payments were deferred for the first six months of the loan. The Paycheck Protection Program and Health Care Enhancement Act (“PPP/HCEA Act”) was signed into law in April 2020. The PPP/HCEA Act authorizes additional funds under the CARES Act for PPP loans to be issued by financial institutions through the SBA. The Consolidated Appropriations Act (“CAA”) was signed into law in December 2020. The CAA also authorizes additional funds under the CARES Act for PPP loans to be issued by financial institutions through the SBA with a term of five years. As of December 31, 2021, as a participating lender, we have generated 12,971 loans to both existing and new customers totaling $1.23 billion. As of December 31, 2021, the outstanding PPP loan balances were $112.8 million. The average loan size was $131,000.

Despite the improvements in the economic and public health outlooks in the United States during 2021, the emergence of the Delta variant during the second quarter and the Omicron variant during the fourth quarter have resulted in significant uncertainty about the future impact of the pandemic on our business, results of operations and financial condition. Should current economic conditions deteriorate or if the pandemic continues to intensify through the spread of more contagious or severe strains of COVID-19, the pandemic could have an adverse effect on our business and results of operations and financial condition.

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Results of Operations for the Years Ended December 31, 2021 and 2020

Our net income increased $104.6 million, or 48.8%, to $319.0 million for the year ended December 31, 2021, from $214.4 million for the same period in 2020. On a diluted earnings per share basis, our earnings were $1.94 per share for the year ended December 31, 2021 and $1.30 per share for the year ended December 31, 2020. During the year ended December 31, 2021, the Company did not record a provision for credit losses but did record a $4.8 million negative provision for unfunded commitments compared to a $112.3 million provision for credit losses and a $17.0 million provision for unfunded commitments for a total credit loss expense of $129.3 million for the year ended December 31, 2020. The $4.8 million negative provision for the year ended December 31, 2021 was due to a single commercial & industrial loan for which a reserve was no longer considered necessary due to the borrower’s current cash flow position. The $129.3 million of total credit loss expense for the year ended December 31, 2020 was primarily due to the uncertainty created by the COVID-19 pandemic, with $9.3 million as a result of the acquisition of LH-Finance on February 29, 2020. The Company’s provisioning model is closely tied to unemployment rate projections which have continued to improve since the fourth quarter of 2020. The Company determined that an additional provision for credit losses was not necessary. Despite the improvements in the economic and public health outlooks in the United States during 2021, the emergence of the Delta variant during the second quarter and the Omicron variant during the fourth quarter have resulted in significant uncertainty about the future impact of the pandemic on our business, results of operations and financial condition. As a result, the Company determined that a negative provision for credit losses was not appropriate at this time, and the current level of the allowance for credit losses was considered adequate as of December 31, 2021. The Company also recorded a $7.2 million adjustment for the increase in fair market value of marketable securities, $12.5 million of special dividend income from our equity investments, $5.1 million recovery on historic losses from loans charged-off prior to acquisition, $1.9 million of merger and acquisition expense and a $219,000 gain on sale of investment securities.

Total interest expense decreased by $41.2 million, or 44.1%, and non-interest income increased by $25.8 million, or 23.1%. This was partially offset by a $50.8 million, or 7.5%, decrease in total interest income and a $11.1 million, or 3.9%, increase in non-interest expense. The decrease in interest expense was primarily due to a $38.2 million decrease in interest on deposits and a $1.9 million decrease in interest on FHLB borrowed funds. The increase in non-interest income was primarily due to a $9.2 million increase in the fair value adjustment on marketable securities, an $8.3 million increase in other income, a $5.8 million increase in other service charges and fees, a $2.4 million increase in dividends from FHLB, FRB, FNBB & other and a $1.7 million increase in gain on sale of SBA loans and was partially offset by a $3.4 million decrease in mortgage lending income. The decrease in interest income was primarily due to a $53.4 million decrease in loan interest income. The increase in non-interest expense was due to a $6.8 million increase in salaries and employee benefits, a $5.2 million increase in data processing expense and a $1.2 million increase in merger and acquisition expense and was partially offset by a $1.8 million decrease in occupancy and equipment expense. Income tax expense increased by $34.5 million during 2021 due to an increase in net income.

Our net interest margin decreased from 4.06% for the year ended December 31, 2020 to 3.66% for the year ended December 31, 2021. The yield on interest earning assets was 3.99% and 4.70% for the year ended December 31, 2021 and 2020, respectively, as average interest earning assets increased from $14.50 billion to $15.86 billion. The increase in average earning assets is primarily the result of a $1.84 billion increase in average interest-bearing balances due from banks and a $659.0 million increase in average investment securities, partially offset by the $1.13 billion decrease in average loans receivable. Average PPP loan balances were $434.7 million for the year ended December 31, 2021. These loans bear interest at 1.00% plus the accretion of the deferred origination fee. Including deferred fees, we recognized total interest income of $35.6 million on PPP loans for the year ended December 31, 2021. The PPP loans were accretive to the net interest margin by 13 basis points for the year ended December 31, 2021. This was primarily due to approximately $910.1 million of the Company’s PPP loans being forgiven during 2021 which included the acceleration of $24.8 million in deferred fees for the loans that were forgiven. As of December 31, 2021, the Company had $3.6 million in remaining unamortized PPP fees. The COVID-19 pandemic and the resulting governmental response have created a significant amount of excess liquidity in the market. As a result, we had an increase of $1.84 billion in average interest-bearing cash balances for the year ended December 31, 2021 compared to the year ended December 31, 2020. This excess liquidity was dilutive to the net interest margin by 46 basis points. For the years ended December 31, 2021 and 2020, we recognized $20.2 million and $27.4 million, respectively, in total net accretion for acquired loans and deposits. The reduction in accretion was dilutive to the net interest margin by 4 basis points. We recognized $6.7 million in event interest income for the year ended December 31, 2021 compared to $2.1 million in event income for the year ended December 31, 2020. This increased the net interest margin by 3 basis points.

Our efficiency ratio was 40.81% for the year ended December 31, 2021, compared to 40.20% for the same period in 2020. For the year ended December 31, 2021, our efficiency ratio, as adjusted (non-GAAP), was 42.12%, compared to 40.36% reported for the year ended December 31, 2020. (See Table 29 for the non-GAAP tabular reconciliation).

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Our return on average assets was 1.83% for the year ended December 31, 2021, compared to 1.33% for the same period in 2020. Our return on average common equity was 11.89% for the year ended December 31, 2021, compared to 8.57% for the same period in 2020.

Financial Condition as of and for the Years Ended December 31, 2021 and 2020

Our total assets as of December 31, 2021 increased $1.65 billion to $18.05 billion from the $16.40 billion reported as of December 31, 2020. Cash and cash equivalents increased $2.39 billion, or 188.84%. The increase in cash and cash equivalents is due to loan paydowns as well as the significant amount of excess liquidity in the market as a continued result of the COVID-19 pandemic and the accompanying governmental response. Our loan portfolio balance decreased $1.38 billion to $9.84 billion as of December 31, 2021, from $11.22 billion as of December 31, 2020. The decrease in the loan portfolio is due to organic loan decline of $822.2 million and $910.1 million of the Company’s PPP loans being forgiven during 2021, which was partially offset by $347.7 million in new PPP loan originations during 2021. Total deposits increased $1.53 billion to $14.26 billion as of December 31, 2021 compared to $12.73 billion as of December 31, 2020, which was due to customers holding higher deposit balances in response to the COVID-19 pandemic as well as the resulting governmental response to the pandemic. Stockholders’ equity increased $160.0 million to $2.77 billion as of December 31, 2021, compared to $2.61 billion as of December 31, 2020. The increase in stockholders’ equity is primarily associated with the $319.0 million in net income, which was partially offset by the $33.7 million decrease in accumulated other comprehensive income, $92.1 million of shareholder dividends paid and the repurchase of $44.5 million of our common stock during 2021. The improvement in stockholders’ equity was 6.1% for the year ended December 31, 2021 compared to December 31, 2020.

As of December 31, 2021, our non-performing loans decreased to $50.2 million, or 0.51%, of total loans from $74.1 million, or 0.66%, of total loans as of December 31, 2020. The allowance for credit losses as a percentage of non-performing loans increased to 471.61% as of December 31, 2021, compared to 331.10% as of December 31, 2020. Non-performing loans from our Arkansas franchise were $13.9 million at December 31, 2021 compared to $24.1 million as of December 31, 2020. Non-performing loans from our Florida franchise were $26.8 million at December 31, 2021 compared to $43.1 million as of December 31, 2020. Non-performing loans from our Alabama franchise were $470,000 at December 31, 2021 compared to $530,000 as of December 31, 2020. Non-performing loans from our SPF franchise were $1.5 million at December 31, 2021 compared to $3.6 million as of December 31, 2020. Non-performing loans from our Centennial CFG franchise were $7.5 million at December 31, 2021 compared to $2.8 million as of December 31, 2020.

As of December 31, 2021, our non-performing assets decreased to $51.8 million, or 0.29%, of total assets from $78.6 million, or 0.48%, of total assets as of December 31, 2020. Non-performing assets from our Arkansas franchise were $14.4 million at December 31, 2021 compared to $25.6 million as of December 31, 2020. Non-performing assets from our Florida franchise were $27.9 million at December 31, 2021 compared to $46.0 million as of December 31, 2020. Non-performing assets from our Alabama franchise were $470,000 at December 31, 2021 compared to $564,000 as of December 31, 2020. Non-performing assets from our SPF franchise were $1.5 million at December 31, 2021 compared to $3.6 million as of December 31, 2020. Non-performing assets from our CFG franchise were $7.5 million at December 31, 2021 compared to $2.8 million as of December 31, 2020.

The $7.5 million balance of non-accrual loans for our Centennial CFG market consists of two loans that are assessed for Credit risk by the Federal Reserve under the Shared National Credit Program. The decision to place these loans on non-accrual status was made by the Federal Reserve and not the Company. The loans that make up the total balance are still current on both principal and interest. However, all interest payments are currently being applied to the principal balance. Because the Federal Reserve required us to place these loans on non-accrual status, we have reversed any interest that had accrued subsequent to the non-accrual date designated by the Federal Reserve.

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2020 Overview

Results of Operations for the Years Ended December 31, 2020 and 2019

Our net income decreased $75.1 million, or 25.9%, to $214.4 million for the year ended December 31, 2020, from $289.5 million for the same period in 2019. On a diluted earnings per share basis, our earnings were $1.30 per share for the year ended December 31, 2020 and $1.73 per share for the year ended December 31, 2019. As a result of COVID-19, the unemployment rate projections significantly increased from January 1, 2020 through December 31, 2020. Additionally, the ongoing uncertainties related to the COVID-19 pandemic resulted in the Company increasing reserves on deferred loans and loans 30 days or more past maturity. These impacts of COVID-19 resulted in the Company recording a $102.1 million provision for credit losses on loans, an $842,000 provision for credit losses on investment securities, and a $2.0 million write-down for the fair value adjustment on marketable securities. The Company also recorded a $17.0 million provision for unfunded commitments which was due to an increase in the expected funding percentages for the Company’s unfunded commitments as well as an increase in the unemployment rate projections from January 1, 2020 to December 31, 2020, due to COVID-19. We incurred $10.0 million of expense as a result of our LH-Finance acquisition, which we completed on February 29, 2020, including $9.3 million for the provision for credit losses and $711,000 of acquisition expenses. The acquired loan portfolio is now housed in our SPF division. The Company also had $1.1 million of expense for outsourced special projects, $10.2 million of special dividend income from one of our equity investments and $981,000 of increased depreciation expense related to the second quarter write-off of the Company’s Marathon, Florida branch office, which the Company made the strategic decision to demolish and rebuild at its existing location. The summation of all these items resulted in net expense of $123.8 million, or $91.5 million after tax.

Total interest income decreased $42.0 million, or 5.9%, and non-interest expense increased $11.6 million, or 4.2%. This was offset by a $61.4 million, or 39.6%, decrease in total interest expense and a $12.3 million, or 12.3%, increase in non-interest income. The primary drivers of the decrease in interest income were a $33.0 million decrease in loan interest income, a $5.7 million increase in investment security income and a $3.3 million decrease in interest income on deposits with other banks. The increase in non-interest expense was primarily due to a $9.8 million increase in salaries and employee benefits, a $3.0 million increase in occupancy and equipment expense, a $2.9 million increase in data processing expense, partially offset by a $4.7 million decrease in other operating expenses. The decrease in interest expense was due to a $51.0 million decrease in interest on deposits and a $7.7 million decrease in interest on FHLB borrowed funds. The increase in non-interest income was primarily due to a $14.8 million increase in mortgage lending income, a $4.8 million increase in dividend income from FHLB, FRB, FNBB and other equity investments, and a $3.8 million increase in other income, partially offset by a $4.5 million decrease in service charges on deposit accounts, a $3.4 million decrease in other service charges and fees and a $2.0 million write-down for the fair value adjustment on marketable securities. Income tax expense decreased by $32.8 million during the year due a reduction in net income as well as $3.7 million in tax expense incurred in the third quarter of 2019 due to the Company surrendering $47.5 million of underperforming separate account bank owned life insurance.

Our net interest margin decreased from 4.29% for the year ended December 31, 2019 to 4.06% for the year ended December 31, 2020. The yield on interest earning assets was 4.70% and 5.45% for the year ended December 31, 2020 and 2019, respectively, as average interest earning assets increased from $13.26 billion to $14.50 billion. The increase in average earning assets is primarily the result of a $542.5 million increase in average loans receivable, a $506.6 million increase in average interest-bearing balances due from banks and a $187.9 million increase in average investment securities. Average PPP loan balances were $547.3 million for the year ended December 31, 2020. These loans bear interest at 1.00% plus the accretion of the origination fee. We recognized total interest income of $19.2 million on PPP loans for the year ended December 31, 2020. The PPP loans were dilutive to the net interest margin by 2 basis points for the year ended December 31, 2020. As a result of the significant excess liquidity in the market created by the COVID-19 pandemic and the resulting government responses, we had an increase of $506.6 million in average interest-bearing cash balances for the year ended December 31, 2020 compared to the year ended December 31, 2019. This excess liquidity was dilutive to the net interest margin by 17 basis points. For the year ended December 31, 2020 and 2019, we recognized $27.4 million and $35.9 million, respectively, in total net accretion for acquired loans and deposits. The reduction in accretion was dilutive to the net interest margin by 5 basis points. We recognized $2.1 million event interest income for the year ended December 31, 2020 compared to $3.3 million for the year ended December 31, 2019. This was dilutive to the net interest margin by 1 basis point. The rate on interest bearing liabilities was 0.89% and 1.55% for the year ended December 31, 2020 and 2019, respectively, as average interest-bearing liabilities increased from $10.02 billion to $10.50 billion. The reduction in yield on loans due to the low interest rate on PPP loans, the impact of the excess liquidity, the reduction in accretion income, and the reduction in loan payoff events, reduced the net interest margin by 25 basis points for the year ended December 31, 2020.

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Our efficiency ratio was 40.20% for the year ended December 31, 2020, compared to 40.34% for the same period in 2019. For the year ended December 31, 2020, our efficiency ratio, as adjusted (non-GAAP), was 40.36%, compared to 40.55% reported for the year ended December 31, 2019. (See Table 29 for the non-GAAP tabular reconciliation).

Our return on average assets was 1.33% for the year ended December 31, 2020, compared to 1.93% for the same period in 2019. Our return on average common equity was 8.57% for the year ended December 31, 2020, compared to 12.01% for the same period in 2019.

Financial Condition as of and for the Years Ended December 31, 2020 and 2019

Our total assets as of December 31, 2020 increased $1.37 billion to $16.40 billion from the $15.03 billion reported as of December 31, 2019. Cash and cash equivalents increased $773.2 million, or 157.6%, due to the significant excess liquidity in the market created by the COVID-19 pandemic and the accompanying governmental response. Our loan portfolio balance increased $351.0 million to $11.22 billion as of December 31, 2020, from $10.87 billion as of December 31, 2019. The increase in the loan portfolio is due to the $675.2 million of PPP loans as well as the acquisition of $406.2 million of loans from LH-Finance during the first quarter of 2020, which was offset by $730.4 million in organic loan decline for the year ended December 31, 2020. Total deposits increased $1.45 billion to $12.73 billion as of December 31, 2020 compared to $11.28 billion as of December 31, 2019, which was due to customers holding higher deposit balances in response to the COVID-19 pandemic as well as the resulting governmental response to the pandemic. Stockholders’ equity increased $94.2 million to $2.61 billion as of December 31, 2020, compared to $2.51 billion as of December 31, 2019. The increase in stockholders’ equity is primarily associated with the $214.4 million in net income and the $27.9 million increase in accumulated other comprehensive income, which were partially offset by the $44.0 million impact of the adoption of ASC 326, $87.7 million of shareholder dividends paid and the repurchase of $25.7 million of our common stock during 2020. The improvement in stockholders’ equity was 3.8% for the year ended December 31, 2020 compared to December 31, 2019.

As of December 31, 2020, our non-performing loans increased to $74.1 million, or 0.66%, of total loans from $54.8 million, or 0.50%, of total loans as of December 31, 2019. The allowance for credit losses as a percentage of non-performing loans increased to 331.10% as of December 31, 2020, compared to 186.20% as of December 31, 2019. Non-performing loans from our Arkansas franchise were $24.1 million at December 31, 2020 compared to $17.9 million as of December 31, 2019. Non-performing loans from our Florida franchise were $43.1 million at December 31, 2020 compared to $34.7 million as of December 31, 2019. Non-performing loans from our Alabama franchise were $530,000 at December 31, 2020 compared to $429,000 as of December 31, 2019. Non-performing loans from our SPF franchise were $3.6 million at December 31, 2020 compared to $1.8 million as of December 31, 2019. Non-performing loans from our Centennial CFG franchise were $2.8 million at December 31, 2020 compared to zero as of December 31, 2019.

As of December 31, 2020, our non-performing assets increased to $78.6 million, or 0.48%, of total assets from $64.4 million, or 0.43%, of total assets as of December 31, 2019. Non-performing assets from our Arkansas franchise were $25.6 million at December 31, 2020 compared to $22.9 million as of December 31, 2019. Non-performing assets from our Florida franchise were $46.0 million at December 31, 2020 compared to $39.2 million as of December 31, 2019. Non-performing assets from our Alabama franchise were $564,000 at December 31, 2020 compared to $463,000 as of December 31, 2019. Non-performing assets from our SPF franchise were $3.6 million at December 31, 2020 compared to $1.8 million as of December 31, 2019. Non-performing assets from our CFG franchise were $2.8 million at December 31, 2020 compared to zero as of December 31, 2019.

The $2.8 million balance of non-accrual loans for our Centennial CFG market consists of one loan that is assessed for Credit risk by the Federal Reserve under the Shared National Credit Program. The decision to place this loan on non-accrual status was made by the Federal Reserve and not the Company. The loan that makes up the total balance is still current on both principal and interest. However, all interest payments are currently being applied to the principal balance. Because the Federal Reserve required us to place this loan on non-accrual status, we have reversed any interest that had accrued subsequent to the non-accrual date designated by the Federal Reserve.

Critical Accounting Policies and Estimates

Overview. We prepare our consolidated financial statements based on the selection of certain accounting policies, generally accepted accounting principles and customary practices in the banking industry. These policies, in certain areas, require us to make significant estimates and assumptions. Our accounting policies are described in detail in the notes to our consolidated financial statements included as part of this document.

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We consider a policy critical if (i) the accounting estimate requires assumptions about matters that are highly uncertain at the time of the accounting estimate; and (ii) different estimates that could reasonably have been used in the current period, or changes in the accounting estimate that are reasonably likely to occur from period to period, would have a material impact on our financial statements. Using these criteria, we believe that the accounting policies most critical to us are those associated with our lending practices, including the accounting for the allowance for credit losses, foreclosed assets, investments, intangible assets, income taxes and stock options.

Revenue Recognition. Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers ("ASC Topic 606"), establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. The majority of our revenue-generating transactions are not subject to ASC Topic 606, including revenue generated from financial instruments, such as our loans, letters of credit, investment securities and mortgage lending income, as these activities are subject to other GAAP discussed elsewhere within our disclosures. Descriptions of our revenue-generating activities that are within the scope of ASC Topic 606, which are presented in our income statements as components of non-interest income are as follows:

•Service charges on deposit accounts – These represent general service fees for monthly account maintenance and activity or transaction-based fees and consist of transaction-based revenue, time-based revenue (service period), item-based revenue or some other individual attribute-based revenue. Revenue is recognized when our performance obligation is completed, which is generally monthly for account maintenance services or when a transaction has been completed (such as a wire transfer). Payment for such performance obligations are generally received at the time the performance obligations are satisfied.

•Other service charges and fees – These represent credit card interchange fees and Centennial CFG loan fees. The interchange fees are recorded in the period the performance obligation is satisfied which is generally the cash basis based on agreed upon contracts. Centennial CFG loan fees are based on loan or other negotiated agreements with customers and are accounted for under ASC Topic 310. Interchange fees were $16.4 million and $14.8 million for the years ended December 31, 2021 and December 31, 2020, respectively. Centennial CFG loan fees were $11.9 million and $8.3 million for the years ended December 31, 2021 and December 31, 2020, respectively.

Credit Losses. The Company adopted ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, effective January 1, 2020. The guidance replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credits, financial guarantees, and other similar instruments) and net investments in leases recognized by a lessor in accordance with Topic 842 on leases. ASC 326 requires enhanced disclosures related to the significant estimates and judgments used in estimating credit losses as well as the credit quality and underwriting standards of a company’s portfolio. In addition, ASC 326 made changes to the accounting for available-for-sale debt securities. One such change is to require credit losses to be presented as an allowance rather than as a write-down on available for sale debt securities management does not intend to sell or believes that it is more likely than not, they will be required to sell.

The Company adopted ASC 326 using the modified retrospective method for loans and off-balance-sheet (“OBS”) credit exposures. Results for reporting periods beginning after January 1, 2020 are presented under ASC 326 while prior period amounts continue to be reported in accordance with previously applicable GAAP. The Company recorded a one-time cumulative-effect adjustment to the allowance for credit losses of $44.0 million which was recognized through a $32.5 million adjustment to retained earnings, net of tax. This adjustment brought the beginning balance of the allowance for credit losses to $146.1 million as of January 1, 2020. In addition, the Company recorded a $15.5 million reserve on unfunded commitments, as of January 1, 2020, which was recognized through an $11.5 million adjustment to retained earnings, net of tax.

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The Company adopted ASC 326 using the prospective transition approach for financial assets purchased with credit deterioration (“PCD”) that were previously classified as purchased credit impaired (“PCI”) and accounted for under ASC 310-30. In 2019, the Company reevaluated its loan pools of purchased loans with deteriorated credit quality. These loans pools related specifically to acquired loans from the Heritage, Liberty, Landmark, Bay Cities, Bank of Commerce, Premier Bank, Stonegate and Shore Premier Finance acquisitions. At acquisition, a portion of these loans were recorded as purchased credit impaired loans on a pool by pool basis. Through the reevaluation of these loan pools, management determined that estimated losses for purchase credit impaired loans should be processed against the credit mark of the applicable pools. The remaining non-accretable mark was then moved to accretable mark to be recognized over the remaining weighted average life of the loan pools. The projected losses for these loans were less than the total credit mark. As such, the remaining $107.6 million of loans in these pools along with the $29.3 million in accretable yield was deemed to be immaterial and was reclassified out of the purchased credit impaired loans category. As of December 31, 2019, the Company no longer held any purchased loans with deteriorated credit quality. Therefore, the Company did not have any PCI loans upon adoption on of ASC 326 as of January 1, 2020.

The Company adopted ASC 326 using the prospective transition approach for debt securities for which other-than-temporary impairment had been recognized prior to January 1, 2020. As of December 31, 2019, the Company did not have any other-than-temporarily impaired investment securities. Therefore, upon adoption of ASC 326, the Company determined that an allowance for credit losses on available-for-sale securities was not material. However, the Company evaluated the investment portfolio during 2020 and determined that an $842,000 provision for credit losses was necessary. No additional provision was deemed necessary during the remainder of 2020 or for the 2021. See Note 3 for further discussion.

Investments – Available-for-sale. Securities available-for-sale are reported at fair value with unrealized holding gains and losses reported as a separate component of stockholders’ equity and other comprehensive income (loss), net of taxes. Securities that are held as available-for-sale are used as a part of our asset/liability management strategy. Securities that may be sold in response to interest rate changes, changes in prepayment risk, the need to increase regulatory capital, and other similar factors are classified as available-for-sale. The Company evaluates all securities quarterly to determine if any securities in a loss position require a provision for credit losses in accordance with ASC 326, Measurement of Credit Losses on Financial Instruments. The Company first assesses whether it intends to sell or is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For securities that do not meet this criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost, and changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income. Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the allowance when management believes the uncollectability of a security is confirmed or when either of the criteria regarding intent or requirement to sell is met.

Loans Receivable and Allowance for Credit Losses. Except for loans acquired during our acquisitions, substantially all of our loans receivable are reported at their outstanding principal balance adjusted for any charge-offs, as it is management’s intent to hold them for the foreseeable future or until maturity or payoff, except for mortgage loans held for sale. Interest income on loans is accrued over the term of the loans based on the principal balance outstanding.

The allowance for credit losses on loans receivable is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the uncollectability of a loan balance is confirmed and expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off.

Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level, or term as well as for changes in environmental conditions, such as changes in the national unemployment rate, gross domestic product, rental vacancy rate, housing price index and national retail sales index.

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The allowance for credit losses is measured based on call report segment as these types of loans exhibit similar risk characteristics. The identified loan segments are as follows:

•1-4 family construction

•All other construction

•1-4 family revolving home equity lines of credit (“HELOC”) & junior liens

•1-4 family senior liens

•Multifamily

•Owner occupies commercial real estate

•Non-owner occupied commercial real estate

•Commercial & industrial, agricultural, non-depository financial institutions, purchase/carry securities, other

•Consumer auto

•Other consumer

•Other consumer - SPF

The allowance for credit losses for each segment is measured through the use of the discounted cash flow method. Loans that do not share risk characteristics are evaluated on an individual basis. Loans evaluated individually that are considered to be collateral dependent are not included in the collective evaluation. For those loans that are classified as impaired, an allowance is established when the discounted cash flows, collateral value or observable market price of the impaired loan is lower than the carrying value of that loan. For loans that are not considered to be collateral dependent, an allowance is recorded based on the loss rate for the respective pool within the collective evaluation if a specific reserve is not recorded.

Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals, and modifications unless either of the following applies:

•Management has a reasonable expectation at the reporting date that troubled debt restructuring will be executed with an individual borrower.

•The extension or renewal options are included in the original or modified contract at the reporting date and are not unconditionally cancellable by the Company.

Management qualitatively adjusts model results for risk factors that are not considered within our modeling processes but are nonetheless relevant in assessing the expected credit losses within our loan pools. These qualitative factors ("Q-Factor") and other qualitative adjustments may increase or decrease management's estimate of expected credit losses by a calculated percentage or amount based upon the estimated level of risk. The various risks that may be considered in making Q-Factor and other qualitative adjustments include, among other things, the impact of (i) changes in lending policies, procedures and strategies; (ii) changes in nature and volume of the portfolio; (iii) staff experience; (iv) changes in volume and trends in classified loans, delinquencies and nonaccruals; (v) concentration risk; (vi) trends in underlying collateral values; (vii) external factors such as competition, legal and regulatory environment; (viii) changes in the quality of the loan review system and (ix) economic conditions.

Loans considered impaired, according to ASC 326, are loans for which, based on current information and events, it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement. The aggregate amount of impairment of loans is utilized in evaluating the adequacy of the allowance for credit losses and amount of provisions thereto. Losses on impaired loans are charged against the allowance for credit losses when in the process of collection, it appears likely that such losses will be realized. The accrual of interest on impaired loans is discontinued when, in management’s opinion the collection of interest is doubtful or generally when loans are 90 days or more past due. When accrual of interest is discontinued, all unpaid accrued interest is reversed. Interest income is subsequently recognized only to the extent cash payments are received in excess of principal due. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

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Loans are placed on non-accrual status when management believes that the borrower’s financial condition, after giving consideration to economic and business conditions and collection efforts, is such that collection of interest is doubtful, or generally when loans are 90 days or more past due. Loans are charged against the allowance for credit losses when management believes that the collectability of the principal is unlikely. Accrued interest related to non-accrual loans is generally charged against the allowance for credit losses when accrued in prior years and reversed from interest income if accrued in the current year. Interest income on non-accrual loans may be recognized to the extent cash payments are received, although the majority of payments received are usually applied to principal. Non-accrual loans are generally returned to accrual status when principal and interest payments are less than 90 days past due, the customer has made required payments for at least six months, and we reasonably expect to collect all principal and interest.

Acquisition Accounting and Acquired Loans. We account for our acquisitions under FASB ASC Topic 805, Business Combinations, which requires the use of the acquisition method of accounting. All identifiable assets acquired, including loans, are recorded at fair value. In accordance with ASC 326, the Company records both a discount and an allowance for credit losses on acquired loans. All purchased loans are recorded at fair value in accordance with the fair value methodology prescribed in FASB ASC Topic 820, Fair Value Measurements. The fair value estimates associated with the loans include estimates related to expected prepayments and the amount and timing of undiscounted expected principal, interest and other cash flows.

The Company has purchased loans, some of which have experienced more than insignificant credit deterioration since origination. Purchase credit deteriorated (“PCD”) loans are recorded at the amount paid. An allowance for credit losses is determined using the same methodology as other loans. The initial allowance for credit losses determined on a collective basis is allocated to individual loans. The sum of the loan’s purchase price and allowance for credit losses becomes its initial amortized cost basis. The difference between the initial amortized cost basis and the par value of the loan is a noncredit discount or premium, which is amortized into interest income over the life of the loan. Subsequent changes to the allowance for credit losses are recorded through the provision for credit loss.

Allowance for Credit Losses on Off-Balance Sheet Credit Exposures: The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit unless that obligation is unconditionally cancellable by the Company. The allowance for credit losses on off-balance sheet credit exposures is adjusted as a provision for credit loss expense. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life.

Foreclosed Assets Held for Sale. Real estate and personal properties acquired through or in lieu of loan foreclosure are to be sold and are initially recorded at fair value at the date of foreclosure, establishing a new cost basis. Valuations are periodically performed by management, and the real estate and personal properties are carried at fair value less costs to sell. Gains and losses from the sale of other real estate and personal properties are recorded in non-interest income, and expenses used to maintain the properties are included in non-interest expenses.

Intangible Assets. Intangible assets consist of goodwill and core deposit intangibles. Goodwill represents the excess purchase price over the fair value of net assets acquired in business acquisitions. The core deposit intangible represents the excess intangible value of acquired deposit customer relationships as determined by valuation specialists. The core deposit intangibles are being amortized over 48 to 121 months on a straight-line basis. Goodwill is not amortized but rather is evaluated for impairment on at least an annual basis. We perform an annual impairment test of goodwill and core deposit intangibles as required by FASB ASC 350, Intangibles - Goodwill and Other, in the fourth quarter or more often if events and circumstances indicate there may be an impairment.

Income Taxes. We account for income taxes in accordance with income tax accounting guidance (ASC 740, Income Taxes). The income tax accounting guidance results in two components of income tax expense: current and deferred. Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues. We determine deferred income taxes using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax basis of assets and liabilities, and enacted changes in tax rates and laws are recognized in the period in which they occur.

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Deferred income tax expense results from changes in deferred tax assets and liabilities between periods. Deferred tax assets are recognized if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination. The term “more likely than not” means a likelihood of more than 50 percent; the terms “examined” and “upon examination” also include resolution of the related appeals or litigation processes, if any. A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts, circumstances and information available at the reporting date and is subject to the management’s judgment. Deferred tax assets are reduced by a valuation allowance if, based on the weight of evidence available, it is more likely than not that some portion or all of a deferred tax asset will not be realized.

Both we and our subsidiary file consolidated tax returns. Our subsidiary provides for income taxes on a separate return basis, and remits to us amounts determined to be currently payable.

Stock Compensation. In accordance with FASB ASC 718, Compensation - Stock Compensation, and FASB ASC 505-50, Equity-Based Payments to Non-Employees, the fair value of each option award is estimated on the date of grant. We recognize compensation expense for the grant-date fair value of the option award over the vesting period of the award.

Acquisitions

LH-Finance

On February 29, 2020, the Company completed the acquisition of LH-Finance, the marine lending division of People’s United Bank, N.A. The Company paid a purchase price of approximately $421.2 million in cash. LH-Finance provides direct consumer financing for USCG registered high-end sail and power boats. Additionally, LH-Finance provides inventory floor plan lines of credit to marine dealers, primarily those selling USCG documented vessels.

Including the purchase accounting adjustments, as of the acquisition date, LH-Finance had approximately $409.1 million in total assets, including $407.4 million in total loans, which resulted in goodwill of $14.6 million being recorded.

The acquired portfolio of loans is now housed in our SPF division. The SPF division is responsible for servicing the acquired loan portfolio and originating new loan production. In connection with this acquisition, we opened a new loan production office in Baltimore, Maryland.

See Note 2 “Business Combinations” in the Notes to Consolidated Financial Statements for additional information regarding the acquisition of LH-Finance.

Acquisition of Marine Portfolio

On February 4, 2022, the Company completed the purchase of the performing marine loan portfolio of Utah-based LendingClub Bank (“LendingClub”). Under the terms of the purchase agreement with LendingClub, the Company acquired yacht loans totaling approximately $238 million. This portfolio of loans will be housed within the Company's Shore Premier Finance division, which will be responsible for servicing the acquired loan portfolio and originating new loan production. Upon completion of the acquisition, SPF has total loans receivable of approximately $1.13 billion.

Future Acquisition of Happy Bancshares, Inc.

On September 15, 2021, the Company and Centennial entered into an Agreement and Plan of Merger (the “Agreement”) with Happy Bancshares, Inc., a Texas corporation (“Happy”), and its wholly-owned bank subsidiary, Happy State Bank, a Texas banking association (“HSB”), under which the Company and Centennial will acquire Happy and HSB. The Agreement, as amended on October 18, 2021 and further amended on November 8, 2021, provides that, in a series of transactions, an acquisition subsidiary of the Company will merge into Happy and Happy will merge into the Company, with the Company as the surviving entity (collectively, the “Merger”). As soon as reasonably practicable following the Merger, HSB will merge into Centennial, with Centennial as the surviving entity.

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Under the terms of the Agreement, as amended, the Company will issue approximately 42.3 million shares of its common stock to the shareholders of Happy upon the completion of the Merger. No cash consideration will be paid in connection with the Merger, except that holders of outstanding shares of Happy common stock at the time of the Merger will receive cash payments in lieu of any fractional shares of Company common stock to which they are otherwise entitled in connection with the Merger. In addition, the Company expects to pay an aggregate of up to approximately $11.0 million in cash in cancellation of certain stock appreciation rights issued by Happy that remain outstanding at the time of the Merger.

Subject to the terms and conditions set forth in the Agreement, as amended, at the effective time of the Merger (the “Effective Time”), each outstanding share of common stock of Happy will be converted into the right to receive, without interest, 2.17 shares of the Company’s common stock (the “Merger Consideration”). Each unvested restricted share of Happy common stock outstanding at the Effective Time will fully vest and be converted into the right to receive the Merger Consideration. In addition, at the Effective Time, each outstanding option to purchase Happy common stock will be cancelled and converted into the right to receive the number of whole shares of the Company’s common stock, together with any cash in lieu of fractional shares, equal to the product of (i) the number of shares of Happy common stock subject to the option, multiplied by (ii) the excess, if any, of the Merger Consideration value over the exercise price of the option, less applicable tax withholdings, divided by (iii) the Company’s Average Closing Price (defined below). Similarly, each stock appreciation right of Happy outstanding at the Effective Time will be cancelled and converted into the right to receive a cash payment, without interest, equal to the product of (i) the number of shares of Happy common stock subject to the stock appreciation right, multiplied by (ii) the excess, if any, of the Merger Consideration value over the grant price of the stock appreciation right, less applicable tax withholdings. For purposes of these calculations, the Merger Consideration value will be determined using a volume-weighted average closing price of the Company’s common stock as reported on the New York Stock Exchange over the 20 consecutive trading day period ending on the third business day prior to the closing of the Merger (“the Company’s Average Closing Price”), multiplied by 2.17.

The Merger is expected to close during the first quarter of 2022, and is subject to regulatory approvals and other conditions set forth in the Agreement. The Company received approval for the merger from the Arkansas State Banking Board and the Arkansas State Bank Commissioner as well as the approval of the shareholders of each company in December of 2021.

We will continue evaluating all types of potential bank acquisitions, which may include FDIC-assisted acquisitions as opportunities arise, to determine what is in the best interest of our Company. Our goal in making these decisions is to maximize the return to our investors.

Branches

As opportunities arise, we will continue to open new (commonly referred to as de novo) branches in our current markets and in other attractive market areas.

As of December 31, 2021, we had 160 branch locations. There were 76 branches in Arkansas, 78 branches in Florida, five branches in Alabama and one branch in New York City.

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Results of Operations for the Years Ended December 31, 2021, 2020 and 2019

Our net income increased $104.6 million, or 48.8%, to $319.0 million for the year ended December 31, 2021, from $214.4 million for the same period in 2020. On a diluted earnings per share basis, our earnings were $1.94 per share for the year ended December 31, 2021 and $1.30 per share for the year ended December 31, 2020. During the year ended December 31, 2021, the Company did not record a provision for credit losses but did record a $4.8 million negative provision for unfunded commitments compared to a $112.3 million provision for credit losses and a $17.0 million provision for unfunded commitments for a total credit loss expense of $129.3 million for the year ended December 31, 2020. The $4.8 million negative provision for the year ended December 31, 2021 was due to a single commercial & industrial loan for which a reserve was no longer considered necessary due to the borrower’s current cash flow position. The $129.3 million of total credit loss expense for the year ended December 31, 2020 was primarily due to the uncertainty created by the COVID-19 pandemic, with $9.3 million as a result of the acquisition of LH-Finance on February 29, 2020. The Company’s provisioning model is closely tied to unemployment rate projections which have continued to improve since the fourth quarter of 2020. The Company determined that an additional provision for credit losses was not necessary. Despite the improvements in the economic and public health outlooks in the United States during 2021, the emergence of the Delta variant during the second quarter and the Omicron variant during the fourth quarter have resulted in significant uncertainty about the future impact of the pandemic on our business, results of operations and financial condition. As a result, the Company determined that a negative provision for credit losses was not appropriate at this time, and the current level of the allowance for credit losses was considered adequate as of December 31, 2021. The Company also recorded a $7.2 million adjustment for the increase in fair market value of marketable securities, $12.5 million of special dividend income from our equity investments, $5.1 million recovery on historic losses from loans charged-off prior to acquisition, $1.9 million of merger and acquisition expense and a $219,000 gain on sale of investment securities.

Our net income decreased $75.1 million, or 25.9%, to $214.4 million for the year ended December 31, 2020, from $289.5 million for the same period in 2019. On a diluted earnings per share basis, our earnings were $1.30 per share for the year ended December 31, 2020 and $1.73 per share for the year ended December 31, 2019. As a result of COVID-19, the unemployment rate projections significantly increased from January 1, 2020 through December 31, 2020. Additionally, the ongoing uncertainties related to the COVID-19 pandemic resulted in the Company increasing reserves on deferred loans and loans 30 days or more past maturity. These impacts of COVID-19 resulted in the Company recording a $102.1 million provision for credit losses on loans, an $842,000 provision for credit losses on investment securities, and a $2.0 million write-down for the fair value adjustment on marketable securities. The Company also recorded a $17.0 million provision for unfunded commitments which was due to an increase in the expected funding percentages for the Company’s unfunded commitments as well as an increase in the unemployment rate projections from January 1, 2020 to December 31, 2020, due to COVID-19. We incurred $10.0 million of expense as a result of our LH-Finance acquisition, which we completed on February 29, 2020, including $9.3 million for the provision for credit losses and $711,000 of acquisition expenses. The acquired loan portfolio is now housed in our SPF division. The Company also had $1.1 million of expense for outsourced special projects, $10.2 million of special dividend income from one of our equity investments and $981,000 of increased depreciation expense related to the second quarter write-off of the Company’s Marathon, Florida branch office, which the Company made the strategic decision to demolish and rebuild at its existing location. The summation of all these items resulted in net expense of $123.8 million, or $91.5 million after tax.

Net Interest Income

Net interest income, our principal source of earnings, is the difference between the interest income generated by earning assets and the total interest cost of the deposits and borrowings obtained to fund those assets. Factors affecting the level of net interest income include the volume of earning assets and interest-bearing liabilities, yields earned on loans and investments and rates paid on deposits and other borrowings, the level of non-performing loans and the amount of non-interest-bearing liabilities supporting earning assets. Net interest income is analyzed in the discussion and tables below on a fully taxable equivalent basis. The adjustment to convert certain income to a fully taxable equivalent basis consists of dividing tax-exempt income by one minus the combined federal and state income tax rate (25.740% for the year ended December 31, 2021, 26.135% for the year ended December 31, 2020 and 25.819% for year ended December 31, 2019).

The Federal Reserve Board sets various benchmark rates, including the Federal Funds rate, and thereby influences the general market rates of interest, including the deposit and loan rates offered by financial institutions. The Federal Reserve lowered the target rate three times during 2019. First, the target rate was lowered to 2.00% to 2.25% on July 31, 2019; second, the rate was lowered on September 18, 2019 to 1.75% to 2.00%; and third, the rate was lowered on October 30, 2019 to 1.50% to 1.75%. The Federal Reserve lowered the target rate two times in 2020. First, the target rate was lowered to 1.00% to 1.25% on March 3, 2020; second, the rate was lowered to 0.00% to 0.25% on March 15, 2020. The target rate is currently at 0.00% to 0.25% as of December 31, 2021.

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Our net interest margin decreased from 4.06% for the year ended December 31, 2020 to 3.66% for the year ended December 31, 2021. The yield on interest earning assets was 3.99% and 4.70% for the year ended December 31, 2021 and 2020, respectively, as average interest earning assets increased from $14.50 billion to $15.86 billion. The increase in average earning assets is primarily the result of a $1.84 billion increase in average interest-bearing balances due from banks and a $659.0 million increase in average investment securities, partially offset by the $1.13 billion decrease in average loans receivable. Average PPP loan balances were $434.7 million for the year ended December 31, 2021. These loans bear interest at 1.00% plus the accretion of the deferred origination fee. Including deferred fees, we recognized total interest income of $35.6 million on PPP loans for the year ended December 31, 2021. The PPP loans were accretive to the net interest margin by 13 basis points for the year ended December 31, 2021. This was primarily due to approximately $910.1 million of the Company’s PPP loans being forgiven during 2021 which included the acceleration of $24.8 million in deferred fees for the loans that were forgiven. As of December 31, 2021, the Company had $3.6 million in remaining unamortized PPP fees. The COVID-19 pandemic and the resulting governmental response have created a significant amount of excess liquidity in the market. As a result, we had an increase of $1.84 billion in average interest-bearing cash balances for the year ended December 31, 2021 compared to the year ended December 31, 2020. This excess liquidity was dilutive to the net interest margin by 46 basis points. For the years ended December 31, 2021 and 2020, we recognized $20.2 million and $27.4 million, respectively, in total net accretion for acquired loans and deposits. The reduction in accretion was dilutive to the net interest margin by 4 basis points. We recognized $6.7 million in event interest income for the year ended December 31, 2021 compared to $2.1 million in event income for the year ended December 31, 2020. This increased the net interest margin by 3 basis points.

Net interest income on a fully taxable equivalent basis decreased $8.5 million, or 1.45%, to $580.1 million for the year ended December 31, 2021, from $588.6 million for the same period in 2020. This decrease in net interest income was the result of a $49.7 million decrease in interest income, partially offset by a $41.2 million decrease in interest expense on a fully taxable equivalent basis. The $49.7 million decrease in interest income was primarily the result of higher levels of earning assets at lower yields. Although our interest earning assets increased, our average loan balances decreased by $1.13 billion while average interest-bearing balances due from banks increased by $1.84 billion. The lower yield on earning assets resulted in a decrease in interest income of approximately $5.9 million, and the change in composition of earning assets at lower yields resulted in a decrease in interest income of approximately $43.8 million. The lower yield was primarily driven by the decrease in income on loans of $53.6 million, which was partially offset by an increase in income on investment securities of $2.2 million and a $1.7 million increase in income on interest-bearing balances due from banks. The decrease in interest income also reflected a $7.2 million decrease in loan accretion income. The $41.2 million decrease in interest expense was primarily the result of interest-bearing liabilities repricing in a decreasing interest rate environment, which lowered interest expense by $34.9 million, as well as a $6.3 million decrease in interest expense resulting from a change in the composition of average interest bearing liabilities. The decrease in interest expense was primarily driven by a $38.2 million decrease in interest expense on deposits and a $1.9 million decrease in interest expense on FHLB borrowed funds.

Our net interest margin decreased from 4.29% for the year ended December 31, 2019 to 4.06% for the year ended December 31, 2020. The yield on interest earning assets was 4.70% and 5.45% for the year ended December 31, 2020 and 2019, respectively, as average interest earning assets increased from $13.26 billion to $14.50 billion. The increase in average earning assets is primarily the result of a $542.5 million increase in average loans receivable, a $506.6 million increase in average interest-bearing balances due from banks and a $187.9 million increase in average investment securities. Average PPP loan balances were $547.3 million for the year ended December 31, 2020. These loans bear interest at 1.00% plus the accretion of the origination fee. We recognized total interest income of $19.2 million on PPP loans for the year ended December 31, 2020. The PPP loans were dilutive to the net interest margin by 2 basis points for the year ended December 31, 2020. As a result of the significant excess liquidity in the market created by the COVID-19 pandemic and the resulting government responses, we had an increase of $506.6 million in average interest-bearing cash balances for the year ended December 31, 2020 compared to the year ended December 31, 2019. This excess liquidity was dilutive to the net interest margin by 17 basis points. For the year ended December 31, 2020 and 2019, we recognized $27.4 million and $35.9 million, respectively, in total net accretion for acquired loans and deposits. The reduction in accretion was dilutive to the net interest margin by 5 basis points. We recognized $2.1 million event interest income for the year ended December 31, 2020 compared to $3.3 million for the year ended December 31, 2019. This was dilutive to the net interest margin by 1 basis point. The rate on interest bearing liabilities was 0.89% and 1.55% for the year ended December 31, 2020 and 2019, respectively, as average interest-bearing liabilities increased from $10.02 billion to $10.50 billion. The reduction in yield on loans due to the low interest rate on PPP loans, the impact of the excess liquidity, the reduction in accretion income, and the reduction in loan payoff events, reduced the net interest margin by 25 basis points for the year ended December 31, 2020.

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Net interest income on a fully taxable equivalent basis increased $20.1 million, or 3.5%, to $588.6 million for the year ended December 31, 2020, from $568.5 million for the same period in 2019. This increase in net interest income was the result of a $61.4 million decrease in interest expense partially offset by a $41.3 million decrease in interest income. The $41.3 million decrease in interest income was primarily the result lower yields on our loans. The higher level of earning assets resulted in an increase in interest income of approximately $43.1 million. The $61.4 million decrease in interest expense was primarily the result of our interest-bearing liabilities repricing in a lower interest rate environment. The lower yield on our interest earning assets resulted in an approximately $84.3 million decrease in interest income. The repricing of our interest-bearing liabilities in a lower interest rate environment resulted in an approximately $62.2 million decrease in interest expense. The higher level of our interest-bearing liabilities resulted in an increase in interest expense of approximately $797,000.

Tables 2 and 3 reflect an analysis of net interest income on a fully taxable equivalent basis for the years ended December 31, 2021, 2020 and 2019, as well as changes in fully taxable equivalent net interest margin for the years 2021 compared to 2020 and 2020 compared to 2019.

Table 2: Analysis of Net Interest Income

Years Ended December 31,
202120202019
(Dollars in thousands)
Interest income$625,171$675,962$717,988
Fully taxable equivalent adjustment7,0796,0155,255
Interest income – fully taxable equivalent632,250681,977723,243
Interest expense52,20093,407154,771
Net interest income – fully taxable equivalent$580,050$588,570$568,472
Yield on earning assets – fully taxable equivalent3.99%4.70%5.45%
Cost of interest-bearing liabilities0.490.891.55
Net interest spread – fully taxable equivalent3.503.813.90
Net interest margin – fully taxable equivalent3.664.064.29

Table 3: Changes in Fully Taxable Equivalent Net Interest Margin

December 31,
2021 vs. 20202020 vs. 2019
(In thousands)
(Decrease) increase in interest income due to change in earning assets$(43,840)$43,052
(Decrease) increase in interest income due to change in earning asset yields(5,887)(84,318)
Decrease (increase) in interest expense due to change in interest-bearing liabilities6,325(797)
Decrease in interest expense due to change in interest rates paid on interest-bearing liabilities34,88262,161
(Decrease) increase in net interest income$(8,520)$20,098

Table 4 shows, for each major category of earning assets and interest-bearing liabilities, the average amount outstanding, the interest income or expense on that amount and the average rate earned or expensed for the years ended December 31, 2021, 2020 and 2019. The table also shows the average rate earned on all earning assets, the average rate expensed on all interest-bearing liabilities, the net interest spread and the net interest margin for the same periods. The analysis is presented on a fully taxable equivalent basis. Non-accrual loans were included in average loans for the purpose of calculating the rate earned on total loans.

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Table 4: Average Balance Sheets and Net Interest Income Analysis

Years Ended December 31,
202120202019
Average BalanceIncome / ExpenseYield / RateAverage BalanceIncome / ExpenseYield / RateAverage BalanceIncome / ExpenseYield / Rate
(Dollars in thousands)
ASSETS
Earnings assets
Interest-bearing balances due from banks$2,596,460$3,5150.14%$761,174$1,8490.24%$254,548$5,1882.04%
Federal funds sold711,330211.581,421342.39
Investment securities – taxable2,031,13930,0541.481,653,15932,5961.971,663,51241,4062.49
Investment securities – non-taxable858,50326,0173.03577,44421,2623.68379,23217,0264.49
Loans receivable10,375,457572,6645.5211,504,123626,2495.4410,961,599659,5896.02
Total interest-earning assets15,861,630632,2503.9914,497,230681,9774.7013,260,312723,2435.45
Non-earning assets1,597,3551,640,0641,768,188
Total assets$17,458,985$16,137,294$15,028,500
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Interest-bearing liabilities
Savings and interest- bearing transaction accounts$8,716,004$15,9560.18%$7,686,621$36,0840.47%$6,674,493$77,1941.16%
Time deposits1,087,8758,9800.831,756,13827,0261.541,972,04036,9101.87
Total interest-bearing deposits9,803,87924,9360.259,442,75963,1100.678,646,533114,1041.32
Federal funds purchased1,557130.832,895541.87
Securities sold under agreement to repurchase151,1904970.33151,5731,1670.77149,6652,5441.70
FHLB borrowed funds400,0007,6041.90534,6089,5061.78848,96917,2092.03
Subordinated debentures370,71219,1635.17369,94319,6115.30369,17520,8605.65
Total interest-bearing liabilities10,725,78152,2000.4910,500,44093,4070.8910,017,237154,7711.55
Non-interest-bearing liabilities
Non-interest-bearing deposits3,924,3412,998,5602,489,254
Other liabilities124,724135,094111,156
Total liabilities14,774,84613,634,09412,617,647
Stockholders’ equity2,684,1392,503,2002,410,853
Total liabilities and stockholders’ equity$17,458,985$16,137,294$15,028,500
Net interest spread3.50%3.81%3.90%
Net interest income and margin$580,0503.66$588,5704.06$568,4724.29

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Table 5 shows changes in interest income and interest expense resulting from changes in volume and changes in interest rates for the year ended December 31, 2021 compared to 2020 and 2020 compared to 2019 on a fully taxable equivalent basis. The changes in interest rate and volume have been allocated to changes in average volume and changes in average rates, in proportion to the relationship of absolute dollar amounts of the changes in rates and volume.

Table 5: Volume/Rate Analysis

Years Ended December 31,
2021 over 20202020 over 2019
VolumeYield / RateTotalVolumeYield / RateTotal
(In thousands)
Increase (decrease) in:
Interest income:
Interest-bearing balances due from banks$2,791$(1,125)$1,666$4,021$(7,360)$(3,339)
Federal funds sold(10)(11)(21)(2)(11)(13)
Investment securities – taxable6,563(9,105)(2,542)(256)(8,554)(8,810)
Investment securities – non-taxable9,006(4,251)4,7557,708(3,472)4,236
Loans receivable(62,190)8,605(53,585)31,581(64,921)(33,340)
Total interest income(43,840)(5,887)(49,727)43,052(84,318)(41,266)
Interest expense:
Interest-bearing transaction and savings deposits4,302(24,430)(20,128)10,292(51,402)(41,110)
Time deposits(8,135)(9,911)(18,046)(3,767)(6,117)(9,884)
Federal funds purchased(7)(7)(13)(19)(22)(41)
Securities sold under agreement to repurchase(3)(667)(670)32(1,409)(1,377)
FHLB borrowed funds(2,523)621(1,902)(5,784)(1,919)(7,703)
Subordinated debentures41(489)(448)43(1,292)(1,249)
Total interest expense(6,325)(34,882)(41,207)797(62,161)(61,364)
Increase (decrease) in net interest income$(37,515)$28,995$(8,520)$42,255$(22,157)$20,098

Provision for Credit Losses

The Company adopted ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, effective January 1, 2020. The guidance replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credits, financial guarantees, and other similar instruments) and net investments in leases recognized by a lessor in accordance with Topic 842 on leases. ASC 326 requires enhanced disclosures related to the significant estimates and judgments used in estimating credit losses as well as the credit quality and underwriting standards of a company’s portfolio. In addition, ASC 326 made changes to the accounting for available-for-sale debt securities. One such change is to require credit losses to be presented as an allowance rather than as a write-down on available for sale debt securities management does not intend to sell or believes that it is more likely than not, they will be required to sell.

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Credit Loss Expense: During the year ended December 31, 2021, the Company did not record a provision for credit losses but did record a $4.8 million negative provision for unfunded commitments for a total credit loss benefit of $4.8 million compared to a $112.3 million provision for credit losses and a $17.0 million provision for unfunded commitments for a total credit loss expense of $129.3 million for the year ended December 31, 2020. The $4.8 million negative provision for the year ended December 31, 2021 was due to a single commercial & industrial loan for which a reserve was no longer considered necessary due to the borrower’s current cash flow position. The $129.3 million of total credit loss expense for the year ended December 31, 2020 was primarily due to the COVID-19 pandemic, with $9.3 million for the acquisition of LH-Finance on February 29, 2020. The Company’s provisioning model is closely tied to unemployment rate projections which have continued to improve since the fourth quarter of 2020. The Company determined that an additional provision for credit losses was not necessary. Despite the improvements in the economic and public health outlooks in the United States during 2021, the emergence of the Delta variant during the second quarter and the Omicron variant during the fourth quarter have resulted in significant uncertainty about the future impact of the pandemic on our business, results of operations and financial condition. As a result, the Company determined that a negative provision for credit losses was not appropriate at this time, and the current level of the allowance for credit losses was considered adequate as of December 31, 2021. Net charge-offs to average total loans decreased to 0.08% for the year ended December 31, 2021 from 0.11% for the year ended December 31, 2020. In addition, non-performing loans to total loans decreased from 0.66% as of December 31, 2020 to 0.51% as of December 31, 2021.

Loans. Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level, or term as well as for changes in environmental conditions, such as changes in the national unemployment rate, gross domestic product, rental vacancy rate, housing price index and national retail sales index.

Acquired loans. In accordance with ASC 326, the Company records both a discount and an allowance for credit losses on acquired loans. This is commonly referred to as “double accounting.”

The allowance for credit losses is measured based on call report segment as these types of loan exhibit similar risk characteristics. The identified loan segments are as follows:

•1-4 family construction

•All other construction

•1-4 family revolving home equity lines of credit (“HELOC”) & junior liens

•1-4 family senior liens

•Multifamily

•Owner occupies commercial real estate

•Non-owner occupied commercial real estate

•Commercial & industrial, agricultural, non-depository financial institutions, purchase/carry securities, other

•Consumer auto

•Other consumer

•Other consumer - SPF

The allowance for credit losses for each segment is measured through the use of the discounted cash flow method. Loans that do not share risk characteristics are evaluated on an individual basis. Loans evaluated individually that are considered to be collateral dependent are not included in the collective evaluation. For those loans that are classified as impaired, an allowance is established when the discounted cash flows, collateral value or observable market price of the impaired loan is lower than the carrying value of that loan. For loans that are not considered to be collateral dependent, an allowance is recorded based on the loss rate for the respective pool within the collective evaluation if a specific reserve is not recorded.

Investments – Available-for-sale: The Company evaluates all securities quarterly to determine if any securities in a loss position require a provision for credit losses in accordance with ASC 326, Measurement of Credit Losses on Financial Instruments. The Company first assesses whether it intends to sell or is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For securities that do not meet these criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost,

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and changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income. Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the allowance when management believes the uncollectability of a security is confirmed or when either of the criteria regarding intent or requirement to sell is met.

Non-Interest Income

Total non-interest income was $137.6 million in 2021, compared to $111.8 million in 2020 and $99.5 million in 2019. Our recurring non-interest income includes service charges on deposit accounts, other service charges and fees, trust fees, mortgage lending, insurance commissions, increase in cash value of life insurance, fair value adjustment for marketable securities and dividends.

Table 6 measures the various components of our non-interest income for the years ended December 31, 2021, 2020, and 2019, respectively, as well as changes for the years 2021 compared to 2020 and 2020 compared to 2019.

Table 6: Non-Interest Income

Years Ended December 31,2021 Change from 20202020 Change from 2019
202120202019
(Dollars in thousands)
Service charges on deposit accounts$22,276$21,381$25,930$8954.2%$(4,549)(17.5)%
Other service charges and fees36,45130,68634,0865,76518.8(3,400)(10.0)
Trust fees1,9601,6331,56632720.0674.3
Mortgage lending income25,67629,06514,303(3,389)(11.7)14,762103.2
Insurance commissions1,9431,8482,278955.1(430)(18.9)
Increase in cash value of life insurance2,0492,2002,752(151)(6.9)(552)(20.1)
Dividends from FHLB, FRB, FNBB & other14,83512,4727,7072,36318.94,76561.8
Gain on sale of SBA loans2,3806451,5731,735269.0(928)(59.0)
(Loss) gain on sale of branches, equipment and other assets, net(105)326(3)(431)(132.2)32910,966.7
Gain on OREO, net2,0031,13275787176.937549.5
Gain (loss) on securities, net219(2)219100.02100.0
Fair value adjustment for marketable securities7,178(1,978)9,156462.9(1,978)(100.0)
Other income20,70412,3768,5698,32867.33,80744.4
Total non-interest income$137,569$111,786$99,516$25,78323.1%$12,27012.3

Non-interest income increased $25.8 million, or 23.1%, to $137.6 million for the year ended December 31, 2021 from $111.8 million for the same period in 2020. The primary factors that resulted in this increase were the impact of fair value adjustment for marketable securities which increased non-interest income by $9.2 million, the $8.3 million increase in other income and the $5.8 million increase in other service charges and fees. Other factors were changes related mortgage lending income, dividends from FHLB, FRB, FNBB & other and gain on sale of SBA loans.

Additional details for the year ended December 31, 2021 on some of the more significant changes are as follows:

•The $5.8 million increase in other service charges and fees is primarily due to an increase in Centennial CFG property finance loan fees and Mastercard income.

•The $3.4 million decrease in mortgage lending income is primarily due to a decrease in volume of secondary market loans from the peak in 2020.

•The $2.4 million increase in dividends from FHLB, FRB, FNBB & other is primarily due to an increase in special dividends from equity investments.

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•The $1.7 million increase in gain on sale of SBA loans is primarily due to the increase in loan sales during 2021.

•The $9.2 million gain in the fair value adjustment for marketable securities is related to an increase in the fair market value of marketable securities held by the Company.

•The $8.3 million increase in other income is primarily due to a $6.3 million increase in additional income for items previously charged off and a $2.2 million increase in investment brokerage fee income.

Non-interest income increased $12.3 million, or 12.3%, to $111.8 million for the year ended December 31, 2020 from $99.5 million for the same period in 2019. The primary factor that resulted in this increase was the $14.8 million increase in mortgage lending income for the year ended December 31, 2020. Other factors were changes related to service charges on deposit accounts, other service charges and fees, decrease in cash value of life insurance, dividends from FHLB, FRB, FNBB & other, gain on sale of SBA loans, equipment and other assets, fair value adjustment for marketable securities and other income.

Additional details for the year ended December 31, 2020 on some of the more significant changes are as follows:

•The $4.5 million decrease in service charges on deposit accounts is primarily related to a decrease in overdraft fees resulting from changes in consumer spending habits leading consumers to hold higher deposit balances in response to the COVID-19 pandemic.

•The $3.4 million decrease in other service charges and fees is primarily due to the reduction in Centennial CFG property finance loan fees and wire service charges.

•The $14.8 million increase in mortgage lending income is primarily due to the increase in volume of secondary market loan sales driven by the current low interest rate environment.

•The $552,000 decrease in the cash value of life insurance is due to the Company surrendering $47.5 million of underperforming separate account bank owned life insurance (“BOLI”) during 2019.

•The $4.8 million increase in dividends from FHLB, FRB, FNBB & other is primarily the result of $10.2 million in special dividends from an equity investment received during 2020, compared to $3.0 million received during 2019. This was partially offset by a decrease in dividend income from the FRB and FHLB.

•The $928,000 million decrease in gain on sale of SBA loans is primarily due a reduction in volume of sales of SBA loans in 2020.

•The $2.0 million loss in the fair value adjustment for marketable securities is related to the decline in the fair market value of a marketable security acquired by the Company in 2020.

•The $3.8 million increase in other income is primarily due to a $2.7 million increase in additional income for items previously charged off, a $452,000 increase in gain on life insurance and an $873,000 increase in investment brokerage fee income.

Non-Interest Expense

Non-interest expense consists of salaries and employee benefits, occupancy and equipment, data processing, and other expenses such as advertising, merger and acquisition expenses, amortization of intangibles, electronic banking expense, FDIC and state assessment, insurance, legal and accounting fees and other professional fees.

Table 7 below sets forth a summary of non-interest expense for the years ended December 31, 2021, 2020, and 2019, as well as changes for the years ended 2021 compared to 2020 and 2020 compared to 2019.

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Table 7: Non-Interest Expense

Years Ended December 31,2021 Change from 20202020 Change from 2019
202120202019
(Dollars in thousands)
Salaries and employee benefits$170,755$163,950$154,177$6,8054.2%$9,7736.3%
Occupancy and equipment36,63138,41235,452(1,781)(4.6)2,9608.3
Data processing expense24,28019,03216,1615,24827.62,87117.8
Merger expense1,8867111,175165.3711100.0
Other operating expenses:
Advertising4,8553,9994,68785621.4(688)(14.7)
Amortization of intangibles5,6835,8446,324(161)(2.8)(480)(7.6)
Electronic banking expense9,8178,4777,5251,34015.895212.7
Directors' fees1,6141,6241,602(10)(0.6)221.4
Due from bank service charges1,0449751,081697.1(106)(9.8)
FDIC and state assessment5,4726,4944,468(1,022)(15.7)2,02645.3
Hurricane expense897(897)(100.0)
Insurance3,1183,0182,8461003.31726.0
Legal and accounting3,7034,2225,017(519)(12.3)(795)(15.8)
Other professional fees6,9508,15010,213(1,200)(14.7)(2,063)(20.2)
Operating supplies1,9151,9882,021(73)(3.7)(33)(1.6)
Postage1,2831,2831,266171.3
Telephone1,4251,3021,2101239.4927.6
Other expense18,08617,90420,8401821.0(2,936)(14.1)
Total non-interest expense$298,517$287,385$275,787$11,1323.9%$11,5984.2%

Non-interest expense increased $11.1 million, or 3.9%, to $298.5 million for the year ended December 31, 2021, from $287.4 million for the same period in 2020. The primary factor that resulted in this increase was the increase in salaries and employee benefits expense. Other factors were changes related to occupancy and equipment expenses, data processing expenses, merger and acquisition expenses, electronic banking expense, FDIC and state assessment, hurricane expense, legal and accounting, other professional fees and other expense.

Additional details for the year ended December 31, 2021 on some of the more significant changes are as follows:

•The $6.8 million increase in salaries and employee benefits expense is primarily due to increased salary expenses related to the normal increased cost of doing business.

•The $1.8 million decrease in occupancy and equipment is related to a decrease in depreciation - building and improvements, lease expenses and janitorial services and supplies. During the second quarter of 2020, the Company made the strategic decision to demolish and rebuild the Marathon, Florida branch office at its existing location. This increased depreciation expense during the second quarter of 2020 as the building was written off.

•The $5.2 million increase in data processing expense is primarily related to the normal increased cost of doing business such as the increase in software, licensing, core processing expense, telecommunication services, internet banking and cash management expenses, mobile banking and bill pay expenses.

•The $1.2 million increase in merger and acquisition expense costs associated with the anticipated acquisition of Happy Bancshares, Inc.

•The $856,000 increase in advertising expense is primarily due to increase in advertising campaigns during the current year.

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•The $1.3 million increase in electronic banking expenses is primarily due to the normal increased cost of doing business such as the increase in fees charged for network expenses and debit card processing fees.

•The $1.0 million decrease in FDIC and state assessment is primarily related to an improvement in the FDIC assessment rate. In addition, the State of Arkansas announced a 25% reduction in assessments for January 1, 2021 through June 30, 2021 and a 30% reduction in assessments for July 1, 2021 through December 31,2021.

•The $1.2 million decrease in other professional fees is primarily related to a reduction outsourced special projects and professional fees for the Bank. This was partially offset by an increase in consulting fees.

Non-interest expense increased $11.6 million, or 4.2%, to $287.4 million for the year ended December 31, 2020, from $275.8 million for the same period in 2019. The primary factor that resulted in this increase was the increase in salaries and employee benefits expense. Other factors were changes related to occupancy and equipment expenses, data processing expenses, merger and acquisition expenses, electronic banking expense, FDIC and state assessment, hurricane expense, legal and accounting, other professional fees and other expense.

Additional details for the year ended December 31, 2020 on some of the more significant changes are as follows:

•The $9.8 million increase in salaries and employee benefits expense is primarily due to increased salary expense related to the normal increased cost of doing business, additional employees hired as a result of the increased regulatory environment and the acquisition of LH-Finance on February 29, 2020.

•The $3.0 million increase in occupancy and equipment is primarily related to an increase in janitorial services and supplies expense resulting from the ongoing COVID-19 pandemic and the increased depreciation expense due to the write-off of the Company’s Marathon, Florida branch office during the second quarter of 2020. The Company made the strategic decision to demolish and rebuild the branch at its existing location.

•The $2.9 million increase in data processing expense is primarily related to an increase in software, licensing, software maintenance and internet banking/cash management expenses.

•The $711,000 in merger and acquisition expense is related to the acquisition of LH-Finance during the first quarter of 2020.

•The $2.0 million increase in FDIC and state assessment is primarily related to a $2.3 million FDIC small bank assessment credit recorded in the third quarter of 2019.

•The $897,000 in hurricane expense incurred during the first quarter of 2019 was related to damages from Hurricane Michael which made landfall in Mexico Beach, Florida on October 10, 2018.

•The $795,000 decrease in legal and accounting fees is primarily due to a reduction in legal and audit fees for the Bank.

•The $2.1 million decrease in other professional fees is primarily related to a reduction in consulting fees, outsourced special projects and professional fees for the Bank.

•The $2.9 million decrease in other expenses is primarily due to the decreases in general travel expenses, OREO expenses and other miscellaneous expenses.

Income Taxes

During 2021, the Company lowered its marginal tax rate from 26.135% to 25.740%. In an effort to more accurately reflect current state income apportionment and state tax rates, the state tax rate was lowered to 6.0%, lowering the blended rate to 25.74%. Florida and Arkansas were the main drivers in the tax rate reduction.

During 2020, the Company began filing income tax returns in several new states. To account for the slight increase in state income tax expense due to respective state income tax rates, the Company raised its marginal tax rate from 25.819% to 26.135% for 2020.

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During 2019, the State of Florida reduced its corporate income tax rate from 5.50% to 4.458% for the tax years January 1, 2019 through December 31, 2021. As a result of this reduction, our income taxes were reduced by $1.0 million. This rate decline lowered the Company’s marginal tax rate from 26.135% to 25.819% for 2019.

Income tax expense increased $34.5 million, or 54.5%, to $97.8 million for the year ended December 31, 2021, from $63.3 million for 2020. Income tax expense decreased $32.8 million, or 34.2%, to $63.3 million for the year ended December 31, 2020, from $96.1 million for 2019. The effective tax rates for the years ended December 31, 2021, 2020 and 2019 were 23.45%, 22.78% and 24.92%, respectively. The Company’s marginal tax rate was 25.740%, 26.135% and 25.819% for years ended December 31, 2021, 2020 and 2019, respectively.

Financial Condition as of and for the Years Ended December 31, 2021 and 2020

Our total assets as of December 31, 2021 increased $1.65 billion to $18.05 billion from the $16.40 billion reported as of December 31, 2020. Cash and cash equivalents increased $2.39 billion, or 188.84%. The increase in cash and cash equivalents is due to loan paydowns as well as the significant amount of excess liquidity in the market as a continued result of the COVID-19 pandemic and the accompanying governmental response. Our loan portfolio balance decreased $1.38 billion to $9.84 billion as of December 31, 2021, from $11.22 billion as of December 31, 2020. The decrease in the loan portfolio is due to organic loan decline of $822.2 million and $910.1 million of the Company’s PPP loans being forgiven during 2021, which was partially offset by $347.7 million in new PPP loan originations during 2021. Total deposits increased $1.53 billion to $14.26 billion as of December 31, 2021 compared to $12.73 billion as of December 31, 2020, which was due to customers holding higher deposit balances in response to the COVID-19 pandemic as well as the resulting governmental response to the pandemic. Stockholders’ equity increased $160.0 million to $2.77 billion as of December 31, 2021, compared to $2.61 billion as of December 31, 2020. The increase in stockholders’ equity is primarily associated with the $319.0 million in net income, which was partially offset by the $33.7 million decrease in accumulated other comprehensive income, $92.1 million of shareholder dividends paid and the repurchase of $44.5 million of our common stock during 2021. The improvement in stockholders’ equity was 6.1% for the year ended December 31, 2021 compared to December 31, 2020.

Our total assets as of December 31, 2020 increased $1.37 billion to $16.40 billion from the $15.03 billion reported as of December 31, 2019. Cash and cash equivalents increased $773.2 million, or 157.6%, due to the significant excess liquidity in the market created by the COVID-19 pandemic and the accompanying governmental response. Our loan portfolio balance increased $351.0 million to $11.22 billion as of December 31, 2020, from $10.87 billion as of December 31, 2019. The increase in the loan portfolio is due to the $675.2 million of PPP loans as well as the acquisition of $406.2 million of loans from LH-Finance during the first quarter of 2020, which was offset by $730.4 million in organic loan decline for the year ended December 31, 2020. Total deposits increased $1.45 billion to $12.73 billion as of December 31, 2020 compared to $11.28 billion as of December 31, 2019, which was due to customers holding higher deposit balances in response to the COVID-19 pandemic as well as the resulting governmental response to the pandemic. Stockholders’ equity increased $94.2 million to $2.61 billion as of December 31, 2020, compared to $2.51 billion as of December 31, 2019. The increase in stockholders’ equity is primarily associated with the $214.4 million in net income and the $27.9 million increase in accumulated other comprehensive income, which were partially offset by the $44.0 million impact of the adoption of ASC 326, $87.7 million of shareholder dividends paid and the repurchase of $25.7 million of our common stock during 2020. The improvement in stockholders’ equity was 3.8% for the year ended December 31, 2020 compared to December 31, 2019.

Loan Portfolio

Our loan portfolio averaged $10.38 billion and $11.50 billion during the years ended December 31, 2021 and 2020, respectively. Loans receivable were $9.84 billion as of December 31, 2021 compared to $11.22 billion as of December 31, 2020, a decrease of $1.38 billion, or 12.34%.

The CARES Act was passed by Congress and signed into law on March 27, 2020. The CARES Act includes an allocation for loans to be issued by financial institutions through the SBA. This program is known as the PPP. PPP loans are forgivable, in whole or in part, so long as employee and compensation levels of the borrower are maintained, and the proceeds are used for payroll and other permitted purposes in accordance with the requirements of the PPP. These loans carry a fixed rate of 1.00% and a term of two years, if not forgiven, in whole or in part. Payments are deferred for the first six months of the loan. The loans are 100% guaranteed by the SBA. The SBA pays the originating bank a processing fee ranging from 1.00% to 5.00%, based on the size of the loan. The PPP/HCEA Act was enacted on April 24, 2020. The PPP/HCEA Act authorizes additional funds under the CARES Act for PPP loans to be issued by financial institutions through the SBA. The CAA was signed into law on December 27, 2020. The CAA also authorizes additional funds under the

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CARES Act for PPP loans to be issued by financial institutions through the SBA with a term of 5 years. As of December 31, 2021, the Company had $112.8 million of PPP loans. This balance consists of $107.9 million in commercial and industrial loans and $4.9 million in other loans.

During 2021, the Company experienced a decline of approximately $1.38 billion in loans. The decrease in the loan portfolio is primarily due to $822.2 million in organic loan decline as well as $562.4 million in PPP loan decline. The $822.2 million in organic loan decline included $385.3 million in loan growth for Centennial CFG, while the remaining footprint experienced $1.20 billion in loan decline during 2021. The $562.4 million in PPP loan decline was the result of $910.1 million of PPP loans being forgiven, partially offset by $347.7 million in new PPP loans during 2021.

During 2020, the Company experienced an increase of approximately $351.0 million in loans compared to 2019. The increase in the loan portfolio is primarily due to the $675.2 million of PPP loans held as of December 31, 2020 as well as the acquisition of $406.2 million of loans from LH-Finance during the first quarter of 2020, which was offset by $730.4 million in organic loan decline for the year ended December 31, 2020. Excluding the effects of PPP loan originations, Centennial CFG experienced $59.9 million of organic loan decline during the year, while the remaining footprint, excluding the acquisition of LH-Finance, experienced $670.5 million of organic loan decline during 2020.

The most significant components of the loan portfolio were commercial real estate, residential real estate, consumer and commercial and industrial loans. These loans are generally secured by residential or commercial real estate or business or personal property. Although these loans are primarily originated within our franchises in Arkansas, Florida, South Alabama and Centennial CFG, the property securing these loans may not physically be located within our market areas of Arkansas, Florida, Alabama and New York. Loans receivable were approximately $3.14 billion, $3.67 billion, $218.8 million, $888.2 million and $1.92 billion as of December 31, 2021 in Arkansas, Florida, Alabama, SPF and Centennial CFG, respectively.

As of December 31, 2021, we had $376.4 million of construction/land development loans which were collateralized by land. This consisted of $38.1 million for raw land and $338.3 million for land with commercial and/or residential lots.

Table 8 presents our loans receivable balances by category as of December 31, 2021, 2020 and 2019.

Table 8: Loans Receivable

As of December 31,
20212020
(In thousands)
Real estate:
Commercial real estate loans:
Non-farm/non-residential$3,889,284$4,429,060
Construction/land development1,850,0501,562,298
Agricultural130,674114,431
Residential real estate loans:
Residential 1-4 family1,274,9531,536,257
Multifamily residential280,837536,538
Total real estate7,425,7988,178,584
Consumer825,519864,690
Commercial and industrial1,386,7471,896,442
Agricultural43,92066,869
Other154,105214,136
Total loans receivable$9,836,089$11,220,721

Commercial Real Estate Loans. We originate non-farm and non-residential loans (primarily secured by commercial real estate), construction/land development loans, and agricultural loans, which are generally secured by real estate located in our market areas. Our commercial mortgage loans are generally collateralized by first liens on real estate and amortized (where defined) over a 15 to 30-year period with balloon payments due at the end of one to five years. These loans are generally underwritten by assessing cash flow (debt service coverage), primary and secondary source of repayment, the

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financial strength of any guarantor, the strength of the tenant (if any), the borrower’s liquidity and leverage, management experience, ownership structure, economic conditions and industry specific trends and collateral. Generally, we will loan up to 85% of the value of improved property, 65% of the value of raw land and 75% of the value of land to be acquired and developed. A first lien on the property and assignment of lease is required if the collateral is rental property, with second lien positions considered on a case-by-case basis.

As of December 31, 2021, commercial real estate loans totaled $5.87 billion, or 59.7% of loans receivable, as compared to $6.11 billion, or 54.4% of loans receivable, as of December 31, 2020. Commercial real estate loans originated in our Arkansas, Florida, Alabama, SPF and Centennial CFG markets were $2.06 billion, $2.38 billion, $105.6 million, zero and $1.33 billion at December 31, 2021, respectively.

Residential Real Estate Loans. We originate one to four family, residential mortgage loans generally secured by property located in our primary market areas. Approximately 35.6% and 52.1% of our residential mortgage loans consist of owner occupied 1-4 family properties and non-owner occupied 1-4 family properties (rental), respectively, as of December 31, 2021, with the remaining 12.3% relating to condos and mobile homes. Residential real estate loans generally have a loan-to-value ratio of up to 90%. These loans are underwritten by giving consideration to many factors including the borrower’s ability to pay, stability of employment or source of income, debt-to-income ratio, credit history and loan-to-value ratio.

As of December 31, 2021, residential real estate loans totaled $1.56 billion, or 15.8%, of loans receivable, compared to $2.07 billion, or 18.5% of loans receivable, as of December 31, 2020. Residential real estate loans originated in our franchises in our Arkansas, Florida, Alabama, SPF and Centennial CFG markets were $483.2 million, $858.9 million, $60.6 million, zero and $153.1 million at December 31, 2021, respectively.

Consumer Loans. Our consumer loans are composed of secured and unsecured loans originated by our bank, the primary portion of which consists of loans to finance USCG registered high-end sail and power boats as a result of our acquisition of SPF on June 30, 2018 as well as our acquisition of LH-Finance on February 29, 2020. The performance of consumer loans will be affected by the local and regional economies as well as the rates of personal bankruptcies, job loss, divorce and other individual-specific characteristics.

As of December 31, 2021, consumer loans totaled $825.5 million, or 8.4% of loans receivable, compared to $864.7 million, or 7.7% of loans receivable, as of December 31, 2020. Consumer loans originated in our Arkansas, Florida, Alabama, SPF and Centennial CFG markets were $20.0 million, $8.5 million, $763,000, $796.3 million and zero at December 31, 2021, respectively.

Commercial and Industrial Loans. Commercial and industrial loans are made for a variety of business purposes, including working capital, inventory, equipment and capital expansion. The terms for commercial loans are generally one to seven years. Commercial loan applications must be supported by current financial information on the borrower and, where appropriate, by adequate collateral. Commercial loans are generally underwritten by addressing cash flow (debt service coverage), primary and secondary sources of repayment, the financial strength of any guarantor, the borrower’s liquidity and leverage, management experience, ownership structure, economic conditions and industry specific trends and collateral. The loan to value ratio depends on the type of collateral. Generally speaking, accounts receivable are financed at between 50% and 80% of accounts receivable less than 60 days past due. Inventory financing will range between 50% and 80% (with no work in process) depending on the borrower and nature of inventory. We require a first lien position for those loans.

As of December 31, 2021, commercial and industrial loans totaled $1.39 billion, or 14.1% of loans receivable, which compared to $1.90 billion, or 16.9% of loans receivable, as of December 31, 2020. Commercial and industrial loans originated in our Arkansas, Florida, Alabama, SPF and Centennial CFG markets were $453.4 million, $362.3 million, $42.2 million, $91.9 million and $437.0 million at December 31, 2021, respectively.

Agricultural Loans. Agricultural loans include loans for financing agricultural production, including loans to businesses or individuals engaged in the production of timber, poultry, livestock or crops and are not categorized as part of real estate loans. Our agricultural loans are generally secured by farm machinery, livestock, crops, vehicles or other agricultural-related collateral. A portion of our portfolio of agricultural loans is comprised of loans to individuals which would normally be characterized as consumer loans except for the fact that the individual borrowers are primarily engaged in the production of timber, poultry, livestock or crops.

As of December 31, 2021, agricultural loans totaled $43.9 million, or 0.4% of loans receivable, compared to the $66.9 million, or 0.6% of loans receivable as of December 31, 2020. Agricultural loans originated in our Arkansas, Florida,

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Alabama, SPF and Centennial CFG markets were $43.6 million, $330,000, zero, zero and zero at December 31, 2021, respectively.

Table 9 presents the distribution of the maturity of our total loans as of December 31, 2021. The table also presents the portion of our loans that have fixed interest rates and interest rates that fluctuate over the life of the loans based on changes in the interest rate environment.

The loans acquired during our acquisitions accrete interest income through accretion of the difference between the carrying amount of the loans and the expected cash flows. Increases in the credit quality or cash flows of loans (reflected as an adjustment to yield and accreted into income over the weighted-average life of the loans).

Table 9: Maturity Distribution of Loan Portfolio and Interest Rate Detail of Loans Due After One Year

Maturity Distribution of Loan Portfolio
One Year or LessOver One Year Through Five YearsOver Five Years Through Fifteen YearsOver Fifteen YearsTotal Loans Receivable
(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential$802,472$2,177,997$856,396$52,419$3,889,284
Construction/land development921,822764,38098,88364,9651,850,050
Agricultural28,67986,78114,831383130,674
Residential real estate loans
Residential 1-4 family211,202325,617181,293556,8411,274,953
Multifamily residential70,191140,50059,72210,424280,837
Total real estate2,034,3663,495,2751,211,125685,0327,425,798
Consumer7,13119,718206,334592,336825,519
Commercial and industrial309,603938,645117,92320,5761,386,747
Agricultural28,45215,02444443,920
Other8,97581,38949,68014,061154,105
Total loans receivable$2,388,527$4,550,051$1,585,506$1,312,005$9,836,089
Loans Due After One Year
Predetermined Interest RatesFloating or Adjustable Interest RatesTotal
(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential$1,849,587$1,237,225$3,086,812
Construction/land development271,172657,056928,228
Agricultural88,65113,344101,995
Residential real estate loans
Residential 1-4 family416,515647,2361,063,751
Multifamily residential98,102112,544210,646
Total real estate2,724,0272,667,4055,391,432
Consumer793,69724,691818,388
Commercial and industrial489,406587,7381,077,144
Agricultural9,0176,45115,468
Other119,60225,528145,130
Total loans receivable$4,135,749$3,311,813$7,447,562

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Non-Performing Assets

We classify our problem loans into three categories: past due loans, special mention loans and classified loans (accruing and non-accruing).

When management determines that a loan is no longer performing, and that collection of interest appears doubtful, the loan is placed on non-accrual status. Loans that are 90 days past due are placed on non-accrual status unless they are adequately secured and there is reasonable assurance of full collection of both principal and interest. Our management closely monitors all loans that are contractually 90 days past due, treated as “special mention” or otherwise classified or on non-accrual status.

The Company adopted ASC 326 using the prospective transition approach for financial assets purchased with credit deterioration that were previously classified as PCI and accounted for under ASC 310-30. In 2019, the Company reevaluated its loan pools of purchased loans with deteriorated credit quality. These loans pools related specifically to acquired loans from the Heritage, Liberty, Landmark, Bay Cities, Bank of Commerce, Premier Bank, Stonegate and Shore Premier Finance acquisitions. At acquisition, a portion of these loans were recorded as purchased credit impaired loans on a pool by pool basis. Through the reevaluation of these loan pools, management determined that estimated losses for purchase credit impaired loans should be processed against the credit mark of the applicable pools. The remaining non-accretable mark was then moved to accretable mark to be recognized over the remaining weighted average life of the loan pools. The projected losses for these loans were less than the total credit mark. As such, the remaining $107.6 million of loans in these pools along with the $29.3 million in accretable yield were deemed to be immaterial and were reclassified out of the purchased credit impaired loans category. As of December 31, 2019, the Company no longer held any purchased loans with deteriorated credit quality. Therefore, the Company did not have any PCI loans upon adoption of ASC 326 as of January 1, 2020.

The Company has purchased loans, some of which have experienced more than insignificant credit deterioration since origination. PCD loans are recorded at the amount paid. An allowance for credit losses is determined using the same methodology as other loans. The initial allowance for credit losses determined on a collective basis is allocated to individual loans. The sum of the loan’s purchase price and allowance for credit losses becomes its initial amortized cost basis. The difference between the initial amortized cost basis and the par value of the loan is a noncredit discount or premium, which is amortized into interest income over the life of the loan. Subsequent changes to the allowance for credit losses are recorded through provision expense.

Table 10 sets forth information with respect to our non-performing assets as of December 31, 2021 and 2020. As of these dates, all non-performing restructured loans are included in non-accrual loans.

Table 10: Non-performing Assets

As of December 31,
20212020
(Dollars in thousands)
Non-accrual loans$47,158$64,528
Loans past due 90 days or more (principal or interest payments)3,0359,610
Total non-performing loans50,19374,138
Other non-performing assets
Foreclosed assets held for sale, net1,6304,420
Other non-performing assets
Total other non-performing assets1,6304,420
Total non-performing assets$51,823$78,558
Allowance for credit losses to non-accrual loans501.96%380.41%
Allowance for credit losses to non-performing loans471.61331.10
Non-accrual loans to total loans0.480.58
Non-performing loans to total loans0.510.66
Non-performing assets to total assets0.290.48

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Our non-performing loans are comprised of non-accrual loans and accruing loans that are contractually past due 90 days. Our bank subsidiary recognizes income principally on the accrual basis of accounting. When loans are classified as non-accrual, the accrued interest is charged off and no further interest is accrued, unless the credit characteristics of the loan improve. If a loan is determined by management to be uncollectible, the portion of the loan determined to be uncollectible is then charged to the allowance for credit losses.

Total non-performing loans were $50.2 million as of December 31, 2021, compared to $74.1 million as of December 31, 2020, for a decrease of $23.9 million. The $23.9 million decrease in non-performing loans is the result of a $10.2 million decrease in non-performing loans in our Arkansas market, a $16.3 million decrease in non-performing loans in our Florida market, a $60,000 decrease in non-performing loans in our Alabama market, a $2.1 million decrease in non-performing loans attributable to our SPF market, partially offset by a $4.7 million increase in non-performing loans in our Centennial CFG market. Non-performing loans, at December 31, 2021, were $13.9 million, $26.8 million, $470,000, $1.5 million and $7.5 million in the Arkansas, Florida, Alabama, SPF and Centennial CFG markets, respectively.

The $7.5 million balance of non-accrual loans for our Centennial CFG market consists of two loans that are assessed for Credit risk by the Federal Reserve under the Shared National Credit Program. The decision to place these loans on non-accrual status was made by the Federal Reserve and not the Company. The loans that make up the total balance are still current on both principal and interest. However, all interest payments are currently being applied to the principal balance. Because the Federal Reserve required us to place these loans on non-accrual status, we have reversed any interest that had accrued subsequent to the non-accrual date designated by the Federal Reserve.

During the year ended December 31, 2021, the Company did not record a provision for credit losses but did record a $4.8 million negative provision for unfunded commitments compared to a $112.3 million provision for credit losses and a $17.0 million provision for unfunded commitments for a total credit loss expense of $129.3 million for the year ended December 31, 2020. The $4.8 million negative provision for the year ended December 31, 2021 was due to a single commercial & industrial loan for which a reserve was no longer considered necessary due to the borrower’s current cash flow position. The $129.3 million of total credit loss expense for the year ended December 31, 2020 was primarily due to the uncertainty created by the COVID-19 pandemic, with $9.3 million as a result of the acquisition of LH-Finance on February 29, 2020. The Company’s provisioning model is closely tied to unemployment rate projections which have continued to improve since the fourth quarter of 2020. The Company determined that an additional provision for credit losses was not necessary. Despite the improvements in the economic and public health outlooks in the United States during 2021, the emergence of the Delta variant during the second quarter and the Omicron variant during the fourth quarter have resulted in significant uncertainty about the future impact of the pandemic on our business, results of operations and financial condition. As a result, the Company determined that a negative provision for credit losses was not appropriate at this time, and the current level of the allowance for credit losses was considered adequate as of December 31, 2021.

Troubled debt restructurings (“TDRs”) generally occur when a borrower is experiencing, or is expected to experience, financial difficulties in the near term. As a result, we will work with the borrower to prevent further difficulties, and ultimately to improve the likelihood of recovery on the loan. In those circumstances it may be beneficial to restructure the terms of a loan and work with the borrower for the benefit of both parties, versus forcing the property into foreclosure and having to dispose of it in an unfavorable and depressed real estate market. When we have modified the terms of a loan, we usually either reduce the monthly payment and/or interest rate for generally about three to twelve months. For our TDRs that accrue interest at the time the loan is restructured, it would be a rare exception to have charged-off any portion of the loan. As of December 31, 2021, we had $6.5 million of restructured loans that are in compliance with the modified terms and are not reported as past due or non-accrual in Table 10. Our Florida market contains $3.8 million and our Arkansas market contains $2.7 million of these restructured loans.

A loan modification that might not otherwise be considered may be granted resulting in classification as a TDR. These loans can involve loans remaining on non-accrual, moving to non-accrual, or continuing on an accrual status, depending on the individual facts and circumstances of the borrower. Generally, a non-accrual loan that is restructured remains on non-accrual for a period of six months to demonstrate that the borrower can meet the restructured terms. However, performance prior to the restructuring, or significant events that coincide with the restructuring, are considered in assessing whether the borrower can pay under the new terms and may result in the loan being returned to an accrual status after a shorter performance period. If the borrower’s ability to meet the revised payment schedule is not reasonably assured, the loan will remain in a non-accrual status.

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Section 4013 of the CARES Act enacted in March 2020 provides financial institutions optional temporary relief from the TDR classification requirements for certain COVID-19 related loan modifications. Specifically, financial institutions may elect to suspend TDR classification for certain loan modifications related to COVID-19 made between March 1, 2020 and the earlier of December 31, 2020 or 60 days after termination of the President’s national emergency declaration for COVID-19. Further, financial institutions do not need to determine impairment associated with certain loan concessions that would otherwise have been required for TDRs (e.g., interest rate concessions, payment deferrals, or loan extensions). On April 7, 2020, the Federal Reserve Board and the other federal bank regulatory agencies issued an interagency statement clarifying the relationship between the Section 4013 of the CARES Act and previous guidance issued by the agencies on March 22, 2020. This interagency statement encourages financial institutions to work prudently with borrowers who are or may be unable to meet their payment obligations because of COVID-19 and states that the agencies view loan modification programs as positive actions that can mitigate adverse effects on borrowers due to COVID-19. The Company relied on Section 4013 of the CARES Act in accounting for loan modifications during the year ended December 31, 2021. As of December 31, 2021, our loan deferrals decreased to $190.7 million on 26 loans from the December 31, 2020 balance of $330.7 million on 56 loans. All of the customers currently on deferment chose principal deferment only and now have returned to paying interest monthly. The hospitality sector has been most negatively impacted by COVID-19 and represents approximately 76% of the deferment balance as of December 31, 2021.

The majority of the Bank’s loan modifications relates to commercial lending and involves reducing the interest rate, changing from a principal and interest payment to interest-only, a lengthening of the amortization period, or a combination of some or all of the three. In addition, it is common for the Bank to seek additional collateral or guarantor support when modifying a loan. At December 31, 2021, the amount of TDRs was $7.5 million, a decrease of 38.9% from $12.3 million at December 31, 2020. As of December 31, 2021 and 2020, 85.7% and 87.1%, respectively, of all restructured loans were performing to the terms of the restructure.

Total foreclosed assets held for sale were $1.6 million as of December 31, 2021, compared to $4.4 million as of December 31, 2020 for a decrease of $2.8 million. The foreclosed assets held for sale as of December 31, 2021 are comprised of approximately $500,000 of assets located in Arkansas and $1.1 million of assets located in Florida and zero from Alabama, SPF and Centennial CFG.

Table 11 shows the summary of foreclosed assets held for sale as of December 31, 2021 and 2020.

Table 11: Total Foreclosed Assets Held for Sale

December 31
20212020
(In thousands)
Commercial real estate loans
Non-farm/non-residential$536$438
Construction/land development8343,189
Agricultural
Residential real estate loans
Residential 1-4 family260793
Multifamily residential
Total foreclosed assets held for sale$1,630$4,420

A loan is considered impaired when it is probable that we will not receive all amounts due according to the contracted terms of the loans. Impaired loans include non-performing loans (loans past due 90 days or more and non-accrual loans), criticized and/or classified loans with a specific allocation, loans categorized as TDRs and certain other loans identified by management that are still performing (loans included in multiple categories are only included once). As of December 31, 2021, average impaired loans were $289.5 million compared to $96.6 million as of December 31, 2020. As of December 31, 2021 impaired loans were $331.5 million compared to $112.7 million as of December 31, 2020. The amortized cost balance for loans with a specific allocation increased from $39.5 million to $284.0 million, and the specific allocation for impaired loans increased by approximately $41.0 million for the period ended December 31, 2021 compared to the period ended December 31, 2020. The increase in collateral-dependent impaired loans was primarily due to the Company changing the valuation method for lodging and assisted living loans to a market price valuation methodology. This involved assigning a 15% discount of par for these impaired loans. The 15% figure was derived based on knowledge

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of current hotel and assisted living offerings in the loan sale market. In the event of default, liquidation would be achieved through a loan sale. The Company is continuing to monitor these impaired loans and will adjust the discount as necessary. As of December 31, 2021, our Arkansas, Florida, Alabama, SPF and Centennial CFG markets accounted for approximately $179.6 million, $142.4 million, $470,000, $1.5 million and $7.5 million of the impaired loans, respectively.

The Company has purchased loans, some of which have experienced more than insignificant credit deterioration since origination. PCD loans are recorded at the amount paid. An allowance for credit losses is determined using the same methodology as other loans. The initial allowance for credit losses determined on a collective basis is allocated to individual loans. The sum of the loan’s purchase price and allowance for credit losses becomes its initial amortized cost basis. The difference between the initial amortized cost basis and the par value of the loan is a noncredit discount or premium, which is amortized into interest income over the life of the loan. Subsequent changes to the allowance for credit losses are recorded through provision expense. The Company held approximately $448,000 and $760,000 in PCD loans as of December 31, 2021 and 2020, respectively.

Past Due and Non-Accrual Loans

Table 12 shows the summary non-accrual loans as of December 31, 2021 and 2020:

Table 12: Total Non-Accrual Loans

December 31
20212020
(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential$11,923$20,947
Construction/land development1,4451,381
Agricultural897879
Residential real estate loans
Residential 1-4 family16,19819,334
Multifamily residential156173
Total real estate30,61942,714
Consumer1,6483,506
Commercial and industrial13,87517,251
Agricultural & other1,0161,057
Total non-accrual loans$47,158$64,528

If the non-accrual loans had been accruing interest in accordance with the original terms of their respective agreements, interest income of approximately $2.4 million for the year ended December 31, 2021, $3.7 million in 2020, and $2.4 million in 2019 would have been recorded. Interest income recognized on the non-accrual loans for the years ended December 31, 2021, 2020 and 2019 was considered immaterial.

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Table 13 shows the summary of accruing past due loans 90 days or more as of December 31, 2021 and 2020:

Table 13: Total Loans Accruing Past Due 90 Days or More

As of December 31,
20212020
(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential$2,225$6,088
Construction/land development1,296
Agricultural
Residential real estate loans
Residential 1-4 family7011,821
Multifamily residential
Total real estate2,9269,205
Consumer2174
Commercial and industrial107231
Total loans accruing past due 90 days or more$3,035$9,610

Our total loans accruing past due 90 days or more and non-accrual loans to total loans was 0.51% and 0.66% as of December 31, 2021 and 2020, respectively.

Allowance for Credit Losses

The Company adopted ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, effective January 1, 2020. The guidance replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables. It also applies to off-balance sheet credit exposures not accounted for as insurance, including loan commitments, standby letters of credits, financial guarantees, and other similar instruments. The Company adopted ASC 326 using the modified retrospective method for loans and off-balance-sheet credit exposures. Results for reporting periods beginning after January 1, 2020 are presented under ASC 326 while prior period amounts continue to be reported in accordance with previously applicable GAAP. The Company recorded a one-time cumulative-effect adjustment to the allowance for credit losses of $44.0 million, which was recognized through a $32.5 million adjustment to retained earnings, net of tax. This adjustment brought the beginning balance of the allowance for credit losses to $146.1 million as of January 1, 2020. In addition, the Company recorded a $15.5 million reserve on unfunded commitments, as of January 1, 2020, which was recognized through an $11.5 million adjustment to retained earnings, net of tax.

Overview. The allowance for credit losses on loans receivable is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the uncollectability of a loan balance is confirmed and expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off.

The Company uses the discounted cash flow (“DCF”) method to estimate expected losses for all of Company’s loan pools. These pools are as follows: construction & land development; other commercial real estate; residential real estate; commercial & industrial; and consumer & other. The loan portfolio pools were selected in order to generally align with the loan categories specified in the quarterly call reports required to be filed with the Federal Financial Institutions Examination Council. For each of these loan pools, the Company generates cash flow projections at the instrument level wherein payment expectations are adjusted for estimated prepayment speed, curtailments, time to recovery, probability of default, and loss given default. The modeling of expected prepayment speeds, curtailment rates, and time to recovery are based on historical internal data. The Company uses regression analysis of historical internal and peer data to determine suitable loss drivers to utilize when modeling lifetime probability of default and loss given default. This analysis also determines how expected probability of default and loss given default will react to forecasted levels of the loss drivers.

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For all DCF models, management has determined that four quarters represents a reasonable and supportable forecast period and reverts to a historical loss rate over four quarters on a straight-line basis. Management leverages economic projections from a reputable and independent third party to inform its loss driver forecasts over the four-quarter forecast period. Other internal and external indicators of economic forecasts are also considered by management when developing the forecast metrics.

Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level, or term as well as for changes in environmental conditions, such as changes in the national unemployment rate, gross domestic product, rental vacancy rate, housing price index and national retail sales index.

The allowance for credit losses is measured based on call report segment as these types of loan exhibit similar risk characteristics. The identified loan segments are as follows:

•1-4 family construction

•All other construction

•1-4 family revolving home equity lines of credit (“HELOC”) & junior liens

•1-4 family senior liens

•Multifamily

•Owner occupies commercial real estate

•Non-owner occupied commercial real estate

•Commercial & industrial, agricultural, non-depository financial institutions, purchase/carry securities, other

•Consumer auto

•Other consumer

•Other consumer - SPF

The combination of adjustments for credit expectations (default and loss) and time expectations prepayment, curtailment, and time to recovery) produces an expected cash flow stream at the instrument level. Instrument effective yield is calculated, net of the impacts of prepayment assumptions, and the instrument expected cash flows are then discounted at that effective yield to produce an instrument-level net present value of expected cash flows (“NPV”). An allowance for credit loss is established for the difference between the instrument’s NPV and amortized cost basis.

The allowance for credit losses for each segment is measured through the use of the discounted cash flow method. Loans evaluated individually that are considered to be collateral dependent are not included in the collective evaluation. For those loans that are classified as impaired, an allowance is established when the discounted cash flows, collateral value or observable market price of the impaired loan is lower than the carrying value of that loan. For loans that are not considered to be collateral dependent, an allowance is recorded based on the loss rate for the respective pool within the collective evaluation if a specific reserve is not recorded.

Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals, and modifications unless either of the following applies:

•Management has a reasonable expectation at the reporting date that troubled debt restructuring will be executed with an individual borrower.

•The extension or renewal options are included in the original or modified contract at the reporting date and are not unconditionally cancellable by the Company.

Management qualitatively adjusts model results for risk factors that are not considered within our modeling processes but are nonetheless relevant in assessing the expected credit losses within our loan pools. These Q-Factors and other qualitative adjustments may increase or decrease management's estimate of expected credit losses by a calculated percentage or amount based upon the estimated level of risk. The various risks that may be considered in making Q-Factor and other qualitative adjustments include, among other things, the impact of (i) changes in lending policies, procedures and strategies; (ii) changes in nature and volume of the portfolio; (iii) staff experience; (iv) changes in volume and trends in classified loans, delinquencies and nonaccruals; (v) concentration risk; (vi) trends in underlying collateral values; (vii) external factors such as competition, legal and regulatory environment; (viii) changes in the quality of the loan review system and (ix) economic conditions.

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Loans considered impaired, according to ASC 326, are loans for which, based on current information and events, it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement. The aggregate amount of impairment of loans is utilized in evaluating the adequacy of the allowance for credit losses and amount of provisions thereto. Losses on impaired loans are charged against the allowance for credit losses when in the process of collection, it appears likely that such losses will be realized. The accrual of interest on impaired loans is discontinued when, in management’s opinion the collection of interest is doubtful or generally when loans are 90 days or more past due. When accrual of interest is discontinued, all unpaid accrued interest is reversed. Interest income is subsequently recognized only to the extent cash payments are received in excess of principal due. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Loans are placed on non-accrual status when management believes that the borrower’s financial condition, after giving consideration to economic and business conditions and collection efforts, is such that collection of interest is doubtful, or generally when loans are 90 days or more past due. Loans are charged against the allowance for credit losses when management believes that the collectability of the principal is unlikely. Accrued interest related to non-accrual loans is generally charged against the allowance for credit losses when accrued in prior years and reversed from interest income if accrued in the current year. Interest income on non-accrual loans may be recognized to the extent cash payments are received, although the majority of payments received are usually applied to principal. Non-accrual loans are generally returned to accrual status when principal and interest payments are less than 90 days past due, the customer has made required payments for at least six months, and we reasonably expect to collect all principal and interest.

Acquisition Accounting and Acquired Loans. We account for our acquisitions under FASB ASC Topic 805, Business Combinations, which requires the use of the acquisition method of accounting. All identifiable assets acquired, including loans, are recorded at fair value. In accordance with ASC 326, the Company records both a discount and an allowance for credit losses on acquired loans. All purchased loans are recorded at fair value in accordance with the fair value methodology prescribed in FASB ASC Topic 820, Fair Value Measurements. The fair value estimates associated with the loans include estimates related to expected prepayments and the amount and timing of undiscounted expected principal, interest and other cash flows.

The Company has purchased loans, some of which have experienced more than insignificant credit deterioration since origination. PCD loans are recorded at the amount paid. An allowance for credit losses is determined using the same methodology as other loans. The initial allowance for credit losses determined on a collective basis is allocated to individual loans. The sum of the loan’s purchase price and allowance for credit losses becomes its initial amortized cost basis. The difference between the initial amortized cost basis and the par value of the loan is a noncredit discount or premium, which is amortized into interest income over the life of the loan. Subsequent changes to the allowance for credit losses are recorded through provision for credit loss.

Allowance for Credit Losses on Off-Balance Sheet Credit Exposures. The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit unless that obligation is unconditionally cancellable by the Company. The allowance for credit losses on off-balance sheet credit exposures is adjusted as a provision for credit loss expense. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life.

Specific Allocations. As a general rule, if a specific allocation is warranted, it is the result of an analysis of a previously classified credit or relationship. Typically, when it becomes evident through the payment history or a financial statement review that a loan or relationship is no longer supported by the cash flows of the asset and/or borrower and has become collateral dependent, we will use appraisals or other collateral analysis to determine if collateral impairment has occurred. The amount or likelihood of loss on this credit may not yet be evident, so a charge-off would not be prudent. However, if the analysis indicates that an impairment has occurred, then a specific allocation will be determined for this loan. If our existing appraisal is outdated or the collateral has been subject to significant market changes, we will obtain a new appraisal for this impairment analysis. The majority of our impaired loans are collateral dependent at the present time, so third-party appraisals were used to determine the necessary impairment for these loans. Cash flow available to service debt was used for the other impaired loans. This analysis is performed each quarter in connection with the preparation of the analysis of the adequacy of the allowance for credit losses, and if necessary, adjustments are made to the specific allocation provided for a particular loan.

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For collateral dependent loans, we do not consider an appraisal outdated simply due to the passage of time. However, if an appraisal is older than 13 months and if market or other conditions have deteriorated and we believe that the current market value of the property is not within approximately 20% of the appraised value, we will consider the appraisal outdated and order either a new appraisal or an internal validation report for the impairment analysis. The recognition of any provision or related charge-off on a collateral dependent loan is either through annual credit analysis or, many times, when the relationship becomes delinquent. If the borrower is not current, we will update our credit and cash flow analysis to determine the borrower's repayment ability. If we determine this ability does not exist and it appears that the collection of the entire principal and interest is not likely, then the loan could be placed on non-accrual status. In any case, loans are classified as non-accrual no later than 105 days past due. If the loan requires a quarterly impairment analysis, this analysis is completed in conjunction with the completion of the analysis of the adequacy of the allowance for credit losses. Any exposure identified through the impairment analysis is shown as a specific reserve on the individual impairment. If it is determined that a new appraisal or internal validation report is required, it is ordered and will be taken into consideration during completion of the next impairment analysis.

In estimating the net realizable value of the collateral, management may deem it appropriate to discount the appraisal based on the applicable circumstances. In such case, the amount charged off may result in loan principal outstanding being below fair value as presented in the appraisal.

Between the receipt of the original appraisal and the updated appraisal, we monitor the loan's repayment history. If the loan is $3.0 million or greater or the total loan relationship is $5.0 million or greater, our policy requires an annual credit review. Our policy requires financial statements from the borrowers and guarantors at least annually. In addition, we calculate the global repayment ability of the borrower/guarantors at least annually.

As a general rule, when it becomes evident that the full principal and accrued interest of a loan may not be collected, or by law at 105 days past due, we will reflect that loan as non-performing. It will remain non-performing until it performs in a manner that it is reasonable to expect that we will collect the full principal and accrued interest.

When the amount or likelihood of a loss on a loan has been determined, a charge-off should be taken in the period it is determined. If a partial charge-off occurs, the quarterly impairment analysis will determine if the loan is still impaired, and thus continues to require a specific allocation.

The Company had $331.5 million and $112.7 million in collateral-dependent impaired loans for the periods ended December 31, 2021 and 2020, respectively. The increase in collateral-dependent impaired loans was due to the Company changing the valuation method for lodging and assisted living loans to a market price valuation methodology. This involved assigning a 15% discount of par for these impaired loans. The 15% figure was derived based on knowledge of current hotel and assisted living offerings in the loan sale market. In the event of default, liquidation would be achieved through a loan sale. The Company is continuing to monitor these impaired loans and will adjust the discount as necessary.

Loans Collectively Evaluated for Impairment. Loans receivable collectively evaluated for impairment decreased by approximately $1.22 billion from $10.76 billion at December 31, 2020 to $9.54 billion at December 31, 2021. The percentage of the allowance for credit losses allocated to loans receivable collectively evaluated for impairment to the total loans collectively evaluated for impairment decreased from 2.18% at December 31, 2020 to 1.94% at December 31, 2021.

Charge-offs and Recoveries. Total charge-offs decreased to $11.7 million for the year ended December 31, 2021, compared to $14.5 million for the year ended December 31, 2020. Total recoveries increased to $2.9 million for the year ended December 31, 2021, compared to $2.1 million for the same period in 2020.

Net loans charged off for the years ended December 31, 2021 and 2020 were $8.8 million and $12.4 million, respectively. For the years ended December 31, 2021 and 2020, approximately $3.1 million and $4.4 million, respectively, of the net charge-offs were from our Arkansas market. For the years ended December 31, 2021 and 2020, approximately $5.3 million and $7.9 million, respectively, of the net charge-offs were from our Florida market. Approximately $17,000 and $11,000 related to net charge-offs for the years ended December 31, 2021 and 2020, respectively, on loans in our Alabama market. For the years ended December 31, 2021 and 2020, approximately $401,000 and $80,000 of the net charge-offs were from our SPF market. There have been zero charge-offs for Centennial CFG since the franchise was formed in 2015.

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While the 2021 charge-offs and recoveries consisted of many relationships, there were two individual relationships consisting of charge-offs greater than $1.0 million. The first was a $3.8 million charge-off for a commercial and industrial loan in our Florida market. The second was a $1.9 million charge-off for a commercial and industrial loan in our Arkansas market. For the year ended December 31, 2020, there were two individual relationships consisting of charge-offs greater than $1.0 million. The first was a $1.9 million charge-off for a commercial and industrial loan that had been acquired in the Stonegate acquisition. The second was a $2.5 million charge-off for a commercial and industrial loan in our Florida market.

We have not charged off an amount less than what was determined to be the fair value of the collateral as presented in the appraisal, less estimated costs to sell (for collateral dependent loans), for any period presented. Loans partially charged-off are placed on non-accrual status until it is proven that the borrower's repayment ability with respect to the remaining principal balance can be reasonably assured. This is usually established over a period of 6-12 months of timely payment performance.

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Table 14 shows the allowance for credit losses, charge-offs and recoveries for loans as of and for the years ended December 31, 2021 and 2020.

Table 14: Analysis of Allowance for Credit Losses

As of December 31,
20212020
(Dollars in thousands)
Balance, beginning of year$245,473$102,122
Impact of adopting ASC 32643,988
Allowance for credit losses on acquired loans357
Loans charged off
Real estate:
Commercial real estate loans:
Non-farm/non-residential6042,990
Construction/land development1,218
Agricultural4251
Residential real estate loans:
Residential 1-4 family545485
Multifamily residential
Total real estate1,1914,744
Consumer458296
Commercial and industrial8,2427,764
Agricultural
Other1,7701,682
Total loans charged off11,66114,486
Recoveries of loans previously charged off
Real estate:
Commercial real estate loans:
Non-farm/non-residential785638
Construction/land development58107
Agricultural9
Residential real estate loans:
Residential 1-4 family680337
Multifamily residential3
Total real estate1,5261,091
Consumer70108
Commercial and industrial591218
Agricultural
Other715653
Total recoveries2,9022,070
Net loans charged off (recovered)8,75912,416
Provision for credit loss - loans102,113
Provision for credit loss - acquired loans9,309
Balance, end of year$236,714$245,473
Net charge-offs (recoveries) to average loans receivable0.08%0.11%
Allowance for credit losses to total loans2.412.19
Allowance for credit losses to net charge-offs (recoveries)2,702.521,977.07

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Net charge-offs to average loans receivable were 0.08% and 0.11% as of December 31, 2021 and 2020, respectively. Net charge-offs decreased by $3.7 million, or 29.5%, from 2020 to 2021. These improvements further enhanced the Company's strong asset quality, and additional disclosure of net charge-offs to average loans outstanding by loan category is not considered necessary.

Table 15 presents the allocation of allowance for credit losses as of December 31, 2021 and 2020.

Table 15: Allocation of Allowance for Credit Losses

December 31, 2021
20212020
Allowance Amount% ofloans(1)Allowance Amount% ofloans(1)
(Dollars in thousands)
Real estate:
Commercial real estate loans:
Non-farm/non- residential$86,91039.5%$87,04339.5%
Construction/land development28,41518.832,86113.9
Agricultural residential real estate loans:3081.31,4101.0
Residential real estate loans:
Residential 1-4 family45,36413.047,75413.7
Multifamily residential3,0942.95,4624.8
Total real estate164,09175.5174,53072.9
Consumer16,6128.421,9057.7
Commercial and industrial52,91014.146,06116.9
Agricultural1520.44690.6
Other2,9491.62,5081.9
Total$236,714100.0%$245,473100.0%

___________________________

(1)Percentage of loans in each category to total loans receivable.

Investment Securities

Our securities portfolio is the second largest component of earning assets and provides a significant source of revenue. Securities within the portfolio are classified as held-to-maturity, available-for-sale, or trading based on the intent and objective of the investment and the ability to hold to maturity. Fair values of securities are based on quoted market prices where available. If quoted market prices are not available, estimated fair values are based on quoted market prices of comparable securities. The estimated effective duration of our securities portfolio was 3.7 years as of December 31, 2021.

Securities available-for-sale are reported at fair value with unrealized holding gains and losses reported as a separate component of stockholders’ equity as other comprehensive income. Securities that are held as available-for-sale are used as a part of our asset/liability management strategy. Securities that may be sold in response to interest rate changes, changes in prepayment risk, the need to increase regulatory capital, and other similar factors are classified as available-for-sale. Available-for-sale securities were $3.12 billion and $2.47 billion as of December 31, 2021 and 2020, respectively.

As of December 31, 2021, $1.54 billion, or 49.3%, of our available-for-sale securities were invested in mortgage-backed securities, compared to $1.18 billion, or 47.6%, of our available-for-sale securities as of December 31, 2020. To reduce our income tax burden, $997.0 million, or 32.0%, of our available-for-sale securities portfolio as of December 31, 2021, was primarily invested in tax-exempt obligations of state and political subdivisions, compared to $927.9 million, or 37.5%, of our available-for-sale securities as of December 31, 2020. We had $433.0 million, or 13.9%, invested in obligations of U.S. Government-sponsored enterprises as of December 31, 2021, compared to $327.0 million, or 13.2%, of our available-for-sale securities as of December 31, 2020. Also, we had approximately $151.9 million, or 4.9%, invested in other securities as of December 31, 2021, compared to $41.0 million, or 1.7%, of our available-for-sale securities as of December 31, 2020.

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The Company evaluates all securities quarterly to determine if any securities in a loss position require a provision for credit losses in accordance with ASC 326, Measurement of Credit Losses on Financial Instruments. The Company first assesses whether it intends to sell or is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For securities that do not meet this criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost, changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has been recorded through an allowance for credit losses is recognized in other comprehensive income. Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the allowance when management believes the uncollectability of a security is confirmed or when either of the criteria regarding intent or requirement to sell is met. At December 31, 2021, the Company determined that the allowance for credit losses of $842,000, resulting from economic uncertainties related to the COVID-19 pandemic, was adequate for the investment portfolio. No additional provision for credit losses was considered necessary for the portfolio.

Table 16 presents the carrying value and fair value of investment securities as of December 31, 2021 and 2020.

Table 16: Investment Securities

December 31, 2021December 31, 2020
Amortized CostGross Unrealized GainsGross Unrealized LossesFair ValueAmortized CostGross Unrealized GainsGross Unrealized LossesFair Value
(In thousands)
Available-for-sale
U.S. government-sponsored enterprises$433,829$2,375$(3,225)$432,979$325,860$2,338$(1,207)$326,991
Residential mortgage-backed securities1,175,1854,085(18,551)1,160,719703,13810,607(688)713,057
Commercial mortgage-backed securities372,7026,521(1,968)377,255446,96418,048(126)464,886
State and political subdivisions973,31826,296(2,636)996,978898,17431,173(1,454)927,893
Other securities151,4491,781(1,354)151,87640,755434(235)40,954
Total$3,106,483$41,058$(27,734)$3,119,807$2,414,891$62,600$(3,710)$2,473,781

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Table 17 reflects the amortized cost and estimated fair value of debt securities as of December 31, 2021, by contractual maturity as well as the weighted-average yields (for tax-exempt obligations on a fully taxable equivalent basis) of those securities by contractual maturity. Expected maturities could differ from contractual maturities because borrowers may have the right to call or prepay obligations, with or without call or prepayment penalties.

Table 17: Maturity and Yield Distribution of Investment Securities

December 31, 2021
1 Year or Less1 Year Through 5 Years5 Years Through 10 YearsOver 10 YearsMonthly Amortizing SecuritiesTotal Amortized CostTotal Fair Value
(Dollars in thousands)
Available-for-sale
U.S. Government-sponsored enterprises$6,285$53,108$219,569$154,867$$433,829$432,979
State and political subdivisions1,71027,73287,127856,749973,318996,978
Residential mortgage-backed securities1,175,1851,175,1851,160,719
Commercial mortgage-backed securities372,702372,702377,255
Other securities4715,12174,83759,4442,000151,449151,876
Total$8,042$95,961$381,533$1,071,060$1,549,887$3,106,483$3,119,807
Percentage of total amortized cost0.3%3.1%12.3%34.5%49.8%100.0%
December 31, 2021
1 Year or Less1 Year Through 5 Years5 Years Through 10 YearsOver 10 YearsMonthly Amortizing SecuritiesTax Equivalent Yield
(Dollars in thousands)
Available-for-sale
U.S. Government-sponsored enterprises1.99%1.13%1.07%0.81%%0.99%
State and political subdivisions4.323.752.832.732.77
Residential mortgage-backed securities1.391.39
Commercial mortgage-backed securities1.971.97
Other securities1.544.423.401.921.032.91

The weighted average tax-equivalent yield is calculated by multiplying the carried book value by the tax-equivalent yield for each security, and is then grouped by investment type and maturity. Tax-exempt obligations have been computed on a tax-equivalent basis. Taxable-equivalent adjustments are the result of increasing income from tax-free investments by an amount equal to the taxes that would be paid if the income were fully taxable, thus making tax-exempt yields comparable to taxable asset yields. Taxable equivalent adjustments were based upon a 25.74% income tax rate. In 2021, $19.6 million of interest income on debt securities was excluded from Federal taxation, and $6.1 million was excluded from state taxation.

Deposits

Our deposits averaged $13.73 billion for the year ended December 31, 2021 and $12.44 billion for 2020. Total deposits increased $1.53 billion, or 12.1%, to $14.26 billion as of December 31, 2021, from $12.73 billion as of December 31, 2020. Uninsured deposits including related interest accrued and unpaid were $5.66 billion as of December 31, 2021 compared to $6.07 billion as of December 31, 2020. Deposits are our primary source of funds. We offer a variety of products designed to attract and retain deposit customers. Those products consist of checking accounts, regular savings deposits, NOW accounts, money market accounts and certificates of deposit. Deposits are gathered from individuals, partnerships and corporations in our market areas. In addition, we obtain deposits from state and local entities and, to a lesser extent, U.S. Government and other depository institutions.

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Our policy also permits the acceptance of brokered deposits. From time to time, when appropriate in order to fund strong loan demand, we accept brokered time deposits, generally in denominations of less than $250,000, from a regional brokerage firm, and other national brokerage networks. We also participate in the One-Way Buy Insured Cash Sweep (“ICS”) service and similar services, which provide for one-way buy transactions among banks for the purpose of purchasing cost-effective floating-rate funding without collateralization or stock purchase requirements. Management believes these sources represent a reliable and cost-efficient alternative funding source for the Company. However, to the extent that our condition or reputation deteriorates, or to the extent that there are significant changes in market interest rates which we do not elect to match, we may experience an outflow of brokered deposits. In that event we would be required to obtain alternate sources for funding.

Table 18 reflects the classification of the brokered deposits as of December 31, 2021 and 2020.

Table 18: Brokered Deposits

December 31, 2021December 31, 2020
(In thousands)
Time Deposits$$10,000
Insured Cash Sweep and Other Transaction Accounts625,704625,681
Total Brokered Deposits$625,704$635,681

The interest rates paid are competitively priced for each particular deposit product and structured to meet our funding requirements. We will continue to manage interest expense through deposit pricing. We may allow higher rate deposits to run off during periods of limited loan demand. We believe that additional funds can be attracted, and deposit growth can be realized through deposit pricing if we experience increased loan demand or other liquidity needs.

The Federal Reserve Board sets various benchmark rates, including the Federal Funds rate, and thereby influences the general market rates of interest, including the deposit and loan rates offered by financial institutions. The Federal Reserve lowered the target rate three times during 2019. First, the target rate was lowered to 2.00% to 2.25% on July 31, 2019; second, the rate was lowered on September 18, 2019 to 1.75% to 2.00%; and third, the rate was lowered on October 30, 2019 to 1.50% to 1.75%. The Federal Reserve lowered the target rate two times in 2020. First, the target rate was lowered to 1.00% to 1.25% on March 3, 2020; second, the rate was lowered to 0.00% to 0.25% on March 15, 2020. The target rate is currently at 0.00% to 0.25% as of December 31, 2021.

Table 19 reflects the classification of the average deposits and the average rate paid on each deposit category which is in excess of 10 percent of average total deposits, for the years ended December 31, 2021, 2020, and 2019.

Table 19: Average Deposit Balances and Rates

Years Ended December 31,
202120202019
Average AmountAverage Rate PaidAverage AmountAverage Rate PaidAverage AmountAverage Rate Paid
(Dollars in thousands)
Non-interest-bearing transaction accounts$3,924,341%$2,998,560%$2,489,254%
Interest-bearing transaction accounts7,846,6180.206,978,8390.506,042,9741.25
Savings deposits869,3860.06707,7820.13631,5190.26
Time deposits:
$100,000 or more728,8451.001,346,0631.701,513,5102.07
Other time deposits359,0300.47410,0751.02458,5301.22
Total$13,728,2200.18%$12,441,3190.51%$11,135,7871.02%

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Table 20 presents our maturities of time deposits as of December 31, 2021.

Table 20: Maturities of Time Deposits

As of December 31, 2021
2021
InsuredUninsuredTotal
(Dollars in thousands)
Maturing
Three months or less$175,573$90,140$265,713
Over three months to six months111,17855,090166,268
Over six months to 12 months174,13695,801269,937
Over 12 months108,69170,278178,969
Total$569,578$311,309$880,887

Securities Sold Under Agreements to Repurchase

We enter into short-term purchases of securities under agreements to resell (resale agreements) and sales of securities under agreements to repurchase (repurchase agreements) of substantially identical securities. The amounts advanced under resale agreements and the amounts borrowed under repurchase agreements are carried on the balance sheet at the amount advanced. Interest incurred on repurchase agreements is reported as interest expense. Securities sold under agreements to repurchase decreased $28.0 million, or 16.6%, from $168.9 million as of December 31, 2020 to $140.9 million as of December 31, 2021.

FHLB and Other Borrowed Funds

The Company’s FHLB borrowed funds, which are secured by our loan portfolio, were $400.0 million at both December 31, 2021 and 2020. The Company had no other borrowed funds as of December 31, 2021 or December 31, 2020. At December 31, 2021 and December 31, 2020, the entire $400.0 million balance was classified as long term advances. The FHLB advances mature in 2033 with fixed interest rates ranging from 1.76% to 2.26% and are secured by loans and investments securities. Expected maturities could differ from contractual maturities because the FHLB has have the right to call or the Company has the right to prepay certain obligations.

Subordinated Debentures

Subordinated debentures, which consist of subordinated debt securities and guaranteed payments on trust preferred securities, were $371.1 million and $370.3 million as of December 31, 2021 and 2020, respectively.

The trust preferred securities are tax-advantaged issues that qualify for Tier 1 capital treatment subject to certain limitations. Distributions on these securities are included in interest expense. Each of the trusts is a statutory business trust organized for the sole purpose of issuing trust securities and investing the proceeds in our subordinated debentures, the sole asset of each trust. The trust preferred securities of each trust represent preferred beneficial interests in the assets of the respective trusts and are subject to mandatory redemption upon payment of the subordinated debentures held by the trust. We wholly own the common securities of each trust. Each trust’s ability to pay amounts due on the trust preferred securities is solely dependent upon our making payment on the related subordinated debentures. Our obligations under the subordinated securities and other relevant trust agreements, in aggregate, constitute a full and unconditional guarantee by us of each respective trust’s obligations under the trust securities issued by each respective trust.

On April 3, 2017, the Company completed an underwritten public offering of $300 million in aggregate principal amount of its 5.625% Fixed-to-Floating Rate Subordinated Notes due 2027 (the “Notes”). The net proceeds of the offering, after underwriting discounts and issuance costs, were approximately $297.0 million. The Notes are unsecured, subordinated debt obligations of the Company and will mature on April 15, 2027. The Company may, beginning with the interest payment date of April 15, 2022, and on any interest payment date thereafter, redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest to but excluding the date of redemption. From and including the date of issuance to, but excluding April 15, 2022, the Notes bear interest at an initial rate of 5.625% per annum. From and including April 15, 2022 to, but excluding the maturity date or earlier redemption, the Notes will bear interest at a floating rate equal to three-month LIBOR as calculated on each

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applicable date of determination plus a spread of 3.575%; provided, however, that in the event three-month LIBOR is less than zero, then three-month LIBOR shall be deemed to be zero.

The Company may also redeem the Notes at any time, including prior to April 15, 2022, at its option, in whole but not in part, if: (i) a change or prospective change in law occurs that could prevent the Company from deducting interest payable on the Notes for U.S. federal income tax purposes; (ii) a subsequent event occurs that could preclude the Notes from being recognized as Tier 2 capital for regulatory capital purposes; or (iii) the Company is required to register as an investment company under the Investment Company Act of 1940, as amended; in each case, at a redemption price equal to 100% of the principal amount of the Notes plus any accrued and unpaid interest to but excluding the redemption date. The Notes qualify as Tier 2 capital for regulatory purposes. The Company is currently considering paying off the Notes.

On January 18, 2022, the Company completed an underwritten public offering of $300 million in aggregate principal amount of its 3.125% Fixed-to-Floating Rate Subordinated Notes due 2032 (the “2022 Notes”). The net proceeds of the offering, after underwriting discounts and issuance costs, were approximately $296.6 million. The 2022 Notes are unsecured, subordinated debt obligations of the Company and will mature on January 30, 2032. From and including the date of issuance to, but excluding January 30, 2027 or the date of earlier redemption, the 2022 Notes will bear interest at an initial rate of 3.125% per annum, payable in arrears on January 30 and July 30 of each year. From and including January 30, 2027 to, but excluding the maturity date or earlier redemption, the 2022 Notes will bear interest at a floating rate equal to a benchmark rate (which is expected to be three-month term SOFR ), plus 182 basis points, payable quarterly in arrears on January 30, April 30, July 30, and October 30 of each year, commencing on April 30, 2027.

The Company may, beginning with the interest payment date of January 30, 2027, and on any interest payment date thereafter, redeem the 2022 Notes, in whole or in part, subject to prior approval of the Federal Reserve if then required, at a redemption price equal to 100% of the principal amount of the 2022 Notes to be redeemed plus accrued and unpaid interest to but excluding the date of redemption. The Company may also redeem the 2022 Notes at any time, including prior to January 30, 2027, at the Company’s option, in whole but not in part, subject to prior approval of the Federal Reserve if then required, if certain events occur that could impact the Company’s ability to deduct interest payable on the Notes for U.S. federal income tax purposes or preclude the 2022 Notes from being recognized as Tier 2 capital for regulatory capital purposes, or if the Company is required to register as an investment company under the Investment Company Act of 1940, as amended. In each case, the redemption would be at a redemption price equal to 100% of the principal amount of the 2022 Notes plus any accrued and unpaid interest to, but excluding, the redemption date.

Stockholders’ Equity

Stockholders’ equity was $2.77 billion at December 31, 2021 compared to $2.61 billion at December 31, 2020. The increase in stockholders’ equity is primarily associated with the $319.0 million in net income, which was partially offset by the $33.7 million decrease in accumulated other comprehensive income, $92.1 million of shareholder dividends paid and the repurchase of $44.5 million of our common stock during 2021. The improvement in stockholders’ equity was 6.1% for the year ended December 31, 2021 compared to December 31, 2020. As of December 31, 2021 and 2020, our equity to asset ratio was 15.32% and 15.89%, respectively. Book value per common share was $16.90 at December 31, 2021 compared to $15.78 at December 31, 2020.

Common Stock Cash Dividends. We declared cash dividends on our common stock of $0.56, $0.53 and $0.51 per share for the years ended December 31, 2021, 2020 and 2019, respectively. The common stock dividend payout ratio for the year ended December 31, 2021, 2020 and 2019 was 28.88%, 40.88% and 29.57% respectively.

Stock Repurchase Program. On January 22, 2021, the Board of Directors of the Company authorized the repurchase of up to an additional 20,000,000 shares of the Company’s common stock under the previously approved stock repurchase program, which brought the remaining balance of authorized shares to repurchase to 39,752,000 shares.

During 2021, the Company utilized a portion of this stock repurchase program in order to repurchase a total of 1,753,000 shares with a weighted-average stock price of $25.34 per share. The 2021 earnings were used to fund the repurchases during the year. Shares repurchased under the program as of December 31, 2021 total 17,661,335 shares. The remaining balance available for repurchase was 22,090,665 shares at December 31, 2021.

Liquidity and Capital Adequacy Requirements

Parent Company Liquidity. The primary sources for payment of our operating expenses, and dividends are current cash on hand ($291.6 million as of December 31, 2021), dividends received from our bank subsidiary and a $20.0 million unfunded line of credit with another financial institution.

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Risk-Based Capital. We, as well as our bank subsidiary, are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and other discretionary actions by regulators that, if enforced, could have a direct material effect on our financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. Our capital amounts and classifications are also subject to qualitative judgments by the regulators as to components, risk weightings and other factors.

In July 2013, the Federal Reserve Board and the other federal bank regulatory agencies issued a final rule to revise their risk-based and leverage capital requirements and their method for calculating risk-weighted assets to make them consistent with the agreements that were reached by the Basel Committee on Banking Supervision in “Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems” and certain provisions of the Dodd-Frank Act (“Basel III”). Basel III applies to all depository institutions, bank holding companies with total consolidated assets of $500 million or more, and savings and loan holding companies. Basel III became effective for the Company and its bank subsidiary on January 1, 2015. The capital conservation buffer requirement began being phased in beginning January 1, 2016 at the 0.625% level and increased by 0.625% on each subsequent January 1, until it reached 2.5% on January 1, 2019 when the phase-in period ended, and the full capital conservation buffer requirement became effective.

Basel III permanently grandfathers trust preferred securities and other non-qualifying capital instruments that were issued and outstanding as of May 19, 2010 in the Tier 1 capital of bank holding companies with total consolidated assets of less than $15 billion as of December 31, 2009. The rule phases out of Tier 1 capital these non-qualifying capital instruments issued before May 19, 2010 by all other bank holding companies. Because our total consolidated assets were less than $15 billion as of December 31, 2009, our outstanding trust preferred securities continue to be treated as Tier 1 capital. However, now that the Company has exceeded $15 billion in assets, the Tier 1 treatment of the Company’s outstanding trust preferred securities will be phased out upon completion of the acquisition of Happy Bancshares, but these securities will still be treated as Tier 2 capital.

Basel III also amended the prompt corrective action rules to incorporate a “common equity Tier 1 capital” requirement and to raise the capital requirements for certain capital categories. In order to be adequately capitalized for purposes of the prompt corrective action rules, a banking organization is required to have at least a 4.5% “common equity Tier 1 risk-based capital” ratio, a 4% “Tier 1 leverage capital” ratio, a 6% “Tier 1 risk-based capital” ratio and an 8% “total risk-based capital” ratio.

Quantitative measures established by regulation to ensure capital adequacy require us to maintain minimum amounts and ratios (set forth in the table below) of total and Tier 1 capital to risk-weighted assets, and of Tier 1 capital to average assets. Management believes that, as of December 31, 2021 and 2020, we met all regulatory capital adequacy requirements to which we were subject.

On April 3, 2017, the Company completed an underwritten public offering of $300.0 million in aggregate principal amount of its 5.625% Fixed-to-Floating Rate Subordinated Notes due 2027 (the “Notes”). The Notes are unsecured, subordinated debt obligations and mature on April 15, 2027. The Company may, beginning with the interest payment date of April 15, 2022, and on any interest payment date thereafter, redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest to but excluding the date of redemption. The Company may also redeem the Notes at any time, including prior to April 15, 2022, at its option, in whole but not in part, if: (i) a change or prospective change in law occurs that could prevent the Company from deducting interest payable on the Notes for U.S. federal income tax purposes; (ii) a subsequent event occurs that could preclude the Notes from being recognized as Tier 2 capital for regulatory capital purposes; or (iii) the Company is required to register as an investment company under the Investment Company Act of 1940, as amended; in each case, at a redemption price equal to 100% of the principal amount of the Notes plus any accrued and unpaid interest to but excluding the redemption date. The Notes provide the Company with additional Tier 2 regulatory capital to support expected future growth. The Company is currently considering paying off the Notes.

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On December 21, 2018, the federal banking agencies issued a joint final rule to revise their regulatory capital rules to permit bank holding companies and banks to phase-in, for regulatory capital purposes, the day-one impact of the new CECL accounting rule on retained earnings over a period of three years. As part of its response to the impact of COVID-19, on March 27, 2020, the federal banking regulatory agencies issued an interim final rule that provided the option to temporarily delay certain effects of CECL on regulatory capital for two years, followed by a three-year transition period. The interim final rule allows bank holding companies and banks to delay for two years 100% of the day-one impact of adopting CECL and 25% of the cumulative change in the reported allowance for credit losses since adopting CECL. The Company has elected to adopt the interim final rule, which is reflected in the risk-based capital ratios presented below.

Table 21 presents our risk-based capital ratios as of December 31, 2021 and 2020.

Table 21: Risk-Based Capital

December 31, 2021December 31, 2020
(Dollars in thousands)
Tier 1 capital
Stockholders’ equity$2,765,721$2,605,758
ASC 326 transitional period adjustment55,14357,333
Goodwill and core deposit intangibles, net(997,605)(1,003,288)
Unrealized (gain) loss on available-for-sale securities(10,462)(44,120)
Total common equity Tier 1 capital1,812,7971,615,683
Qualifying trust preferred securities71,27071,127
Total Tier 1 capital1,884,0671,686,810
Tier 2 capital
Allowance for credit losses236,714245,473
ASC 326 transitional period adjustment(55,143)(57,333)
Disallowed allowance for credit losses (limited to 1.25% of risk weighted assets)(33,514)(36,911)
Qualifying allowance for credit losses148,057151,229
Qualifying subordinated notes299,824299,199
Total Tier 2 capital447,881450,428
Total risk-based capital$2,331,948$2,137,238
Average total assets for leverage ratio$16,960,683$15,547,111
Risk weighted assets$11,793,539$12,039,156
Ratios at end of period
Common equity Tier 1 capital15.37%13.42%
Leverage ratio11.1110.85
Tier 1 risk-based capital15.9814.01
Total risk-based capital19.7717.75
Minimum guidelines – Basel III
Common equity Tier 1 capital7.00%7.00%
Leverage ratio4.004.00
Tier 1 risk-based capital8.508.50
Total risk-based capital10.5010.50
Well-capitalized guidelines
Common equity Tier 1 capital6.50%6.50%
Leverage ratio5.005.00
Tier 1 risk-based capital8.008.00
Total risk-based capital10.0010.00

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As of the most recent notification from regulatory agencies, our bank subsidiary was “well-capitalized” under the regulatory framework for prompt corrective action. To be categorized as “well-capitalized”, we, as well as our banking subsidiary, must maintain minimum common equity Tier 1 capital, leverage, Tier 1 risk-based capital, and total risk-based capital ratios as set forth in the table. There are no conditions or events since that notification that we believe have changed the bank subsidiary’s category.

Table 22 presents actual capital amounts and ratios as of December 31, 2021 and 2020, for our bank subsidiary and us.

Table 22: Capital and Ratios

ActualMinimum Capital Requirement – Basel IIIMinimum To Be Well-Capitalized Under Prompt Corrective Action Provision
AmountRatioAmountRatioAmountRatio
(Dollars in thousands)
As of December 31, 2021
Common equity Tier 1 capital ratios:
Home BancShares$1,812,79715.37%$825,5487.00%N/AN/A
Centennial Bank1,859,09315.82822,6087.00763,8506.50
Leverage ratios:
Home BancShares$1,884,06711.11%$678,4274.00%N/AN/A
Centennial Bank1,859,09310.97677,8834.00847,3535.00
Tier 1 capital ratios:
Home BancShares$1,884,06715.98%$1,002,4518.50%N/AN/A
Centennial Bank1,859,09315.82998,8818.50940,1238.00
Total risk-based capital ratios:
Home BancShares$2,331,94819.77%$1,238,32210.50%N/AN/A
Centennial Bank2,006,81417.081,233,69710.501,174,95010.00
As of December 31, 2020
Common equity Tier 1 capital ratios:
Home BancShares$1,615,68313.42%$842,7417.00%N/AN/A
Centennial Bank1,804,39215.04839,8107.00779,8246.50
Leverage ratios:
Home BancShares$1,686,81010.85%$621,8844.00%N/AN/A
Centennial Bank1,804,39211.61621,6684.00777,0855.00
Tier 1 capital ratios:
Home BancShares$1,686,81014.01%$1,023,3288.50%N/AN/A
Centennial Bank1,804,39215.041,019,7698.50959,7838.00
Total risk-based capital ratios:
Home BancShares$2,137,23817.75%$1,264,11110.50%N/AN/A
Centennial Bank1,955,29916.301,259,54810.501,199,57010.00

Cash Commitments and Resources

In the normal course of business, we enter into a number of financial commitments. Examples of these commitments include but are not limited to operating lease obligations, FHLB advances & other borrowings, lines of credit, subordinated debentures, unfunded loan commitments and letters of credit.

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Commitments to extend credit and letters of credit are legally binding, conditional agreements generally having certain expiration or termination dates. These commitments generally require customers to maintain certain credit standards and are established based on management’s credit assessment of the customer. The commitments may expire without being drawn upon. Therefore, the total commitment does not necessarily represent future requirements.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing and similar transactions. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. The Company had total outstanding letters of credit amounting to $110.8 million and $56.1 million at December 31, 2021 and 2020, respectively, with the majority of maturities ranging from currently due to four years.

Table 23 presents the anticipated funding requirements of our most significant financial commitments, excluding interest, as of December 31, 2021.

Table 23: Funding Requirements of Financial Commitments

Payments Due by Period
Less than One YearOne-Three YearsThree-Five YearsGreater than Five YearsTotal
(In thousands)
Operating lease obligations$7,714$12,575$10,899$24,999$56,187
FHLB advances & other borrowings by contractual maturity400,000400,000
Subordinated debentures371,093371,093
Loan commitments1,309,7011,094,256226,984419,3823,050,323
Letters of credit110,41930838110,765

Non-GAAP Financial Measurements

Our accounting and reporting policies conform to generally accepted accounting principles in the United States (“GAAP”) and the prevailing practices in the banking industry. However, this report contains financial information determined by methods other than in accordance with GAAP, including earnings, as adjusted; diluted earnings per common share, as adjusted; tangible book value per share; return on average assets, excluding intangible amortization; return on average assets, as adjusted; return on average common equity, as adjusted; return on average tangible equity excluding intangible amortization; return on average tangible equity, as adjusted; tangible equity to tangible assets; and efficiency ratio, as adjusted.

We believe these non-GAAP measures and ratios, when taken together with the corresponding GAAP measures and ratios, provide meaningful supplemental information regarding our performance. We believe investors benefit from referring to these non-GAAP measures and ratios in assessing our operating results and related trends, and when planning and forecasting future periods. However, these non-GAAP measures and ratios should be considered in addition to, and not as a substitute for or preferable to, ratios prepared in accordance with GAAP.

The tables below present non-GAAP reconciliations of earnings, as adjusted, and diluted earnings per share, as adjusted as well as the non-GAAP computations of tangible book value per share; return on average assets, excluding intangible amortization; return on average assets, as adjusted; return on average common equity, as adjusted; return on average tangible equity excluding intangible amortization; return on average tangible equity, as adjusted; tangible equity to tangible assets; and efficiency ratio, as adjusted. The items used in these calculations are included in financial results presented in accordance with GAAP.

Earnings, as adjusted, and diluted earnings per common share, as adjusted, are meaningful non-GAAP financial measures for management, as they exclude certain items such as merger expenses and/or certain gains and losses. Management believes the exclusion of these items in expressing earnings provides a meaningful foundation for period-to-period and company-to-company comparisons, which management believes will aid both investors and analysts in analyzing our financial measures and predicting future performance. These non-GAAP financial measures are also used by management to assess the performance of our business, because management does not consider these items to be relevant to ongoing financial performance.

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In Table 24 below, we have provided a reconciliation of the non-GAAP calculation of the financial measure for the periods indicated.

Table 24: Earnings, As Adjusted

202120202019
(In thousands, except per share data)
GAAP net income available to common shareholders (A)$319,021$214,448$289,539
Adjustments:
Fair value adjustment for marketable securities(7,178)1,978
FDIC Small Bank Assessment Credit(2,291)
Gain on securities(219)
Recoveries on historic losses(5,107)
Branch write-off expense981
Special dividend from equity investment(12,500)(10,185)(2,995)
Merger expenses1,886711
Hurricane expenses897
Outsourced special project expense1,0921,531
Total adjustments(23,118)(5,423)(2,858)
Tax-effect of adjustments(1)(6,225)(1,417)(738)
Adjustments after-tax(16,893)(4,006)(2,120)
BOLI redemption tax3,667
Total adjustments after tax (B)(16,893)(4,006)1,547
Earnings, as adjusted (C)$302,128$210,442$291,086
Average diluted shares outstanding (D)164,858165,373167,804
GAAP diluted earnings per share: A/D$1.94$1.30$1.73
Adjustments after-tax: B/D(0.11)(0.03)
Diluted earnings per common share excluding adjustments: C/D$1.83$1.27$1.73

_____________________

(1) Blended statutory tax rate of 25.740% for 2021, 26.135% for 2020 and 25.819% for 2019.

We had $998.1 million, $1.00 billion and $995.0 million total goodwill, core deposit intangibles and other intangible assets as of December 31, 2021, 2020 and 2019, respectively. Because of our level of intangible assets and related amortization expenses, management believes tangible book value per share; return on average assets, excluding intangible amortization; return on average assets, as adjusted; return on average common equity, as adjusted; return on average tangible equity excluding intangible amortization; return on average tangible equity, as adjusted; tangible equity to tangible assets; and efficiency ratio, as adjusted are useful in evaluating our Company. These calculations, which are similar to the GAAP calculation of diluted earnings per common share, book value, return on average assets, return on average equity, and equity to assets, are presented in Tables 25 through 28, respectively.

Table 25: Tangible Book Value Per Share

Years Ended December 31,
20212020
(In thousands, except per share data)
Book value per share: A/B$16.90$15.78
Tangible book value per share: (A-C-D)/B10.809.70
(A) Total equity$2,765,721$2,605,758
(B) Shares outstanding163,699165,095
(C) Goodwill973,025973,025
(D) Core deposit and other intangibles25,04530,728

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Table 26: Return on Average Assets Excluding Intangible Amortization

Years Ended December 31,
202120202019
(Dollars in thousands)
Return on average assets: A/D1.83%1.33%1.93%
Return on average assets excluding intangible amortization: (A+B)/(D-E)1.961.452.10
Return on average assets excluding fair value adjustment for marketable securities, FDIC Small Bank Assessment Credit, gain on securities, recoveries on historic losses, branch write-off expense, special dividend from equity investment, merger expenses, hurricane expense, outsourced special project expense and BOLI redemption tax: (ROA, as adjusted) (A+C)/D1.731.301.94
(A) Net income$319,021$214,448$289,539
(B) Intangible amortization after-tax4,2204,3174,691
(C) Adjustments after-tax(16,893)(4,006)1,547
(D) Average assets17,458,98516,137,29415,028,500
(E) Average goodwill, core deposits and other intangible assets1,000,8721,004,157998,090

Table 27: Return on Average Tangible Equity Excluding Intangible Amortization

Years Ended December 31,
202120202019
(Dollars in thousands)
Return on average equity: A/D11.89%8.57%12.01%
Return on average common equity excluding fair value adjustment for marketable securities, FDIC Small Bank Assessment Credit, gain on securities, recoveries on historic losses, branch write-off expense, special dividend from equity investment, merger expenses, hurricane expense, outsourced special project expense and BOLI redemption tax: (ROE, as adjusted) (A+C)/D11.268.4112.07
Return on average tangible equity excluding intangible amortization: B/(D-E)19.2014.5920.83
Return on average tangible common equity excluding fair value adjustment for marketable securities, FDIC Small Bank Assessment Credit, gain on securities, recoveries on historic losses, branch write-off expense, special dividend from equity investment, merger expenses, hurricane expense, outsourced special project expense and BOLI redemption tax: (ROTCE, as adjusted) (A+C)/(D-E)17.9514.0420.60
(A) Net income$319,021$214,448$289,539
(B) Earnings excluding intangible amortization323,241218,765294,230
(C) Adjustments after-tax(16,893)(4,006)1,547
(D) Average equity2,684,1392,503,2002,410,853
(E) Average goodwill, core deposits and other intangible assets1,000,8721,004,157998,090

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Table 28: Tangible Equity to Tangible Assets

Years Ended December 31,
20212020
(Dollars in thousands)
Equity to assets: B/A15.32%15.89%
Tangible equity to tangible assets: (B-C-D)/(A-C-D)10.3610.41
(A) Total assets$18,052,138$16,398,804
(B) Total equity2,765,7212,605,758
(C) Goodwill973,025973,025
(D) Core deposit and other intangibles25,04530,728

The efficiency ratio is a standard measure used in the banking industry and is calculated by dividing non-interest expense less amortization of core deposit intangibles by the sum of net interest income on a tax equivalent basis and non-interest income. The efficiency ratio, as adjusted, is a meaningful non-GAAP measure for management, as it excludes certain items and is calculated by dividing non-interest expense less amortization of core deposit intangibles by the sum of net interest income on a tax equivalent basis and non-interest income excluding items such as merger expenses and/or certain other gains and losses. In Table 29 below, we have provided a reconciliation of the non-GAAP calculation of the financial measure for the periods indicated.

Table 29: Efficiency Ratio, As Adjusted

Years Ended December 31,
202120202019
(Dollars in thousands)
Net interest income (A)$572,971$582,555$563,217
Non-interest income (B)137,569111,78699,516
Non-interest expense (C)298,517287,385275,787
FTE Adjustment (D)7,0796,0155,255
Amortization of intangibles (E)5,6835,8446,324
Adjustments:
Non-interest income:
Fair value adjustment for marketable securities$7,178$(1,978)$
Special dividend from equity investment12,50010,1852,995
Gain on OREO, net2,0031,132757
(Loss) gain on branches, equipment and other assets, net(105)326(3)
Gain (loss) on securities, net219(2)
Recoveries on historic losses5,107
Total non-interest income adjustments (F)$26,902$9,665$3,747
Non-interest expense:
Branch write-off expense$$981$
FDIC Small Bank Assessment Credit(2,291)
Merger expenses1,886711
Hurricane damage expense897
Outsourced special project expense1,0921,531
Total non-core non-interest expense (G)$1,886$2,784$137
Efficiency ratio (reported): ((C-E)/(A+B+D))40.81%40.20%40.34%
Efficiency ratio, as adjusted (non-GAAP): ((C-E-G)/(A+B+D-F))42.1240.3640.55

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Table 30 presents selected unaudited quarterly financial information for 2021 and 2020.

Table 30: Quarterly Results

2021 Quarters
FirstSecondThirdFourthTotal
(In thousands, except per share data)
Income statement data:
Total interest income$162,651$154,481$157,060$150,979$625,171
Total interest expense14,56313,22912,44911,959$52,200
Net interest income148,088141,252144,611139,020572,971
Provision for credit losses(4,752)(4,752)
Net interest income after provision for credit losses148,088146,004144,611139,020577,723
Total non-interest income45,27631,12029,20931,964137,569
Total non-interest expense72,86672,98275,61977,050298,517
Income before income taxes120,498104,14298,20193,934416,775
Income tax expense28,89625,07223,20920,57797,754
Net income$91,602$79,070$74,992$73,357$319,021
Per share data:
Basic earnings per common share$0.55$0.48$0.46$0.45$1.94
Diluted earnings per common share0.550.480.460.451.94
2020 Quarters
FirstSecondThirdFourthTotal
(In thousands, except per share data)
Income statement data:
Total interest income$172,175$171,598$166,633$165,556$675,962
Total interest expense32,45022,93120,49517,53193,407
Net interest income139,725148,667146,138148,025582,555
Provision for credit losses94,59820,65514,000129,253
Net interest income after provision for credit losses45,127128,012132,138148,025453,302
Total non-interest income22,92725,02329,95133,885111,786
Total non-interest expense70,47470,95871,71274,241287,385
Income before income taxes(2,420)82,07790,377107,669277,703
Income tax expense(2,927)19,25021,05725,87563,255
Net income$507$62,827$69,320$81,794$214,448
Per share data:
Basic earnings per common share$$0.38$0.42$0.50$1.30
Diluted earnings per common share0.380.420.501.30

In 2021, the Company reclassified unfunded commitment expense from other operating expenses within non-interest expense to the provision for credit losses - unfunded commitments within total credit loss expense. This reclassification was made in response to financial institutions eliminating the diversity in practice as to where unfunded commitments expense was to be classified in the statement of income.

Recent Accounting Pronouncements

See Note 24 to the Notes to Consolidated Financial Statements for a discussion of certain recent accounting pronouncements.

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