SouthState Bank Corp (SSB)
SIC breadcrumb: Finance, Insurance, And Real Estate > Depository Institutions > SIC 6022 State Commercial Banks
SEC company page: https://www.sec.gov/edgar/browse/?CIK=764038. Latest filing source: 0001104659-26-017884.
Informational only - descriptive public-record data, not investment advice.
Business
Read SSB's verbatim Item 1 Business section from its latest 10-K: Business.
Risk Factors
Read SSB's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.
Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
|---|---|---|---|---|
| Revenue | 3,379,498,000 | USD | 2025 | 2026-02-20 |
| Net income | 798,667,000 | USD | 2025 | 2026-02-20 |
| Assets | 67,197,412,000 | USD | 2025 | 2026-02-20 |
Financials
Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-20. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000764038.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.
| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | 333,163,000 | 426,000,000 | 567,208,000 | 590,827,000 | 910,029,000 | 1,084,804,000 | 1,397,025,000 | 1,944,406,000 | 2,141,362,000 | 3,379,498,000 |
| Net income | 101,282,000 | 87,554,000 | 178,871,000 | 186,483,000 | 120,632,000 | 475,543,000 | 496,049,000 | 494,308,000 | 534,783,000 | 798,667,000 |
| Diluted EPS | 4.18 | 2.93 | 4.86 | 5.36 | 2.19 | 6.71 | 6.60 | 6.46 | 6.97 | 7.87 |
| Operating cash flow | 138,011,000 | 197,890,000 | 283,711,000 | 181,028,000 | 536,943,000 | 415,689,000 | 1,730,893,000 | 546,757,000 | 511,960,000 | 300,846,000 |
| Capital expenditures | 25,796,000 | 15,163,000 | 14,538,000 | 15,798,000 | 16,930,000 | 28,418,000 | 17,670,000 | 38,885,000 | 35,807,000 | 70,255,000 |
| Dividends paid | 29,285,000 | 38,623,000 | 50,557,000 | 57,696,000 | 98,256,000 | 135,337,000 | 146,664,000 | 156,184,000 | 162,894,000 | 231,303,000 |
| Share buybacks | 5,981,000 | 5,512,000 | 70,577,000 | 159,431,000 | 32,431,000 | 147,421,000 | 119,330,000 | 16,064,000 | 16,758,000 | 235,820,000 |
| Assets | 8,900,592,000 | 14,466,589,000 | 14,676,328,000 | 15,921,881,000 | 37,789,873,000 | 41,838,456,000 | 43,918,696,000 | 44,902,024,000 | 46,381,204,000 | 67,197,412,000 |
| Liabilities | 7,766,004,000 | 12,157,669,000 | 12,310,032,000 | 13,548,868,000 | 33,141,993,000 | 37,035,516,000 | 38,843,769,000 | 39,368,926,000 | 40,490,789,000 | 58,138,304,000 |
| Stockholders' equity | 1,134,588,000 | 2,308,920,000 | 2,366,296,000 | 2,373,013,000 | 4,647,880,000 | 4,802,940,000 | 5,074,927,000 | 5,533,098,000 | 5,890,415,000 | 9,059,108,000 |
| Free cash flow | 112,215,000 | 182,727,000 | 269,173,000 | 165,230,000 | 520,013,000 | 387,271,000 | 1,713,223,000 | 507,872,000 | 476,153,000 | 230,591,000 |
Ratios
| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|
| Net margin | 30.40% | 20.55% | 31.54% | 31.56% | 13.26% | 43.84% | 35.51% | 25.42% | 24.97% | 23.63% |
| Return on equity | 8.93% | 3.79% | 7.56% | 7.86% | 2.60% | 9.90% | 9.77% | 8.93% | 9.08% | 8.82% |
| Return on assets | 1.14% | 0.61% | 1.22% | 1.17% | 0.32% | 1.14% | 1.13% | 1.10% | 1.15% | 1.19% |
| Liabilities / equity | 6.84 | 5.27 | 5.20 | 5.71 | 7.13 | 7.71 | 7.65 | 7.12 | 6.87 | 6.42 |
Industry Peer Context
Net margin peer context
ROE peer context
ROA peer context
Financial Bridges
Free cash flow = operating cash flow - capital expenditures
Figure provenance: SEC companyfacts FY 2025. Operating cash flow: accession 0001104659-26-017884; concept NetCashProvidedByUsedInOperatingActivities; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities | Capital expenditures: accession 0001104659-26-017884; concept PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:PaymentsToAcquirePropertyPlantAndEquipment | Free cash flow: accession 0001104659-26-017884; concept NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment
Financial Charts
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001104659-26-017884; filed 2026-02-20. Concept: InterestAndDividendIncomeOperating. Source concepts: us-gaap:InterestAndDividendIncomeOperating.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001104659-26-017884; filed 2026-02-20. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001104659-26-017884; filed 2026-02-20. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001104659-26-017884; filed 2026-02-20. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001104659-26-017884; filed 2026-02-20. Concept: PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001104659-26-017884; filed 2026-02-20. Concept: PaymentsOfDividendsCommonStock. Source concepts: us-gaap:PaymentsOfDividendsCommonStock.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001104659-26-017884; filed 2026-02-20. Concept: PaymentsForRepurchaseOfCommonStock. Source concepts: us-gaap:PaymentsForRepurchaseOfCommonStock.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001104659-26-017884; filed 2026-02-20. Concept: Assets. Source concepts: us-gaap:Assets.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001104659-26-017884; filed 2026-02-20. Concept: Liabilities. Source concepts: us-gaap:Liabilities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001104659-26-017884; filed 2026-02-20. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001104659-26-017884; filed 2026-02-20. Concept: NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.
Quarterly
Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-01. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000764038.json.
| Quarter | End Date | Revenue | Net Income | Diluted EPS | Method |
|---|---|---|---|---|---|
| 2022-Q2 | 2022-06-30 | 1.57 | reported discrete quarter | ||
| 2022-Q3 | 2022-09-30 | 1.75 | reported discrete quarter | ||
| 2023-Q1 | 2023-03-31 | 1.83 | reported discrete quarter | ||
| 2023-Q2 | 2023-06-30 | 478,053,000 | 123,447,000 | 1.62 | reported discrete quarter |
| 2023-Q3 | 2023-09-30 | 500,509,000 | 124,144,000 | 1.62 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 515,435,000 | 106,791,000 | derived Q4 = FY annual - nine-month YTD | |
| 2024-Q1 | 2024-03-31 | 517,255,000 | 115,056,000 | 1.50 | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 531,124,000 | 132,370,000 | 1.73 | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 544,178,000 | 143,179,000 | 1.86 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 548,805,000 | 144,178,000 | derived Q4 = FY annual - nine-month YTD | |
| 2025-Q1 | 2025-03-31 | 808,566,000 | 89,080,000 | 0.87 | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 840,504,000 | 215,224,000 | 2.11 | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 881,682,000 | 246,641,000 | 2.42 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 848,746,000 | 247,722,000 | derived Q4 = FY annual - nine-month YTD | |
| 2026-Q1 | 2026-03-31 | 816,829,000 | 225,820,000 | 2.28 | reported discrete quarter |
Quarterly Charts
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001104659-26-053548; filed 2026-05-01. Concept: InterestAndDividendIncomeOperating. Source concepts: us-gaap:InterestAndDividendIncomeOperating.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001104659-26-053548; filed 2026-05-01. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001104659-26-053548; filed 2026-05-01. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Macro Cross-References
- CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- UNRATE - Unemployment Rate
- FEDFUNDS - Federal Funds Effective Rate
- CES0500000003 - Average Hourly Earnings of All Employees, Total Private
- DFEDTARU - Federal Funds Target Range - Upper Limit
- DFEDTARL - Federal Funds Target Range - Lower Limit
- DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
- CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
- CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
- PCEPI - Personal Consumption Expenditures: Chain-type Price Index
- PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- PPIACO - Producer Price Index by Commodity: All Commodities
- T10YIE - 10-Year Breakeven Inflation Rate
- U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- PAYEMS - All Employees, Total Nonfarm
- CIVPART - Labor Force Participation Rate
- EMRATIO - Employment-Population Ratio
- UNEMPLOY - Unemployed
- CE16OV - Employment Level
- ICSA - Initial Claims
- JTSJOL - Job Openings: Total Nonfarm
- JTSQUR - Quits: Total Nonfarm
- GDPC1 - Real Gross Domestic Product
- A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
- INDPRO - Industrial Production: Total Index
- TCU - Capacity Utilization: Total Index
- HOUST - New Privately-Owned Housing Units Started: Total Units
- PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- RSAFS - Advance Retail Sales: Retail Trade
- PCE - Personal Consumption Expenditures
- DSPIC96 - Real Disposable Personal Income
- PSAVERT - Personal Saving Rate
- M2SL - M2
- BOPGSTB - U.S. International Trade in Goods and Services: Balance
- MSPUS - Median Sales Price of Houses Sold for the United States
- HSN1F - New One Family Houses Sold: United States
- RHORUSQ156N - Homeownership Rate in the United States
- TTLCONS - Total Construction Spending: Total Construction in the United States
- RRVRUSQ156N - Rental Vacancy Rate in the United States
- TOTALSL - Total Consumer Credit Owned and Securitized
- REVOLSL - Revolving Consumer Credit Owned and Securitized
- DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
- GDP - Gross Domestic Product
- GPDI - Gross Private Domestic Investment
- GCE - Government Consumption Expenditures and Gross Investment
- PCEC - Personal Consumption Expenditures
- NETEXP - Net Exports of Goods and Services
- GFDEBTN - Federal Debt: Total Public Debt
- GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- FYFSD - Federal Surplus or Deficit
- FGRECPT - Federal Government Current Receipts
- FGEXPND - Federal Government: Current Expenditures
- MANEMP - All Employees, Manufacturing
- USCONS - All Employees, Construction
- USTRADE - All Employees, Retail Trade
- USFIRE - All Employees, Financial Activities
- USGOVT - All Employees, Government
- AWHAETP - Average Weekly Hours of All Employees, Total Private
- DGORDER - Manufacturers' New Orders: Durable Goods
- NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- BUSINV - Total Business Inventories
- EXPGS - Exports of Goods and Services
- IMPGS - Imports of Goods and Services
- IR - Import Price Index (End Use): All Commodities
- PPIFIS - Producer Price Index by Commodity: Final Demand
Latest quarter (10-Q)
Latest 10-Q source: 0001104659-26-053548.
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) relates to the financial statements contained in this Quarterly Report beginning on page 3. For further information, refer to the MD&A appearing in the Annual Report on Form 10-K for the year ended December 31, 2025. Results for the three months ended March 31, 2026, are not necessarily indicative of the results for the year ending December 31, 2026 or any future period.
Unless otherwise mentioned or unless the context requires otherwise, references to “SouthState,” the “Company,” “we,” “us,” “our” or similar references mean SouthState Bank Corporation and its consolidated subsidiaries. References to the “Bank” means SouthState Bank Corporation’s wholly owned subsidiary, SouthState Bank, National Association.
Overview
SouthState Bank Corporation is a financial holding company headquartered in Winter Haven, Florida. We provide a wide range of banking services and products to our customers through our Bank. The Bank operates SouthState Securities Corp. (“SouthState Securities”), a full-service registered broker dealer headquartered in Memphis, Tennessee. The services offered by SouthState Securities are complementary to the Bank’s correspondent banking and capital markets businesses and provide additional opportunities to the Bank’s client base. The Bank also operates SouthState Private Capital Management LLC (“SouthState PCM”), a wholly-owned registered investment advisor, which offers support to the Bank’s wealth management line of business. The Bank, through its Corporate Billing Division, provides factoring, invoicing, collection and accounts receivable management services to transportation companies and automotive parts and service providers nationwide. The Bank operates SSB First Street Corporation, an investment subsidiary headquartered in Wilmington, Delaware, to hold tax-exempt municipal investment securities as part of the Bank’s investment portfolio. The holding company also owns SSB Insurance Corp., a captive insurance subsidiary pursuant to Section 831(b) of the U.S. Tax Code.
At March 31, 2026, we had $68.0 billion in assets and 6,390 full-time equivalent employees. Through our Bank branches, ATMs and online banking platforms, we provide our customers with a wide range of financial products and services, through an eight (8) state footprint in Florida, South Carolina, Texas, Georgia, Colorado, North Carolina, Alabama, and Virginia. These financial products and services include deposit accounts such as checking accounts, savings and time deposits of various types, safe deposit boxes, bank money orders, wire transfer and ACH services, brokerage services and alternative investment products such as annuities and mutual funds, trust and asset management services, loans of all types, including business loans, agriculture loans, real estate-secured (mortgage) loans, personal use loans, home improvement loans, automobile loans, manufactured housing loans, boat loans, credit cards, letters of credit, home equity lines of credit, treasury management services, and merchant services.
We also operate a correspondent banking and capital markets division within our national bank subsidiary, of which the majority of its bond salesmen, traders and operational personnel are housed in facilities located in Atlanta, Georgia, Memphis, Tennessee, Walnut Creek, California, and Birmingham, Alabama. This division’s primary revenue generating activities are related to its capital markets division, which includes commissions earned on fixed income security sales, fees from hedging services, loan brokerage fees and consulting fees for services related to these activities; and its correspondent banking division, which includes spread income earned on correspondent bank deposits (i.e., federal funds purchased) and correspondent bank checking account deposits and fees from safe-keeping activities, bond accounting services for correspondents, asset/liability consulting related activities, international wires, and other clearing and corporate checking account services.
We have pursued, and continue to pursue, a growth strategy that focuses on organic growth, supplemented by acquisitions of select financial institutions, or branches in certain market areas.
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Table of Contents
The following discussion describes our results of operations for the quarter ended March 31, 2026, compared to the quarter ended March 31, 2025, and also analyzes our financial condition as of March 31, 2026, as compared to December 31, 2025. Like most financial institutions, we derive most of our income from interest we receive on our loans and investments. Our primary source of funds for making these loans and investments is our deposits, on which we may pay interest. Consequently, one of the key measures of our success is the amount of our net interest income, or the difference between the income on our interest-earning assets, such as loans and investments, and the expense on our interest-bearing liabilities, such as deposits. Another key measure is the spread between the yield we earn on these interest-earning assets and the rate we pay on our interest-bearing liabilities.
Of course, there are risks inherent in all loans, as such, we maintain an allowance for credit losses, otherwise referred to herein as ACL, to absorb probable losses on existing loans that may become uncollectible. We establish and maintain this allowance by charging a provision for credit losses against our operating earnings. In the following discussion, we have included a detailed discussion of this process.
In addition to earning interest on our loans and investments, we earn income through fees and other services we charge to our customers. We incur costs in addition to interest expense on deposits and other borrowings, the largest of which is salaries and employee benefits. We describe the various components of this noninterest income and noninterest expense in the following discussion.
The following sections also identify significant factors that have affected our financial position and operating results during the periods included in the accompanying financial statements. We encourage you to read this discussion and analysis in conjunction with the financial statements and the related notes and the other statistical information also included in this report.
Recent Events
Capital Management
On January 11, 2026, the Board of Directors of the Company approved the 2026 Repurchase Plan authorizing the Company to repurchase up to 5,560,000 shares of the Company’s common stock. This 2026 Repurchase Plan authorization replaces the Company’s pre-existing authorization approved in January 2025, under which 560,000 shares remained available for repurchase, and which was cancelled in connection with the Board’s approval of the 2026 Repurchase Plan. See accompanying Note 21 — Stock Repurchase Program to our consolidated financial statements.
Governmental and Regulatory Environment
We continue to assess regulatory and other changes being made by the Trump Administration and its impact on our business. This includes the impact of the Iran conflict, immigration reform, tariff changes and changes in regulation and supervision, including the proposal, modification, rescission, or withdrawal of regulation or guidance, or changes in supervisory approaches and enforcement of rules and guidance applicable to us, including those described below.
On March 19, 2026, the Federal Reserve, OCC and FDIC jointly issued two joint notices of proposed rulemaking to modernize the U.S. regulatory capital framework. The proposals include a new expanded risk-based approach to calculating risk-weighted assets, which applies to the largest and most internationally active banks, and revisions to the existing standardized approach to calculating risk-based assets, which applies to Category III and IV institutions and smaller banking organizations, such as the Bank (the “Standardized Approach Proposal”). The Standardized Approach Proposal would improve the calibration and risk sensitivity of risk weights. The timing and content of any final rules, and the potential effects of any final rules on the Bank, remain uncertain.
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Table of Contents
Critical Accounting Policies
Our consolidated financial statements are prepared based on the application of accounting policies in accordance with GAAP and follow general practices within the banking industry. Our financial position and results of operations are affected by management’s application of accounting policies, including estimates, assumptions and judgments made to arrive at the carrying value of assets and liabilities and amounts reported for revenues and expenses. Differences in the application of these policies could result in material changes in our consolidated financial position and consolidated results of operations and related disclosures. Understanding our accounting policies is fundamental to understanding our consolidated financial position and consolidated results of operations. Accordingly, our significant accounting policies and changes in accounting principles and effects of new accounting pronouncements are discussed in Note 2 — Summary of Significant Accounting Policies and Note 3 — Recent Accounting and Regulatory Pronouncements of our consolidated financial statements in this Quarterly Report on Form 10-Q and in Note 1 — Summary of Significant Accounting Policies of our Annual Report on Form 10-K for the year ended December 31, 2025.
The following is a summary of our allowance for credit losses (“ACL”) critical accounting policy, which is highly dependent on estimates, assumptions and judgments.
Allowance for Credit Losses (ACL)
The ACL reflects management’s estimate of the portion of the amortized cost of loans and unfunded commitments that it does not expect to collect. Management has a methodology determining its ACL for loans held for investment and certain off-balance-sheet credit exposures. Management considers the effects of past events, current conditions, and reasonable and supportable forecasts on the collectability of the loan portfolio. The Company’s estimate of its ACL involves a high degree of judgment; therefore, management’s process for determining expected credit losses may result in a range of expected credit losses. It is possible that others, given the same information, may at any point in time reach a different reasonable conclusion. The Company’s ACL recorded on the balance sheet reflects management’s best estimate within the range of expected credit losses. The Company recognizes in net income the amount needed to adjust the ACL for management’s current estimate of expected credit losses. See Note 2 — Summary of Significant Accounting Policies for further detailed descriptions of our estimation process and methodology related to the ACL. See also Note 6 — Allowance for Credit Losses and “Allowance for Credit Losses (ACL) on Loans and Certain Off-Balance-Sheet Credit Exposures” in this MD&A.
One of the most significant judgments influencing the ACL is the macroeconomic forecasts from the third-party service provider. Changes in the economic forecasts may significantly affect the estimated credit losses which may potentially lead to materially different quantitatively modeled allowance levels from one reporting period to the next. Given the dynamic relationship between macroeconomic variables, it is difficult to estimate the impact of a change in any one individual variable on the ACL. SouthState uses a third-party service provider to support the economic forecast assumptions under CECL forecast by providing various levels of economic scenarios. These scenarios are weighted in accordance with management assessment of scenarios as well
[Excerpt truncated for page length; source filing is linked above.]
Latest 10-K MD&A
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking Statements
Statements included in this Report, which are not historical in nature are intended to be, and are hereby identified as, forward-looking statements for purposes of the safe harbor provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward looking statements are based on, among other things, management’s beliefs, assumptions, current expectations, estimates and projections about the financial services industry, and the economy. Words and phrases such as “may,” “approximately,” “continue,” “should,” “expects,” “projects,” “anticipates,” “is likely,” “look ahead,” “look forward,” “believes,” “will,” “intends,” “estimates,” “strategy,” “plan,” “could,” “potential,” “possible” and variations of such words and similar expressions are intended to identify such forward-looking statements. We caution readers that forward-looking statements are subject to certain risks, uncertainties and assumptions that are difficult to predict with regard to, among other things, timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results. Such risks, uncertainties and assumptions, include, among others, those risks listed under “Summary of Risk Factors” starting on page 22 of this Report.
For any forward-looking statements made in this Report or in any documents incorporated by reference into this Report, we claim the protection of the safe harbor for forward looking statements contained in the Private Securities Litigation Reform Act of 1995. All forward-looking statements speak only as of the date they are made and are based on information available at that time. We do not undertake any obligation to update or otherwise revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements. All subsequent written and oral forward-looking statements by us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.
Additional information with respect to factors that may cause actual results to differ materially from those contemplated by our forward looking statements may also be included in other reports that we file with the SEC. We caution that the foregoing list of risk factors is not exclusive and not to place undue reliance on forward looking statements.
Introduction
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) describes SouthState Bank Corporation and its subsidiary’s results of operations for the year ended December 31, 2025 as compared to the year ended December 31, 2024, and also analyzes our financial condition as of December 31, 2025 as compared to December 31, 2024. Like most banking institutions, we derive most of our income from interest we receive on our loans and investments. Our primary source of funds for making these loans and investments is our deposits, on most of which we pay interest. Consequently, one of the key measures of our success is the amount of net interest income, or the difference between the income on our interest-earning assets, such as loans and investments, and the expense on our interest-bearing liabilities, such as deposits. Another key measure is the spread between the yield we earn on these interest-earning assets and the rate we pay on our interest-bearing liabilities or the net interest margin.
There are risks inherent in all loans, so we maintain an allowance for credit losses to absorb our estimate of probable losses on existing loans that may become uncollectible. We establish and maintain this allowance by recording a provision or recovery for credit losses against our earnings. In the following section, we have included a detailed discussion of this process.
In addition to earning interest on our loans and investments, we earn income through fees and other services we charge to our customers. We incur costs in addition to interest expense on deposits and other borrowings, the largest of which is salaries and employee benefits. We describe the various components of this noninterest income and noninterest expense in the following discussion.
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Table of Contents
The following section also identifies significant factors that have affected our financial position and operating results during the periods included in the accompanying financial statements. We encourage you to read this discussion and analysis in conjunction with the financial statements and the related notes and the other information included in this Report.
Overview
SouthState Bank Corporation is a financial holding company headquartered in Winter Haven, Florida. During the third quarter of 2025, the Company was redomiciled to the state of Florida by merging SouthState Corporation, a South Carolina corporation, with and into SouthState Bank Corporation, a Florida corporation that was wholly-owned by SouthState Corporation prior to such merger, and adopting its name. We provide a wide range of banking services and products to our customers through our Bank. The Bank operates SouthState Securities, a registered broker-dealer headquartered in Memphis, Tennessee that serves primarily institutional clients across the U.S. in the fixed income business. The Bank also operates SouthState PCM, Inc., a wholly-owned registered investment advisor. The Bank, through its Corporate Billing Division, provides factoring, invoicing, collection and accounts receivable management services to transportation companies and automotive parts and service providers nationwide. The Bank operates SSB First Street Corporation, an investment subsidiary headquartered in Wilmington, Delaware, to hold tax-exempt municipal investment securities as part of the Bank’s investment portfolio. The holding company also owns SSB Insurance Corp., a captive insurance subsidiary pursuant to Section 831(b) of the U.S. Tax Code.
At December 31, 2025, we had $67.2 billion in assets and 6,317 full-time equivalent employees. Through our Bank branches, ATMs and online banking platforms, we provide our customers with a wide range of financial products and services, through an eight (8) state footprint in Florida, South Carolina, Texas, Georgia, Colorado, North Carolina, Alabama, and Virginia. These financial products and services include deposit accounts such as checking accounts, savings and time deposits of various types, safe deposit boxes, bank money orders, wire transfer and ACH services, brokerage services and alternative investment products such as annuities and mutual funds, trust and asset management services, loans of all types, including business loans, agriculture loans, real estate-secured (mortgage) loans, personal use loans, home improvement loans, automobile loans, manufactured housing loans, boat loans, credit cards, letters of credit, home equity lines of credit, treasury management services, and merchant services.
We also operate a correspondent banking and capital markets division within our national bank subsidiary, of which the majority of its bond salesmen, traders and operational personnel are housed in facilities located in Atlanta, Georgia, Birmingham, Alabama, Memphis, Tennessee, and Walnut Creek, California. This division’s primary revenue generating activities are related to its capital markets division, which includes commissions earned on fixed income security sales, fees from hedging services, loan brokerage fees and consulting fees for services related to these activities; and its correspondent banking division, which includes spread income earned on correspondent bank deposits (i.e., federal funds purchased) and correspondent bank checking account deposits and fees from safe-keeping activities, bond accounting services for correspondents, asset/liability consulting related activities, international wires, and other clearing and corporate checking account services.
We earned net income of $798.7 million, or $7.87 diluted earnings per share (“EPS”), during 2025 compared to net income of $534.8 million, or $6.97 diluted EPS, in 2024. Net income available to the common shareholders was up $263.9 million, or 49.3%, in 2025 compared to 2024. For further discussion of the Company’s results of operations for the year ended December 31, 2025 as compared to the year ended December 31, 2024, see Results of Operations section of this MD&A starting on page 65.
At December 31, 2025, we had total assets of approximately $67.2 billion compared to approximately $46.4 billion at December 31, 2024. See the Financial Condition section of this MD&A starting on page 73 for a more detailed description of the change in our balance sheet.
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Our overall asset quality results remained strong during the year. Net charge-offs as a percentage of average loans increased to 0.23% for the year ended December 31, 2025 compared to 0.06% for the year ended December 31, 2024. Net charge-offs, excluding acquisition date charge-offs recorded for PCD loans acquired from Independent of $56.7 million, to total average loans, during the year ended December 31, 2025 were 0.11%. The increase in charge-offs excluding acquisition date charge-offs on PCD loans acquired from Independent in 2025 was mainly due to one commercial and industrial charge-off recorded in the third quarter of 2025 of $21.5 million. If this individual charge-off was also excluded, net charge-offs as a percentage of average loans would have been 0.07% for the year 2025, a 0.01% increase compared to the year ended December 31, 2024. The total nonperforming assets (“NPAs”) increased by $97.9 million to $311.3 million at December 31, 2025 from $213.4 million at December 31, 2024. Non-acquired NPAs increased $23.8 million to $170.2 million at December 31, 2025 from $146.5 million at December 31, 2024, which was related to an increase in non-acquired nonperforming loans of $19.7 million. Non-acquired OREO and other NPAs increased by $4.1 million to $5.3 million as of December 31, 2025 compared to $1.2 million as of December 31, 2024. Acquired NPAs increased $74.1 to $141.0 million at December 31, 2025 from $66.9 million at December 31, 2024. Acquired nonperforming loans increased $71.8 million and acquired OREO and other nonperforming assets increased $2.3 million. Total NPAs as a percentage of total assets remained flat at 0.46% at December 31, 2025 and December 31, 2024. We continue to experience solid and stable asset quality numbers and ratios in 2025.
Our efficiency ratio was 53.1% for the year ended December 31, 2025 compared to 56.9% for the same period in 2024. The improvement of our efficiency ratio was due to the result of a 56.1% increase in the total of tax-equivalent net interest income and noninterest income being greater than a 45.7% increase in noninterest expense, excluding amortization of intangibles. The overall increase in both tax-equivalent net interest income and noninterest income and noninterest expense was due to the acquisition of Independent in 2025. The higher increase in tax-equivalent net interest income and noninterest income was due to the $1.1 billion increase in interest income related to loans held for investment, which was mainly attributable to loans acquired in the acquisition of Independent in 2025.
We continue to remain well-capitalized with a total risk-based capital ratio of 13.8% and a Tier 1 leverage ratio of 9.3%, as of December 31, 2025, compared to 15.0% and 10.0%, respectively, at December 31, 2024. The decline in the capital ratios was mainly due to the effects on capital and assets from the acquisition of Independent. Total risk-based capital increased with the increase in equity resulting from the issuance of shares of common stock for the Independent acquisition, the net income recognized during 2025, along with the increase in the allowance for credit losses and unfunded commitments includable in Tier 2 capital. Total risk-weighted assets increased $15.8 billion, or 43.7%, in 2025. The decline in the Tier 1 leverage ratio was due to the increase in average assets resulting from the acquisition of Independent. Regulatory average assets used to calculate the Tier 1 leverage ratio increased $18.3 billion, or 40.4%, in 2025. We believe our current capital ratios position us well to grow both organically and through certain strategic opportunities. For further discussion of the Company’s financial condition as of December 31, 2025 compared to December 31, 2024, see Financial Condition section of this MD&A starting on page 73.
Recent Events
Capital Management
On January 11, 2026, the Board of Directors of the Company approved the 2026 Repurchase Plan authorizing the Company to repurchase up to 5,560,000 shares of the Company’s common stock. This 2026 Repurchase Plan authorization replaces the Company’s pre-existing authorization approved in January 2025, under which 560,000 shares remained available for repurchase, and which was cancelled in connection with the Board’s approval of the 2026 Repurchase Plan. See accompanying with Note 31—Subsequent Events to our audited consolidated financial statements.
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Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared based on the application of accounting policies in accordance with generally accepted accounting principles (“GAAP”) and follow general practices within the banking industry. Our financial position and results of operations are affected by management’s application of accounting policies, including estimates, assumptions and judgments made to arrive at the carrying value of assets and liabilities and amounts reported for revenues and expenses. Differences in the application of these policies could result in material changes in our consolidated financial position and consolidated results of operations and related disclosures. Understanding our accounting policies is fundamental to understanding our consolidated financial position and consolidated results of operations. Accordingly, our significant accounting policies and changes in accounting principles and effects of new accounting pronouncements are discussed in Note 1—Summary of Significant Accounting Policies of our audited consolidated financial statements.
The following is a summary of our critical accounting policies that are highly dependent on estimates, assumptions and judgments.
Business Combinations
We account for 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. This includes intangible assets identified as a result of the acquisition. ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires us to record purchased financial assets with credit deterioration (PCD assets), defined as a more-than-insignificant deterioration in credit quality since origination or issuance, at the purchase price plus the allowance for credit losses expected at the time of acquisition. Under this method, there is no provision for credit losses affecting net income on acquired PCD assets. Changes in estimates of expected credit losses after acquisition are recognized as provision for credit loss expense (or recovery of credit losses) in subsequent periods as they arise. Any non-credit discount or premium resulting from acquiring a pool of purchased financial assets with credit deterioration shall be allocated to each individual asset. At the acquisition date, the initial allowance for credit losses determined on a collective basis shall be allocated to individual assets to appropriately allocate any non-credit discount or premium. The non-credit discount or premium, after the adjustment for the allowance for credit losses, shall be accreted into interest income using the interest method based on the effective interest rate determined after the adjustment for credit losses at the adoption date.
A purchased financial asset that does not qualify as a PCD asset is accounted for similar to an originated financial asset. Generally, this means that an entity recognizes the allowance for credit losses for non-PCD assets through net income at the time of acquisition. In addition, both the credit discount and non-credit discount or premium resulting from acquiring a pool of purchased financial assets that do not qualify as PCD assets shall be allocated to each individual asset. This combined discount or premium shall be accreted into interest income using the effective yield method.
For further discussion of our loan accounting and acquisitions, see Note 1—Summary of Significant Accounting Policies, Note 2—Mergers and Acquisitions, Note 4—Loans and Note 5—Allowance for Credit Losses to the audited consolidated financial statements.
Allowance for Credit Losses or ACL
The ACL reflects management’s estimate of the portion of the amortized cost of loans and unfunded commitments that it does not expect to collect. Management has a methodology determining its ACL for loans held for investment and certain off-balance-sheet credit exposures. Management considers the effects of past events, current conditions, and reasonable and supportable forecasts on the collectability of the loan portfolio. The Company’s estimate of its ACL involves a high degree of judgment; therefore, management’s process for determining expected credit losses may result in a range of expected credit losses. It is possible that others, given the same information, may at any point in time reach a different reasonable conclusion. The Company’s ACL recorded on the balance sheet reflects management’s best estimate within the range of expected credit losses. The Company recognizes in net income the amount needed to adjust the ACL for management’s current estimate of expected credit losses. See Note 1—Summary of Significant Accounting Policies for further detailed descriptions of our estimation process and methodology related to the ACL. See also Note 5—Allowance for Credit Losses and “Provision for Credit Losses” in this MD&A.
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One of the most significant judgments influencing the ACL is the macroeconomic forecasts from the third-party service provider. Changes in the economic forecasts may significantly affect the estimated credit losses which may potentially lead to materially different quantitatively modeled allowance levels from one reporting period to the next. Given the dynamic relationship between macroeconomic variables, it is difficult to estimate the impact of a change in any one individual variable on the ACL. SouthState uses a third-party service provider to support the economic forecast assumptions under CECL forecast by providing various levels of economic scenarios. These scenarios are weighted in accordance with management assessment of scenarios as well as expectations of the general market and industry conditions. To illustrate the sensitivity of these scenarios, if a 100% probability weighting was applied to the adverse scenario rather than using the probability-weighted three scenario approach, this would result in an increase in the ACL by approximately $208 million. Conversely, if a 100% probability weighting was applied to the upside scenario, this would result in a decrease in the ACL by approximately $122 million. The adverse scenario includes assumptions including, but not limited to, rising unemployment consistent with a recession, high levels of inflation and weakened consumer and business spending, elevated interest rates, tightening credit, widening Federal deficit, and exacerbated geopolitical and trade tensions. Conversely, the upside scenario includes assumptions such as a stronger domestic economy, swift resolution of international conflicts and strengthening global economy, more than full employment, reduced political tensions, and other favorable assumptions. This sensitivity analysis and related impact on the ACL is a hypothetical analysis and is not intended to represent management’s judgments at December 31, 2025.
Goodwill and Other Intangible Assets
Goodwill represents the excess of the purchase price over the sum of the estimated fair values of the tangible and identifiable intangible assets acquired less the estimated fair value of the liabilities assumed in a business combination. As of December 31, 2025 and 2024, the balance of goodwill was $3.1 billion and $1.9 billion, respectively. Goodwill has an indefinite useful life and is evaluated for impairment annually or more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the asset’s fair value.
Under the ASU Topic 350, if a reporting unit’s carrying amount exceeds its fair value, an entity will record an impairment charge based on the difference. The impairment charge will be limited to the amount of goodwill allocated to the reporting unit. An entity is able to perform an optional qualitative goodwill impairment assessment before proceeding to the quantitative step of determining whether the reporting unit’s carrying amount exceeds its fair value.
We evaluated the carrying value of goodwill as of October 31, 2025, our annual test date, and determined that more likely than not that no impairment charge was necessary as the fair value of the entity exceeded the carrying value. We will continue to monitor the impact of current economic conditions and other events on the Company’s business, operating results, cash flows and financial condition. If the current economic conditions and other events were to deteriorate and our stock price falls below current levels, we will have to reevaluate the impact on our financial condition and potential impairment of goodwill.
Core deposit intangibles and client list intangibles consist primarily of amortizing assets established during the acquisition of other banks. This includes whole bank acquisitions and the acquisition of certain assets and liabilities from other financial institutions. Core deposit intangibles represent the estimated value of long-term deposit relationships acquired in these transactions. Client list intangibles represent the value of long-term client relationships for the correspondent banking and wealth and trust management business. These costs are amortized over the estimated useful lives, such as deposit accounts in the case of core deposit intangible, on a method that we believe reasonably approximates the anticipated benefit stream from this intangible. The estimated useful lives are periodically reviewed for reasonableness.
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Income Taxes and Deferred Tax Assets
Income taxes are provided for the tax effects of the transactions reported in our consolidated financial statements and consist of taxes currently due plus deferred taxes related to differences between the tax basis and accounting basis of certain assets and liabilities. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred tax assets and liabilities are reflected at income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled. The Company determines the realization of deferred tax assets by considering all positive and negative evidence available, including the impact of recent operating results, future reversals of taxable temporary differences, future taxable income exclusive of reversing temporary differences and carryforwards and tax planning strategies. Determining whether deferred tax assets are realizable is subjective and requires the use of significant judgment. A valuation allowance is provided when it is more-likely-than-not that some portion of the deferred tax asset will not be realized. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. The Company and its subsidiaries file a consolidated federal income tax return. Additionally, income tax returns are filed by the Company or its subsidiaries in various state and local jurisdictions based on the Company’s footprint. The tax laws and regulations in each jurisdiction are complex and may be subject to different interpretations by the Company and the relevant taxing authorities. Therefore, the Company is required to exercise judgment in determining tax accruals and evaluating the Company’s tax positions, including evaluating uncertain tax positions. See Note 1—Summary of Significant Accounting Policies and Note 11—Income Taxes to the consolidated financial statements for further details and discussion.
Recent Accounting Standards and Pronouncements
For information relating to recent accounting standards and pronouncements, see Note 1—Summary of Significant Accounting Policies to our audited consolidated financial statements entitled “Summary of Significant Accounting Policies.”
Results of Operations
Consolidated net income available to common shareholders increased by $263.9 million, or 49.3%, to $798.7 million for the year ended December 31, 2025, compared to $534.8 million for the year ended December 31, 2024. Below are key highlights of our results of operations during 2025:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | A $1.2 billion increase in interest income, resulting from a $1.1 billion increase in interest income from loans and loans held for sale, a $108.3 million increase in interest income from investment securities, and a $54.1 million increase in interest income on federal funds sold, securities purchased under agreement to resell and interest-bearing deposits (See Net Interest Income section on page 66 for further discussion); |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | A $350.3 million increase in interest expense primarily resulted from a $323.2 million increase in interest expense from deposits and a $36.4 million increase in interest expense from subordinated debentures. These increases were partially offset by a $9.3 million decrease in interest expense from other borrowings (See Net Interest Income section on page 66 for further discussion); |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | A $103.8 million increase in the provision for credit losses, as the Company recorded a provision for credit losses of $119.8 million in 2025 compared to $16.0 million in 2024. During 2025, we reported a higher provision for credit losses as the Company recorded the initial provision for credit losses of $80.0 million and $12.1 million on the Independent non-PCD loans portfolio and unfunded commitments, respectively; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | A $75.5 million increase in noninterest income, which resulted primarily due to an increase in correspondent banking and capital market income of $39.4 million, an increase in trust and investment services income of $12.7 million and an increase in fees on deposit accounts of $22.2 million (See Noninterest Income section on page 69 for further discussion); |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | A $519.6 million increase in noninterest expense, resulted primarily from a $191.0 million increase in salaries and employee benefits expense, a $97.6 million increase in merger, branch consolidation, severance-related and other expense, a $72.3 million increase in amortization expense of intangible assets, and a $70.3 million increase in occupancy expense (See Noninterest Expense section on page 71 for further discussion); |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Higher income tax provision of $76.1 million primarily due to the change in pre-tax book income between the two years. The Company recorded pre-tax book income of $1.0 billion in 2025 compared to pre-tax book income of $700.2 million in 2024. The Company’s effective tax rate was 23.22% for the year ended December 31, 2025 compared to 23.63% for the year ended December 31, 2024; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Basic earnings per common share increased 12.7% to $7.90 in 2025, from $7.01 in 2024; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Diluted earnings per common share increased 12.9% to $7.87 in 2025, from $6.97 in 2024; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Return on average assets was 1.22% in 2025, an increase compared to 1.17% in 2024. The increase in 2025 compared to 2024 resulted from net income growing at a faster rate than average total assets, with net income increasing by $263.9 million, or 49.3%, to $798.7 million while total average assets increasing $19.6 billion, or 43.0%, to $65.2 billion in 2025; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Return on average common shareholders’ equity decreased to 9.13% in 2025, compared to 9.41% in 2024, and increased in 2024 from 9.37% in 2023. The decrease in 2025 compared to 2024 was due to the growth in average common shareholders’ equity of 53.9% being greater than the increase in net income of 49.3%; and |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Our dividend payout ratio was 28.82% for 2025 compared with 30.22% in 2024 and 31.34% in 2023. The decrease in the dividend payout ratio in 2025 compared to 2024 was due to the increase in net income available to common shareholders of 49.3%, or $263.9 million, exceeding the increase in total dividends paid during 2025 of 42.5%, or $68.6 million. The increase in dividends paid was due to the increase in outstanding common shares in 2025 resulting from the issuance of 24.9 million shares of common stock for the acquisition of Independent in the first quarter of 2025, along with the Company increasing its dividend per share from $0.54 to $0.60 in the third quarter of 2025. |
Net Interest Income
Net interest income is the largest component of our net income. Net interest income is the difference between income earned on interest-earning assets and interest paid on deposits and borrowings. Net interest income is determined by the yields earned on interest-earning assets, rates paid on interest-bearing liabilities, the relative balances of interest-earning assets and interest-bearing liabilities, the degree of mismatch, and the maturity and repricing characteristics of interest-earning assets and interest-bearing liabilities. Net interest income divided by average interest-earning assets represents our net interest margin.
The Federal Reserve implemented total rate cuts of 175 basis-point, beginning with a 50 basis-point reduction in mid-September 2024. This was followed by five additional cuts of 25 basis-point each, one in early November 2024, one in mid-December 2024, one in late October 2025, and the latest one in December 2025. These rate cuts came after a series of rate hikes that began in March 2022, resulting in a target range of 3.50% to 3.75% at December 31, 2025. As a result, the Company operated in a comparatively lower rate environment in 2025 compared to 2024.
2025 compared to 2024
Net interest income and net interest margin are highlighted for the year ended December 31, 2025, compared to 2024:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The non-tax equivalent and the Tax Equivalent (“TE”) net interest margin increased by 51 basis points and 52 basis points, respectively, in 2025 compared to 2024. The net interest margin increased primarily due to a 60-basis point rise in the yield on interest earning assets, while the cost of interest-bearing liabilities remained stable. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Overall, our yield on interest-earning assets in 2025 increased 60 basis points to 5.78% from 2024, primarily due to higher yields on investments securities and loans held for investment. The yield on investment securities increased due to the investment portfolio restructuring completed in the first quarter of 2025. The yield on loans increased primarily due to loan accretion recognized during 2025 of approximately $258.6 million, which was mainly attributable to the loan portfolio acquired from Independent. In addition, the average balance of the higher yielding acquired loans increased by $10.8 billion and the average balance of investment securities increased by $1.3 billion, mainly due to balances acquired from Independent, while the average balance of non-acquired loans increased by $3.5 billion. |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | The average cost of interest-bearing liabilities in 2025 compared to 2024 slightly increased by 2 basis points to 2.61%. The average cost of corporate and subordinated debentures increased by 134 basis points, primarily driven by higher interest expense incurred resulting from a $419.9 million increase in average balances. The increase in average balances includes the assumption of $360.5 million in corporate and subordinated debentures in connection with the Independent acquisition, as well as the issuance of $350.0 million in aggregate principal amount of subordinated notes during the second quarter of 2025. These increases were partially offset by the redemption of $405.0 million of subordinated debentures that occurred during the latter half of the third quarter of 2025. The cost increase was offset by lower costs associated with other borrowings, federal funds purchased, securities sold with agreements to repurchase, and decreases across all deposit categories, reflecting the comparatively lower rate environment. The average cost of other borrowings was 4.40% for the year 2025. This compares to a cost of 5.55% for the year 2024. The Company had no other borrowings outstanding as of December 31, 2025 and 2024. The average cost of federal funds purchased, securities sold with agreements to repurchase decreased by 96 basis points and 7 basis points, respectively, despite increases of $56.5 million and $22.6 million, respectively, in average balances. Our overall cost of funds, including noninterest-bearing deposits, was 1.96% for the year 2025, compared to 1.88% for the year 2024. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Our net interest income increased by $887.9 million, or 62.7%, to $2.3 billion during 2025 compared to 2024, as our interest income increased $1.2 billion while interest expense increased $350.3 million. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Our interest income increased by $1.2 billion led by higher acquired loan interest income of $867.8 million due to a higher average balance of $10.8 billion, and a higher yield of 126 basis points. Interest income on non-acquired loans increased $195.8 million due to an increase in the average balance of $3.5 billion. Interest income on investment securities increased by $108.3 million due to higher average balance of $1.3 billion and a higher yield of 89 basis points. Interest income on federal funds sold and repurchase agreements increased by $54.1 million due to higher average balance of $1.4 billion. Interest income on loans held for sale increased by $12.1 million due to a higher average balance of $162.1 million and a higher yield of 46 basis points. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Our interest expense increased by $350.3 million in 2025 compared to 2024, due primarily to an increase in interest expense on interest-bearing deposits of $323.2 million. The increase in interest expense on interest-bearing deposit was attributable to an increase in the average balances of $12.9 billion primarily as a result of the balances assumed from the Independent acquisition. Interest expense on corporate and subordinated debentures and securities sold with agreements to repurchase increased by $36.4 million and $260,000, respectively, due to increases in the average balances of $419.9 million and $22.6 million, respectively. During 2025, we recorded lower interest expense related to other borrowings of $9.3 million due to a decrease in the average balance of $164.5 million. Interest expense on federal funds purchased was lower by $287,000 despite an increase in the average balance of $56.5 million, reflecting the comparatively lower rate environment. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average interest-earning assets increased by $17.2 billion, or 41.5%, to $58.5 billion in 2025 compared to 2024. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | The increase in the average balance on the acquired loan portfolio of $10.8 billion was due to the loans acquired in the Independent acquisition, offset by paydowns, pay-offs and renewals of acquired loans that are moved to our non-acquired loan portfolio. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | The increase in the average balance on non-acquired loan portfolio of $3.5 billion was due to organic growth and renewals of matured acquired loans that are moved to our non-acquired loan portfolio. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | The average balance on federal funds sold, securities purchased under agreements to resell and other interest earning deposits increased by $1.4 billion. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | The average balance in investment securities increased by $1.3 billion. The increase in average was primarily due to the Company acquiring $1.6 billion in investment securities through the acquisition of Independent. These securities were subsequently sold during the first quarter of 2025 with the proceeds reinvested into purchases of new securities that fit the Company’s investment strategy. The increase in investment securities related to the Independent acquisition was partially offset by maturities, calls and paydowns on available for sale and held to maturity securities. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | The increase in the average balance of loans held for sale of $162.1 million was primarily due to the SBA loans purchased from third-party originators. The Company began purchasing and pooling the guaranteed portion of SBA loans during the third quarter of 2024. |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average interest-bearing liabilities increased by $13.3 billion, or 47.4%, to $41.3 billion in 2025 compared to 2024. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | The average balance of interest-bearing deposits increased by $12.9 billion mainly due to $12.0 billion of interest-bearing deposits assumed from Independent in the first quarter of 2025. Money market, transaction, time deposit, and savings accounts’ average balances increased by $4.9 billion, $4.7 billion, $2.9 billion, and $391.3 million, respectively. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | The average balance of federal funds purchased increased by $56.5 million and repurchase agreements increased by $22.6 million. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | The average balance of corporate and subordinated debentures increased by $419.9 million. The increase in average balances includes the assumption of $360.5 million in corporate and subordinated debentures in connection with the Independent acquisition, as well as the issuance of $350.0 million in aggregate principal amount of subordinated notes during the second quarter of 2025. These increases were partially offset by the redemption of $405.0 million of subordinated debentures that occurred during the latter half of the third quarter of 2025. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | The average balance of other borrowings decreased by $164.5 million. The Company utilized short-term borrowings from the FHLB, FRB Discount Window, AFX and US Bank line of credit throughout 2025, mostly in early 2025. In 2024, the Company utilized FHLB advances until the third quarter of 2024, as deposits markets became more competitive. All of the outstanding balance was subsequently paid off, with no outstanding balances as of December 31, 2025 and 2024. |
Table 1—Yields on Average Interest-Earning Assets and Rates on Average Interest-Bearing Liabilities
| | | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, | |||||||||||||||||||||||
| | | 2025 | | 2024 | | 2023 | |||||||||||||||||||
| | | | | | Interest | | Average | | | | | Interest | | Average | | | | | Interest | | Average | ||||
| | | Average | | Earned/ | | Yield/ | | Average | | Earned/ | | Yield/ | | Average | | Earned/ | | Yield/ | |||||||
| (Dollars in thousands) | | Balance | | Paid | | Rate | | Balance | | Paid | | Rate | | Balance | | Paid | | Rate | |||||||
| Assets | | | | | | | | | | | | | | | | | | | | | | | | | |
| Interest‑earning assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
| Non‑acquired loans, net of unearned income (1) | | $ | 31,413,927 | | $ | 1,791,729 | 5.70 | % | $ | 27,920,075 | | $ | 1,595,916 | 5.72 | % | $ | 24,813,599 | | $ | 1,312,452 | 5.29 | % | |||
| Acquired loans, net | | 15,974,336 | | 1,191,072 | 7.46 | % | 5,212,144 | | 323,225 | 6.20 | % | 6,589,692 | | 401,914 | 6.10 | % | |||||||||
| Loans held for sale | | 262,000 | | 18,775 | 7.17 | % | 99,857 | | 6,697 | 6.71 | % | 30,740 | | 2,039 | 6.63 | % | |||||||||
| Investment securities (2): | | | | | | | | | | | | | | | | | | | | | | | | | |
| Taxable | | 7,680,915 | | 260,119 | 3.39 | % | 6,435,688 | | 155,470 | 2.42 | % | 7,014,604 | | 162,907 | 2.32 | % | |||||||||
| Tax‑exempt | | 876,525 | | 26,573 | 3.03 | % | 813,960 | | 22,928 | 2.82 | % | 813,695 | | 23,455 | 2.88 | % | |||||||||
| Federal funds sold, securities purchased under agreement to resell and interest-earning deposits with banks | | 2,251,227 | | 91,230 | 4.05 | % | 817,853 | | 37,126 | 4.54 | % | 836,068 | | 41,639 | 4.98 | % | |||||||||
| Total interest‑earning assets | | 58,458,930 | | 3,379,498 | 5.78 | % | 41,299,577 | | 2,141,362 | 5.18 | % | 40,098,398 | | 1,944,406 | 4.85 | % | |||||||||
| Noninterest‑earning assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cash and due from banks | | 570,621 | | | | | | | 437,084 | | | | | | | 471,418 | | | | | | | |||
| Other assets | | 6,825,790 | | | | | | | 4,366,169 | | | | | | | 4,486,196 | | | | | | | |||
| Allowance for credit losses | | (607,258) | | | | | | | (465,809) | | | | | | | (400,051) | | | | | | | |||
| Total noninterest‑earning assets | | 6,789,153 | | | | | | | 4,337,444 | | | | | | | 4,557,563 | | | | | | | |||
| Total assets | | $ | 65,248,083 | | | | | | | $ | 45,637,021 | | | | | | | $ | 44,655,961 | | | | | | |
| Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
| Interest‑bearing liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
| Deposits | | | | | | | | | | | | | | | | | | | | | | | | | |
| Transaction and money market accounts | | $ | 29,618,180 | | $ | 716,185 | 2.42 | % | $ | 19,991,510 | | $ | 488,865 | 2.45 | % | $ | 17,843,581 | | $ | 307,692 | 1.72 | % | |||
| Savings deposits | | 2,884,938 | | 7,723 | 0.27 | % | 2,493,636 | | 7,282 | 0.29 | % | 2,961,654 | | 7,514 | 0.25 | % | |||||||||
| Certificates and other time deposits | | 7,304,382 | | 271,101 | 3.71 | % | 4,394,644 | | 175,678 | 4.00 | % | 4,042,052 | | 125,051 | 3.09 | % | |||||||||
| Federal funds purchased | | 337,538 | | 14,359 | 4.25 | % | 281,031 | | 14,646 | 5.21 | % | 225,642 | | 11,457 | 5.08 | % | |||||||||
| Securities sold with agreements to repurchase | | | 290,289 | | | 5,882 | | 2.03 | % | | 267,713 | | | 5,622 | | 2.10 | % | | 317,879 | | | 4,132 | | 1.30 | % |
| Corporate and subordinated debentures | | | 811,652 | | | 60,293 | | 7.43 | % | | 391,729 | | | 23,874 | | 6.09 | % | | 392,099 | | | 23,617 | | 6.02 | % |
| Other borrowings | | 14,728 | | 648 | 4.40 | % | 179,235 | | 9,941 | 5.55 | % | 243,014 | | 12,335 | 5.08 | % | |||||||||
| Total interest‑bearing liabilities | | 41,261,707 | | 1,076,191 | 2.61 | % | 27,999,498 | | 725,908 | 2.59 | % | 26,025,921 | | 491,798 | 1.89 | % | |||||||||
| Noninterest‑bearing liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
| Noninterest‑bearing deposits | | 13,581,113 | | | | | | | 10,515,850 | | | | | | | 11,777,053 | | | | | | | |||
| Other liabilities | | 1,653,888 | | | | | | | 1,435,705 | | | | | | | 1,575,621 | | | | | | | |||
| Total noninterest‑bearing liabilities | | 15,235,001 | | | | | | | 11,951,555 | | | | | | | 13,352,674 | | | | | | | |||
| Shareholders’ equity | | 8,751,375 | | | | | | | 5,685,968 | | | | | | | 5,277,366 | | | | | | | |||
| Total noninterest‑bearing liabilities and shareholders’ equity | | 23,986,376 | | | | | | | 17,637,523 | | | | | | | 18,630,040 | | | | | | | |||
| Total liabilities and shareholders’ equity | | $ | 65,248,083 | | | | | | | $ | 45,637,021 | | | | | | | $ | 44,655,961 | | | | | | |
| Net interest spread | | | | | | | 3.17 | % | | | | | | 2.59 | % | | | | | | 2.96 | % | |||
| Net interest income and margin (non‑taxable equivalent) | | | | | $ | 2,303,307 | 3.94 | % | | | | $ | 1,415,454 | 3.43 | % | | | | $ | 1,452,608 | 3.62 | % | |||
| TEFRA (included in net interest margin, tax equivalent) | | | | | | 2,973 | | | | | | | | 2,192 | | | | | | | | 3,023 | | | |
| Net interest income and margin (taxable equivalent) | | | | | $ | 2,306,280 | 3.95 | % | | | | $ | 1,417,646 | 3.43 | % | | | | $ | 1,455,631 | 3.63 | % | |||
| Total Deposit Cost (without corporate and subordinated debentures and other borrowings) | | | | | | | | 1.86 | % | | | | | | | 1.80 | % | | | | | | | 1.20 | % |
| Overall Cost of Funds (including interest-bearing deposits) | | | | | | | 1.96 | % | | | | | | 1.88 | % | | | | | | 1.30 | % |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (1) | Nonaccrual loans are included in the above analysis. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (2) | Investment securities (taxable and tax-exempt) include trading securities. |
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Table 2—Volume and Rate Variance Analysis
| | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | 2025 Compared to 2024 | | 2024 Compared to 2023 | |||||||||||||||
| | | Increase (Decrease) due to | | Increase (Decrease) due to | |||||||||||||||
| (Dollars in thousands) | | Volume (1) | | Rate (1) | | Total | | Volume(1) | | Rate(1) | | Total | |||||||
| Interest income on: | | | | | | | | | | | | | | | | | | | |
| Non‑acquired loans, net of unearned income (2) | | $ | 199,709 | | $ | (3,896) | | $ | 195,813 | | $ | 164,309 | | $ | 119,155 | | $ | 283,464 | |
| Acquired loans (2) | | 667,405 | | 200,442 | | 867,847 | | (84,018) | | 5,329 | | (78,689) | | ||||||
| Loans held for sale | | 10,874 | | 1,204 | | 12,078 | | 4,585 | | 73 | | 4,658 | | ||||||
| Investment securities: | | | | | | | | | | | | | | | | | | | |
| Taxable | | 30,082 | | 74,567 | | 104,649 | | (13,445) | | 6,008 | | (7,437) | | ||||||
| Tax exempt (3) | | 1,762 | | 1,883 | | 3,645 | | 8 | | (535) | | (527) | | ||||||
| Federal funds sold and securities purchased under agreements to resell and time deposits | | 65,067 | | (10,963) | | 54,104 | | (907) | | (3,606) | | (4,513) | | ||||||
| Total interest income | | 974,899 | | 263,237 | | 1,238,136 | | 70,532 | | 126,424 | | 196,956 | | ||||||
| Interest expense on: | | | | | | | | | | | | | | | | | | | |
| Deposits | | | | | | | | | | | | | | | | | | | |
| Transaction and money market accounts | | 235,407 | | (8,087) | | 227,320 | | 37,039 | | 144,134 | | 181,173 | | ||||||
| Savings deposits | | 1,143 | | (702) | | 441 | | (1,187) | | 955 | | (232) | | ||||||
| Certificates and other time deposits | | 116,384 | | (20,961) | | 95,423 | | 10,877 | | 39,750 | | 50,627 | | ||||||
| Federal funds purchased | | 2,945 | | (3,232) | | (287) | | 2,812 | | 377 | | 3,189 | | ||||||
| Securities sold under agreements to repurchase | | | 474 | | | (214) | | | 260 | | | (652) | | | 2,142 | | | 1,490 | |
| Other borrowings | | 15,127 | | 11,999 | | 27,126 | | (3,631) | | 1,494 | | (2,137) | | ||||||
| Total interest expense | | 371,480 | | (21,197) | | 350,283 | | 45,258 | | 188,852 | | 234,110 | | ||||||
| Net interest income | | $ | 603,419 | | $ | 284,434 | | $ | 887,853 | | $ | 25,274 | | $ | (62,428) | | $ | (37,154) | |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (1) | The rate/volume variance for each category has been allocated on the same basis between rate and volumes. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (2) | Nonaccrual loans are included in the above analysis. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (3) | Tax exempt income is not presented on a taxable-equivalent basis in the above analysis. |
Noninterest Income and Expense
Noninterest income provides us with additional revenues that are significant sources of income. In 2025, 2024, and 2023, noninterest income comprised 14.1%, 17.6%, and 16.5%, respectively, of total net interest income and noninterest income.
Table 3—Noninterest Income for the Three Years
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, | ||||||||
| (Dollars in thousands) | | 2025 | | 2024 | | 2023 | ||||
| Service charges on deposit accounts | | $ | 102,773 | | $ | 91,333 | | $ | 88,271 | |
| Debit, prepaid, ATM and merchant card related income | | 55,551 | | 44,761 | | 40,744 | | |||
| Mortgage banking income | | 24,293 | | 20,047 | | 13,355 | | |||
| Trust and investment services income | | 58,192 | | 45,474 | | 39,447 | | |||
| Correspondent banking and capital markets income | | | 71,987 | | | 32,619 | | | 49,101 | |
| Securities (losses) gain, net | | (228,811) | | (50) | | 43 | | |||
| Gain on sale-leaseback, net of transaction costs | | | 229,279 | | | — | | | — | |
| SBA income | | 9,196 | | 16,226 | | 13,929 | | |||
| Bank owned life insurance income | | | 39,582 | | | 30,484 | | | 26,690 | |
| Other | | 15,702 | | 21,368 | | 15,326 | | |||
| Total noninterest income | | $ | 377,744 | | $ | 302,262 | | $ | 286,906 | |
2025 compared to 2024
Our noninterest income increased by $75.5 million, or 25.0%, for the year ended December 31, 2025 compared to 2024. This change in total noninterest income resulted from the following:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Service charges on deposit accounts were higher in 2025 by $11.4 million, or 12.5%, compared to 2024. The increase was mainly attributable to deposit accounts assumed from Independent. Account maintenance fees increased by $8.7 million and retail service charges increased by approximately $2.3 million in 2025 compared to 2024. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Debit, prepaid, ATM and merchant card related income increased by $10.8 million, or 24.1%, in 2025 compared to 2024. The increase in debit, ATM, prepaid and merchant card related income was mainly attributable to higher bank card and ATM related fee income $7.7 million and higher card and ATM system expense of $3.1 million. |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Mortgage banking income increased by $4.2 million, or 21.2%, which comprised of a $2.7 million, or 18.5%, increase in secondary market mortgage income and a $1.5 million, or 28.7%, increase in mortgage servicing related income. Mortgage production increased from $1.9 billion in 2024 to $2.5 billion in 2025 with relatively lower mortgage rates in 2025 compared to the same period in 2024. During 2025, we sold 37% of our mortgage production to the secondary market versus 58% in 2024. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Mortgage income from the secondary market increased by $2.7 million between the comparable periods resulting from a $5.5 million increase in gain on sale of mortgage loans, which is net of the commission expense related to mortgage production, offset primarily by decreases in the fair value of MBS forward trades of $1.9 million. Mortgage commission expense was $7.6 million during 2025 compared to $11.3 million during 2024. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | The mortgage servicing related income, net of the hedge, increased by $1.5 million in 2025. The increase was mainly due to a $1.4 million increase in the change in fair value of the MSR, including decay. The increase in fair value of the MSR between the comparable periods was primarily due to an increase from gains/losses on the MSR hedge of $10.2 million, offset by a decrease in the change in fair value from interest rates of $9.0 million. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Trust and investment services income increased by $12.7 million, or 28.0%, in 2025 compared to 2024, as assets under management have increased by $66.1 million, or 0.6%, in that same time frame. The trust and investment services income increased during 2025, primarily due to higher asset values and the addition of new clients through wealth management services provided by Private Capital Management LLC (“PCM”), which became the Bank’s wholly owned subsidiary through the Company’s acquisition of Independent during 2025. Effective December 31, 2025, PCM and SouthState Advisory, Inc., both wholly-owned registered investment advisors of the Bank, merged and now operate under the name SouthState PCM. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Correspondent banking and capital markets income increased by $39.4 million, or 120.7%, from 2024. The increase was primarily related to an increase of $15.8 million in income generated from the sale of customer swap ARC hedges during 2025 compared to 2024, resulting from the comparatively lower interest rates in 2025. The increase was also due to lower expense attributable to the variation margin payments for centrally cleared swaps where we recorded an expense of $20.0 million related to variation margin payments in 2025 compared to $36.5 million in 2024. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | During the first quarter of 2025, the Company recorded net losses of $228.8 million on the sales of investment securities, excluding the sales of investment securities acquired from Independent. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The Company recorded a gain on the sale of bank properties of $229.3 million, net of transaction costs, from a sale-leaseback transaction completed in February 2025. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | SBA income decreased by $7.0 million, or 43.3%, compared to 2024. SBA income includes changes in the fair value of the servicing asset, loan servicing fees and gains on sale of SBA loans. The decrease was primarily attributable to lower gains on the sale of SBA loans of $6.3 million. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Bank owned life insurance income increased by $9.1 million, or 29.8%, in 2025 compared to 2024. This increase was primarily due to the acquisition of bank owned life insurance assets from Independent. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Other income decreased by $5.7 million, or 26.5%, in 2025 compared to 2024. In 2025, the Company recognized approximately $6.9 million in gains from the sale of a bank property held for sale. The Company also recorded $5.6 million in impairment expense related to a Right-of-Use (“ROU”) asset. During 2024, the Company recognized approximately $5.2 million of benefit from federal tax refunds received for net operating loss carrybacks. |
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Table 4—Noninterest Expense for the Three Years
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, | ||||||||
| (Dollars in thousands) | | 2025 | | 2024 | | 2023 | ||||
| Salaries and employee benefits | | $ | 797,835 | | $ | 606,869 | | $ | 583,398 | |
| Occupancy expense | | 160,441 | | 90,103 | | 88,695 | | |||
| Information services expense | | 120,948 | | 92,193 | | 84,472 | | |||
| OREO and loan related expense | | 10,373 | | 4,687 | | 1,716 | | |||
| Amortization of intangibles | | 94,722 | | 22,395 | | 27,558 | | |||
| Business development and staff related expense | | 36,085 | | 23,782 | | 25,055 | | |||
| Supplies, printing and postage expense | | 13,969 | | 10,558 | | 10,578 | | |||
| Professional fees | | 21,771 | | 16,404 | | 18,547 | | |||
| FDIC assessment and other regulatory charges | | 40,985 | | 31,152 | | 33,070 | | |||
| FDIC special assessment | | | (3,835) | | | 3,852 | | | 25,691 | |
| Advertising and marketing | | 12,990 | | 9,143 | | 9,474 | | |||
| Merger, branch consolidation, severance-related, and other expense | | 117,768 | | 20,133 | | 13,162 | | |||
| Other | | 97,032 | | 70,222 | | 73,164 | | |||
| Total noninterest expense | | $ | 1,521,084 | | $ | 1,001,493 | | $ | 994,580 | |
2025 compared to 2024
Noninterest expense represents the largest expense category for the Company. Noninterest expense increased $519.6 million, or 51.9%, for the year ended December 31, 2025 compared to 2024. The change in total noninterest expense resulted from the following:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Salaries and employee benefits increased by $191.0 million, or 31.5%, in 2025 compared to 2024. The increase was primarily associated with the addition of Independent employees during the first quarter of 2025. Salaries increased by $110.3 million resulting from both merit increases and an increase in the number of employees, along with higher commission and incentive expense of $46.4 million and higher employee benefits from higher FICA tax paid and medical insurance expense of $34.2 million during 2025. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Occupancy expense increased by $70.3 million, or 78.1%, in 2025 compared to 2024. The increase was primarily due to increases in lease expense and branch maintenance and repair expenses of $54.1 million and $17.8 million, respectively. The increase in the lease expense was primarily due to the sale-leaseback transaction completed in February 2025. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Information services expense increased by $28.8 million, or 31.2%, in 2025 compared to 2024. The increase was due to additional costs associated with the Company updating systems and expenses associated with transferring, managing, and processing data as it grows in size and complexity. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | OREO expense and loan related expense increased by $5.7 million, or 121.3%, in 2025 compared to 2024, primarily due to a $6.1 million increase in loan related expenses, including legal, tax and other costs. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Amortization of intangibles increased by $72.3 million, or 323.0%, which is related to the Independent acquisition. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Business development and staff related expense increased $12.3 million, or 51.7%, in 2025 compared to 2024, due mainly to the increase in employees resulting from the Independent acquisition and additional employee travel, training, and entertainment-related costs. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Professional fees increased by $5.4 million, or 32.7%, in 2025 compared to 2024. This increase was primarily due to an increase in legal fees of $3.4 million and an increase in consulting related fees totaling $1.7 million. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | FDIC assessment and other regulatory charges, excluding the FDIC special assessment, increased by $9.8 million, or 31.6% in 2025 compared to 2024. The increase reflects changes in the Company’s size, primarily due to the acquisition of Independent, and complexity along with the effects from the increase in the Company’s classified assets. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The FDIC’s special assessment decreased by $7.7 million as the FDIC announced a projected reduction in the special assessment rate in late 2025. The FDIC announced an interim final rule to reduce the special assessment rate, which resulted in a reduction of our assessment accrual by approximately $3.8 million. The Company accrued a total of $3.9 million during 2024. |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Merger, branch consolidation, severance-related, and other expense increased by $97.6 million, or 485.0%, in 2025 compared to 2024. Of the $117.8 million of expense recognized in 2025, approximately $119.8 million pertains to the Independent acquisition. The expense was partially offset by an insurance reimbursement of approximately $3.6 million received in 2025. The reimbursement pertains to costs previously incurred in connection with the cybersecurity incident in February 2024. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Other noninterest expense increased by $26.8 million, or 38.2%, in 2025 compared to 2024. This increase was primarily driven by increases in earnings credit expense to Homeowners Association (“HOA”) customers of $7.1 million. The Bank provides credit to HOA customers based on the average deposit balances held that reduces fees for other services provided. Additional increases included a $6.6 million increase in other miscellaneous operational expense and an approximately $2.6 million increase in donations. The remaining increases was attributed to a number of smaller expense increase across various categories, reflecting higher operating costs associated with the full-year impact of the Company’s acquisition of Independent. |
Income Tax Expense
Our effective tax rate decreased to 23.22% at December 31, 2025, compared to 23.63% for the year-ended December 31, 2024. The decrease was primarily due to a decrease in state tax expense due to state tax planning and lowering of related state apportionment in specific jurisdictions as well as the increase in tax-exempt income and an increase in the cash surrender value of BOLI policies held by the Bank. This benefit was partially offset by the increase in pretax book income and higher non-deductible executive compensation and disallowed FDIC premiums during the current period, when compared to 2024. For additional information refer to Note 11—Income Taxes in the consolidated financial statements.
Segment Reporting
As discussed in Note 29—Segment Reporting, the Company’s operations are managed and financial performance is evaluated on an organization-wide basis, and the Company’s banking and finance operations are considered by management to constitute one reportable operating segment, the General Banking Unit.
The Company’s Chief Operating Decision Maker (“CODM”), the Executive Committee, consists of the Company’s senior executive management team, including the Chief Executive Officer, Chief Strategy Officer, President, Chief Financial Officer, Chief Operating Officer, Chief Risk Officer, Chief Credit Officer and other executives. The CODM generally meets monthly to assess performance of the General Banking Unit using a variety of figures, metrics and key performance indicators. In addition to net income and non-Tax Equivalent (“TE”) Net Interest Margin (“NIM”), the CODM considers Pre-Provision Net Revenue (“PPNR”) and TE NIM to make business decisions. The CODM monitors these profitability measures at each meeting, and is regularly featured in various investor presentations, earnings releases, and other internal management reports. These performance and profitability measures influence business decisions and allocation of resources within the General Banking Unit.
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The table below provides PPNR and TE NIM information of the General Banking Unit.
Table 5— Pre-Provision Net Revenue and Tax Equivalent Net Interest Margin
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, | | |||||||
| (Dollars in thousands) | | 2025 | | 2024 | | 2023 | | |||
| Revenue, Adjusted (Non-GAAP) | | | | | | | | | | |
| Net interest income (GAAP) (a) | | $ | 2,303,307 | | $ | 1,415,454 | | $ | 1,452,608 | |
| Plus: | | | | | | | | |||
| Noninterest income | | | 377,744 | | | 302,262 | | | 286,906 | |
| Revenue (GAAP) | | $ | 2,681,051 | | $ | 1,717,716 | | $ | 1,739,514 | |
| Less: | | | | | | | | | | |
| Securities (losses) gain, net | | | (228,811) | | | (50) | | | 43 | |
| Gain on sale-leaseback, net of transaction costs | | | 229,279 | | | — | | | — | |
| Revenue, adjusted (Non-GAAP) | | $ | 2,680,583 | | $ | 1,717,766 | | $ | 1,739,471 | |
| | | | | | | | | | | |
| PPNR, Adjusted (Non-GAAP) | | | | | | | | | | |
| Revenue, adjusted (Non-GAAP) | | $ | 2,680,583 | | $ | 1,717,766 | | $ | 1,739,471 | |
| Less: | | | | | | | | | | |
| Noninterest expense | | | 1,521,084 | | | 1,001,493 | | | 994,580 | |
| PPNR (Non-GAAP) | | $ | 1,159,499 | | $ | 716,273 | | $ | 744,891 | |
| Plus: | | | | | | | | | | |
| Merger, branch consolidation, severance-related, and other expense | | | 117,768 | | | 20,133 | | | 13,162 | |
| FDIC special assessment | | | (3,835) | | | 3,852 | | | 25,691 | |
| PPNR, adjusted (Non-GAAP) | | $ | 1,273,432 | | $ | 740,258 | | $ | 783,744 | |
| | | | | | | | | | | |
| Net Interest Margin, Tax Equivalent ("TE") (non-GAAP) | | | | | | | | | | |
| Average interest earning assets (b) | | $ | 58,458,930 | | $ | 41,299,577 | | $ | 40,098,398 | |
| | | | | | | | | | | |
| Net interest margin, non-TE ((a)/(b)) (GAAP) | | | 3.94% | | | 3.43% | | | 3.62% | |
| TE adjustment (c) | | | 2,974 | | | 2,192 | | | 3,023 | |
| Net interest margin, TE (((a)+(c))/(b)) (non-GAAP) | | | 3.95% | | | 3.43% | | | 3.63% | |
Financial Condition
Overview
At December 31, 2025, we had total assets of approximately $67.2 billion, consisting principally of $48.6 billion in total loans, before taking into account the allowance for credit losses of $585.2 million, $8.7 billion in investment securities, $3.2 billion in cash and cash equivalents and $3.1 billion in goodwill. Our liabilities at December 31, 2025 totaled $58.1 billion, consisting principally of deposits of $55.1 billion ($13.4 billion in noninterest-bearing and $41.8 billion in interest-bearing), $554.7 million derivative liabilities and $1.3 billion of short-term and long-term borrowings. At December 31, 2025, our shareholders’ equity was $9.1 billion.
At December 31, 2024, we had total assets of approximately $46.4 billion, consisting principally of $33.9 billion in total loans, before taking into account the allowance for credit losses of $465.3 million, $6.8 billion in investment securities, $1.4 billion in cash and cash equivalents and $1.9 billion in goodwill. Our liabilities at December 31, 2024 totaled $40.5 billion, consisting principally of deposits of $38.1 billion ($10.2 billion in noninterest-bearing and $27.9 in interest-bearing) and short-term and long-term borrowings of $906.4 million. At December 31, 2024, our shareholders’ equity was $5.9 billion.
Book value per common share was $91.38 at the end of 2025, an increase from $77.18 at the end of 2024. Book value per common share increased in 2025 as shareholder equity increased by $3.2 billion, or 53.8%, while common shares outstanding increased by 29.9%. The primary reason for an increase in shareholders’ equity was primarily due to the acquisition of Independent. The Company issued $2.5 billion in stock related to the acquisition of Independent.
Our common equity to assets ratio increased to 13.5% in 2025, compared to 12.7% in 2024. The improvement during 2025 was due to an increase in shareholders’ equity of 53.8%, resulting from the items noted above, while total assets increased 44.9%.
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Trading Securities
We have a trading portfolio associated with our Correspondent Bank Division and its subsidiary SouthState Securities. This portfolio is carried at fair value and realized and unrealized gains and losses are included in trading securities revenue, a component of Correspondent Banking and Capital Markets Income in our Consolidated Statements of Income. Securities purchased for this portfolio have primarily been municipal bonds, treasuries, mortgage-backed agency securities, and SBA securities, which are held for short periods of time and totaled $110.2 million and $102.9 million at December 31, 2025 and 2024, respectively.
Investment Securities
We use investment securities, our second largest category of earning assets, to generate interest income, provide liquidity, fund loan demand or deposit liquidation, and pledge as collateral for public funds deposits, repurchase agreements, derivative exposures and to augment borrowing capacity at the Federal Reserve Bank of Atlanta, and the Federal Home Loan Bank of Atlanta. At December 31, 2025 and 2024, investment securities totaled $8.7 billion and $6.8 billion, respectively. For the year ended December 31, 2025, average investment securities were $8.4 billion, or 14.3% of average earning assets, compared with $7.1 billion, or 17.6% of average earning assets for the year ended December 31, 2024. The expected average life of the investment portfolio at December 31, 2025 was approximately 5.83 years, compared with 7.73 years at December 31, 2024. See Note 1—Summary of Significant Accounting Policies in the audited consolidated financial statements for our accounting policy on investment securities.
As securities are purchased, they are designated as held to maturity or available for sale based upon our intent, which considers liquidity needs, interest rate expectations, asset/liability management strategies, and capital requirements.
The following table presents the reported values of investment securities for the past two years:
Table 6—Values of Investment Securities
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | | December 31, | |||||
| (Dollars in thousands) | | 2025 | | 2024 | |||
| Held to Maturity (amortized cost): | | | | | | | |
| U.S. Government agencies | | $ | 132,913 | | $ | 147,272 | |
| Residential mortgage-backed securities issued by U.S. government | | | | | | | |
| agencies or sponsored enterprises | | | 1,153,024 | | | 1,297,543 | |
| Residential collateralized mortgage-obligations issued by U.S. government | | | | | | | |
| agencies or sponsored enterprises | | | 379,107 | | | 411,721 | |
| Commercial mortgage-backed securities issued by U.S. government | | | | | | | |
| agencies or sponsored enterprises | | | 336,910 | | | 348,338 | |
| Small Business Administration loan-backed securities | | | 46,076 | | | 49,796 | |
| Total held to maturity | | $ | 2,048,030 | | $ | 2,254,670 | |
| Available for Sale (fair value): | | | | | | | |
| U.S. Treasuries | | | — | | | 10,656 | |
| U.S. Government agencies | | | — | | | 150,418 | |
| Residential mortgage-backed securities issued by U.S. government | | | | | | | |
| agencies or sponsored enterprises | | | 1,698,108 | | | 1,377,525 | |
| Residential collateralized mortgage-obligations issued by U.S. government | | | | | | | |
| agencies or sponsored enterprises | | | 2,185,584 | | | 459,095 | |
| Commercial mortgage-backed securities issued by U.S. government | | | | | | ||
| agencies or sponsored enterprises | | 832,449 | | 1,040,555 | | ||
| State and municipal obligations | | 1,007,412 | | 945,723 | | ||
| Small Business Administration loan-backed securities | | 568,433 | | 310,112 | | ||
| Corporate securities | | 21,770 | | 26,509 | | ||
| Total available for sale | | 6,313,756 | | 4,320,593 | | ||
| Total other investments | | 353,428 | | 223,613 | | ||
| Total investment securities | | $ | 8,715,214 | | $ | 6,798,876 | |
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During 2025, our total investment securities increased $1.9 billion, or 28.2%, from December 31, 2024. The Company acquired $1.6 billion in investment securities through the acquisition of Independent. A majority of these securities were subsequently sold with the proceeds reinvested into securities that fit the Company’s investment strategy. The Company also executed a securities repositioning and sold investment securities with a book value of approximately $1.8 billion at a loss of $228.8 million and used the proceeds to purchase new securities. This securities repositioning improved the yield and risk weightings and shortened the duration of the investment portfolio.
The Company purchased $7.1 billion of investment securities during the year ended December 31, 2025, funded by maturities, calls, and paydowns, along with reinvestment of proceeds from the sales of securities acquired from Independent, and proceeds from the sale of securities involved in the repositioning strategy. The increases in investment securities from the acquisition and purchases were partially offset as a result of maturities, calls, and paydowns of investment securities totaling $7.0 billion and a reduction from the net amortization of premiums of $11.0 million during the year ended December 31, 2025. All of the $7.1 billion in purchases of investment securities during the year ended December 31, 2025, were classified as available for sale securities or other investment securities. There were no purchases of held to maturity securities during the year ended December 31, 2025.
At December 31, 2025, the unrealized net loss of the available for sale investment securities portfolio was $382.8 million, or 5.7%, below its amortized cost basis. Comparable valuations at December 31, 2024 reflected an unrealized net loss of the available for sale investment portfolio of $808.6 million, or 15.8%, below its amortized cost basis. The decrease in the unrealized net loss of the available for sale portfolio at December 31, 2025 compared to December 31, 2024 was due to the securities restructuring executed during the first quarter of 2025 and the impact of lower interest rates on the value of the securities portfolio. At December 31, 2025, the unrealized net loss of the held to maturity investment securities portfolio was $315.2 million, or 15.4%, below its amortized cost basis. At December 31, 2024, the unrealized net loss of the held to maturity investment securities portfolio was $420.1 million, or 18.6%, below its amortized cost basis.
Table 7—Credit Ratings of Investment Securities
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | | ||
| | | Amortized | | Fair | | Unrealized | | | | | | | ||||
| (Dollars in thousands) | | Cost | | Value | | Net Loss | | AAA – A | | Not Rated | ||||||
| December 31, 2025 | | | | | | | | | | | | | | | | |
| U.S. Government agencies | | $ | 132,913 | | $ | 117,146 | | $ | (15,767) | | $ | 132,913 | | $ | — | |
| Residential mortgage-backed securities issued by U.S. government | | | | | | | | | | | | | | | | |
| agencies or sponsored enterprises * | | | 2,979,331 | | | 2,674,031 | | | (305,300) | | | 90 | | | 2,979,241 | |
| Residential collateralized mortgage-obligations issued by U.S. government | | | | | | | | | | | | | | | | |
| agencies or sponsored enterprises * | | | 2,587,817 | | | 2,509,459 | | | (78,358) | | | — | | | 2,587,817 | |
| Commercial mortgage-backed securities issued by U.S. government | | | | | | | | | | | | | | | | |
| agencies or sponsored enterprises * | | 1,240,119 | | | 1,111,027 | | | (129,092) | | | 53,442 | | 1,186,677 | | ||
| State and municipal obligations | | 1,141,377 | | | 1,007,412 | | | (133,965) | | | 1,135,216 | | 6,161 | | ||
| Small Business Administration loan-backed securities | | 640,049 | | | 605,761 | | | (34,288) | | | 640,049 | | — | | ||
| Corporate securities | | | 23,000 | | | 21,770 | | | (1,230) | | | — | | | 23,000 | |
| | | $ | 8,744,606 | | $ | 8,046,606 | | $ | (698,000) | | $ | 1,961,710 | | $ | 6,782,896 | |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| * | Agency mortgage-backed securities (“MBS”), agency collateralized mortgage-obligations (“CMO”) and agency commercial mortgage-backed securities (“CMBS”) are guaranteed by the issuing government-sponsored enterprise (“GSE”) as to the timely payments of principal and interest. Except for Government National Mortgage Association securities, which have the full faith and credit backing of the United States Government, the GSE alone is responsible for making payments on this guaranty. While the rating agencies have not rated any of the MBS, CMO and CMBS issued, senior debt securities issued by GSEs are rated consistently as “Triple-A.” Most market participants consider agency MBS, CMOs and CMBSs as carrying an implied Aaa rating (S&P rating of AA+) because of the guarantees of timely payments and selection criteria of mortgages backing the securities. We do not own any private label mortgage-backed securities. The balances presented under the ratings above reflect the amortized cost of the investment securities. |
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Held to maturity
As described above, the Company elected to classify some of its securities as held to maturity at the time of purchase. The securities designated as held to maturity are securities the Company does not intend to sell and expects to hold through maturity. The securities consist of $132.9 million of agency securities, $1.9 billion of residential and commercial mortgage-backed securities issued by U.S government agencies or sponsored enterprises and $46.1 million of Small Business Administration loan-backed securities. The following are highlights of our held to maturity portfolio:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Total amortized cost of held to maturity portfolio totaled $2.0 billion. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The balance of securities held to maturity represented 3.0% of total assets at December 31, 2025. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | No purchases or sales of held to maturity investment securities in 2025; maturities, calls and paydowns totaled $202.5 million in 2025. |
Available for sale
Securities available for sale consist of debentures of government sponsored entities, state and municipal bonds, residential and commercial mortgage-backed securities issued by U.S government agencies or sponsored enterprises, Small Business Administration loan-backed securities and corporate securities. At December 31, 2025, investment securities with a fair value and amortized cost of $6.3 billion and $6.7 billion, respectively, were classified as available for sale. The adjustment for net unrealized losses of $382.8 million between the carrying value of these securities and their amortized cost has been reflected, net of tax, in the Consolidated Balance Sheet as a component of Accumulated Other Comprehensive Loss. The following are highlights of our available for sale securities:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Total securities available for sale increased $2.0 billion, or 46.1%, from the balance at December 31, 2024. The net unrealized loss position on the investment portfolio decreased $425.8 million and net amortization of premiums was $6.9 million during 2025. We purchased $7.0 billion of available for sale investment securities in 2025, partially offset by maturities, calls and paydowns totaling $3.8 billion and sales totaling $2.6 billion in 2025. These purchases included $1.6 billion in acquired balances from Independent. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The balance of securities available for sale represented 9.4% of total assets at December 31, 2025 and 9.3% of total assets at December 31, 2024. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest income earned on all investment securities in 2025 was $286.7 million, an increase of $108.3 million, or 60.7%, from $178.4 million in 2024. The increase was due to an increase in total average securities balances of $1.3 billion in 2025 and an increase in the yield on investment securities. Both were primarily a result of the securities acquired and reinvested in the Independent acquisition and the securities portfolio restructuring executed during 2025. |
At December 31, 2025, we had 1,073 investment securities (including both available for sale and held to maturity) in an unrealized loss position, which totaled $737.2 million, compared to 1,214 investment securities in an unrealized loss position, which totaled $1.3 billion at December 31, 2024. See Note 1—Summary of Significant Accounting Policies and Note 3—Investment Securities in the consolidated financial statements for additional information.
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Management evaluates securities for impairment where there has been a decline in fair value below the amortized cost basis of a security to determine whether there is a credit loss associated with the decline in fair value on at least a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. For securities designated as available for sale, credit losses are calculated individually, rather than collectively, using a discounted cash flow method, whereby management compares the present value of expected cash flows with the amortized cost basis of the security. The credit loss component would be recognized through the provision for credit losses. Consideration is given to (1) the financial condition and near-term prospects of the issuer including looking at default and delinquency rates, (2) the outlook for receiving the contractual cash flows of the investments, (3) the extent to which the fair value has been less than cost, (4) our intent to hold the security as well as there being no requirement to sell the security, (5) the anticipated outlook for changes in the general level of interest rates, (6) credit ratings, (7) third-party guarantees, and (8) collateral values. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, the results of reviews of the issuer’s financial condition, and the issuer’s anticipated ability to pay the contractual cash flows of the investments. The Company performed an analysis that determined that the following securities have a zero expected credit loss: U.S. Treasury Securities, Agency-Backed Securities including securities issued by Ginnie Mae, Fannie Mae, FHLB, FFCB and SBA. All of the U.S. Treasury and Agency-Backed Securities have the full faith and credit backing of the United States Government or the credit backing of one of its agencies. Municipal securities and all other securities that do not have a zero expected credit loss are evaluated quarterly to determine whether there is a credit loss associated with a decline in fair value. All debt securities in an unrealized loss position as of December 31, 2025 continue to perform as scheduled and we do not believe there is a credit loss or a provision for credit losses is necessary. Also, as part of our evaluation of our intent and ability to hold investments, we consider our investment strategy, cash flow needs, liquidity position, capital adequacy and interest rate risk position. We do not currently intend to sell the securities within the portfolio, and it is not more-likely-than-not that we will be required to sell the debt securities.
Also, as part of our evaluation of our intent and ability to hold investments for a period of time sufficient to allow for any anticipated recovery in the market, we consider our investment strategy, cash flow needs, liquidity position, capital adequacy and interest rate risk position. We do not currently intend to sell the securities within the portfolio, and it is not more-likely-than-not that we will be required to sell the debt securities. Changes in the above considerations may affect our intent in the future. See Note 1—Summary of Significant Account Policies for further discussion.
Other Investments
Other investment securities include primarily our investments in FHLB and FRB stock with no readily determinable market value. Accordingly, when evaluating these securities for impairment, management considers the ultimate recoverability of the par value rather than recognizing temporary declines in value. As of December 31, 2025, other investment securities represented approximately $353.4 million, or 0.53% of total assets and primarily consisted of FRB and FHLB stock, which totaled $234.4 million and $18.1 million, respectively. There were no gains or losses on the sales of these securities during 2025 or 2024.
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Table 8—Maturity Distribution and Yields of Investment Securities
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Due In | | Due After | | Due After | | Due After | | | | | | |||||||||||||
| | | 1 Year or Less | | 1 Thru 5 Years | | 5 Thru 10 Years | | 10 Years | | Total | ||||||||||||||||
| (Dollars in thousands) | | Amount | | Yield | | Amount | | Yield | | Amount | | Yield | | Amount | | Yield | | Amount | | Yield | ||||||
| Held to Maturity (amortized cost) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| U.S. Government agencies | | $ | — | | — | % | $ | 32,928 | | 1.89 | % | $ | 99,985 | | 1.68 | % | $ | — | | — | % | $ | 132,913 | | 1.73 | % |
| Residential mortgage-backed securities issued by U.S. government | | | | | | | | | | | | | | | | | | | | | | | | | | |
| agencies or sponsored enterprises | | | — | | — | | | — | | — | | | 192,095 | | 1.50 | | | 960,929 | | 1.88 | | | 1,153,024 | | 1.82 | |
| Residential collateralized mortgage-obligations issued by U.S. government | | | | | | | | | | | | | | | | | | | | | | | | | | |
| agencies or sponsored enterprises | | | — | | — | | | — | | — | | | — | | — | | | 379,107 | | 2.54 | | | 379,107 | | 2.54 | |
| Commercial mortgage-backed securities issued by U.S. government | | | | | | | | | | | | | | | | | | | | | | | | | | |
| agencies or sponsored enterprises | | | — | | — | | | 90,085 | | 1.06 | | | 122,869 | | 0.97 | | | 123,956 | | 1.64 | | | 336,910 | | 1.24 | |
| Small Business Administration loan-backed securities | | | — | | — | | | — | | — | | | — | | — | | | 46,076 | | 1.23 | | | 46,076 | 1.23 | | |
| Total held to maturity | | $ | — | — | % | $ | 123,013 | 1.28 | % | $ | 414,949 | 1.39 | % | $ | 1,510,068 | 2.01 | % | $ | 2,048,030 | 1.84 | % | |||||
| Available for Sale (fair value) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Residential mortgage-backed securities issued by U.S. government | | | | | | | | | | | | | | | | | | | | | | | | | | |
| agencies or sponsored enterprises | | $ | 120 | | 2.31 | % | $ | 6,823 | | 2.18 | % | $ | 104,950 | | 3.05 | % | $ | 1,586,215 | | 3.48 | % | $ | 1,698,108 | | 3.46 | % |
| Residential collateralized mortgage-obligations issued by U.S. government | | | | | | | | | | | | | | | | | | | | | | | | | | |
| agencies or sponsored enterprises | | | 370 | | 2.52 | | | 1,358 | | 2.18 | | | 4,919 | | 2.30 | | | 2,178,937 | | 4.67 | | | 2,185,584 | | 4.67 | |
| Commercial mortgage-backed securities issued by U.S. government | | | | | | | | | | | | | | | | | | | | | | | | | | |
| agencies or sponsored enterprises | | | 3,332 | | 3.19 | | | 316,944 | | 4.08 | | | 331,901 | | 3.15 | | | 180,272 | | 1.83 | | | 832,449 | | 3.14 | |
| State and municipal obligations | | 8,698 | | 3.41 | | 32,976 | | 3.20 | | 209,650 | | 2.68 | | 756,088 | | 3.13 | | 1,007,412 | 3.04 | | ||||||
| Small Business Administration loan-backed securities | | 10,808 | | 2.28 | | 11,331 | | 4.47 | | 195,529 | | 4.48 | | 350,765 | | 3.42 | | 568,433 | 3.79 | | ||||||
| Corporate securities | | — | | — | | 9,976 | | 6.90 | | 11,794 | | 4.29 | | — | | — | | 21,770 | 5.43 | | ||||||
| Total available for sale | | $ | 23,328 | | 2.84 | % | $ | 379,408 | | 4.05 | % | $ | 858,743 | | 3.34 | % | $ | 5,052,277 | | 3.88 | % | $ | 6,313,756 | | 3.81 | % |
| Total other investments | | $ | — | | — | % | $ | — | | — | % | $ | — | | — | % | $ | 353,428 | | 2.36 | % | $ | 353,428 | 2.36 | % | |
| Total investment securities | | $ | 23,328 | 2.84 | % | $ | 502,421 | 3.37 | % | $ | 1,273,692 | 2.70 | % | $ | 6,915,773 | 3.39 | % | $ | 8,715,214 | 3.28 | % | |||||
| Percent of total | | 1 | % | | | 5 | % | | | 13 | % | | | 81 | % | | | | | | | | ||||
| Cumulative percent of total | | 1 | % | | | 5 | % | | | 19 | % | | | 100 | % | | | | | | | |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (1) | The expected average life for U.S. Government agencies is 6.23 years. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (2) | The expected average life for residential mortgage-backed securities issued by U.S. government agencies or sponsored enterprises is 5.91 years; 6.79 years for held to maturity and 5.30 years for available for sale. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (3) | The expected average life for residential collateralized mortgage-obligations securities issued by U.S. government agencies or sponsored enterprises is 4.35 years; 7.26 years for held to maturity and 3.85 years for available for sale. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (4) | The expected average life for commercial mortgage-backed securities issued by U.S. government agencies or sponsored enterprises is 5.41 years; 5.63 years for held to maturity and 5.33 years for available for sale. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (5) | Weighted average yields on tax-exempt income have been presented on a taxable-equivalent basis, assuming a federal tax rate of 21.00% and a state tax rate of 3.04%, which is net of federal tax benefit in the above table. These yields were calculated using coupon interest and adjusting for discount accretion and premium amortization, where applicable. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (6) | The expected average life for state and municipal obligations is 10.87 years. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (7) | The expected average life for Small Business Administration loan-backed securities is 4.11 years; 4.89 years for held to maturity and 4.05 years for available for sale. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (8) | The expected average life for corporate securities is 3.53 years. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (9) | FRB, FHLB and other non-marketable equity securities have no set maturity date and are classified in “Due after 10 Years.” |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (10) | The expected average life for the total investment securities portfolio is 5.83 years (not including FRB, FHLB and corporate stock with no maturity date). |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (11) | The total values presented in the table above represent the total fair value of available for sale securities and amortized cost for held to maturity. |
Approximately 84.1% of the investment portfolio is comprised of U.S. Treasury securities, U.S. Government agency securities, and U.S. Government Agency Mortgage-backed securities. These securities may be pledged to the Federal Home Loan Bank of Atlanta or the Federal Reserve Bank of Atlanta Discount Window or Bank Term Funding Program. Approximately 11.6% of the investment portfolio is comprised of municipal securities. A portion of the municipal bond portfolio may be pledged to the Federal Home Loan Bank of Atlanta subject to their credit approval. Approximately 99% of the municipal bond portfolio has ratings in the Double A or Triple A category.
As of December 31, 2025, the portfolio had an effective duration of 4.60 years. We continue to monitor duration risk and seek to align actual duration with the target range.
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The following table presents a summary of our investment portfolio duration for the periods presented:
Table 9—Investment Portfolio Duration
| | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| | | December 31, 2025 | | December 31, 2024 | | ||||||
| (Dollars in thousands, duration in years) | | Amount | | Duration | | Amount | | Duration | | ||
| Held to Maturity (amortized cost) | | | | | | | | | | | |
| U.S. Government agencies | | $ | 132,913 | | 5.62 | | $ | 147,272 | | 5.85 | |
| Residential mortgage-backed securities issued by U.S. government | | | | | | | | | | | |
| agencies or sponsored enterprises | | | 1,153,024 | | 6.06 | | | 1,297,543 | | 5.94 | |
| Residential collateralized mortgage-obligations issued by U.S. government | | | | | | | | | | | |
| agencies or sponsored enterprises | | | 379,107 | | 6.63 | | | 411,721 | | 6.76 | |
| Commercial mortgage-backed securities issued by U.S. government | | | | | | | | | | | |
| agencies or sponsored enterprises | | | 336,910 | | 5.05 | | | 348,338 | | 6.12 | |
| Small Business Administration loan-backed securities | | | 46,076 | | 5.99 | | | 49,796 | | 9.12 | |
| Total held to maturity | | $ | 2,048,030 | | 5.97 | | $ | 2,254,670 | | 6.18 | |
| Available for Sale (fair value) | | | | | | | | | | | |
| U.S. Treasuries | | $ | — | | — | | $ | 10,656 | | 0.10 | |
| U.S. Government agencies | | | — | | — | | | 150,418 | | 3.95 | |
| Residential mortgage-backed securities issued by U.S. government | | | | | | | | | | | |
| agencies or sponsored enterprises | | | 1,698,108 | | 4.43 | | | 1,377,525 | | 5.73 | |
| Residential collateralized mortgage-obligations issued by U.S. government | | | | | | | | | | | |
| agencies or sponsored enterprises | | | 2,185,584 | | 2.54 | | | 459,095 | | 6.00 | |
| Commercial mortgage-backed securities issued by U.S. government | | | | | | | | | | | |
| agencies or sponsored enterprises | | | 832,449 | | 4.55 | | | 1,040,555 | | 5.35 | |
| State and municipal obligations | | 1,007,412 | 7.79 | | 945,723 | 10.08 | | ||||
| Small Business Administration loan-backed securities | | 568,433 | | 2.19 | | 310,112 | | 5.09 | | ||
| Corporate securities | | 21,770 | | 0.51 | | 26,509 | | 1.27 | | ||
| Total available for sale | | $ | 6,313,756 | | 4.22 | | $ | 4,320,593 | | 6.47 | |
Loans Held for Sale
The balance of loans held for sale increased $65.9 million from December 31, 2024, to $345.3 million on December 31, 2025. Loans held for sale at December 31, 2025 and 2024 consisted of mortgage and SBA loans held for sale. The increase in loans held for sale in 2025 was driven by an increase in SBA loans held for sale as this line of business became more established in 2025.
During the third quarter of 2024, the Company began purchasing the guaranteed portions of SBA loans from third-party originators with the intent to aggregate the guaranteed portion of the SBA loans into pools with similar characteristics to create a security representing an interest in those pools through the SBA’s fiscal transfer agent. SBA loans held for sale totaled $283.9 million at December 31, 2025, a $102.6 million increase from $181.3 million at December 31, 2024. See Note – 28 – SBA Loans Held for Sale for more information.
Mortgage loans held for sale totaled $61.4 million at December 31, 2025, a decrease from $98.1 million at December 31, 2024. Total mortgage production was $2.5 billion in 2025. This compares to $1.9 billion 2024. Mortgage production increased from 2024 as average mortgage rates have declined in 2025 along with the effects of adding new markets with the acquisition of Independent on January 1, 2025. The percentage of mortgage production sold into the secondary market decreased in 2025 to 37% from 58% in 2024. The allocation of mortgage production between portfolio and secondary market depends on the Company’s liquidity, market spreads and rate changes during each period and will fluctuate over time.
Interest income from loans held for sale increased $12.1 million, or 180.3%, during 2025 to $18.8 million from $6.7 million in 2024. This increase was due to an increase in the average balance of loans held for sale of $162.1 million, or 162.4%, from $99.9 million for the year ended December 31, 2024 to $262.0 million for the year ended December 31, 2025. Of this increase, $158.0 million was related to SBA loans held for sale and $4.2 million was related to mortgage loans held for sale. The yield on loans held for sale increased in 2025 compared to 2024. For year ended 2025 the yield on loans held for sale was 7.17% compared to 6.71% in 2024. This increase was driven by the higher average balance held of SBA loans held for sale in 2025 which have higher yields.
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See Note 1—Summary of Significant Accounting Policies, under Loans Held for Sale section for more information.
Loan Portfolio
Our loan portfolio remains our largest category of interest-earning assets. At December 31, 2025, total loans, excluding loans held for sale, were $48.6 billion, which was an overall increase of $14.7 billion, or 43.3%, from the balance at the end of 2024. Non-acquired loan growth was $5.0 billion, or 16.9% for 2025, driven by organic growth and renewals of acquired loans moved to our non-acquired loan portfolio. The loan growth was made up of a 28.9% increase in commercial and industrial loans, a 19.6% increase in commercial non-owner occupied real estate loans (including construction and land development loans), a 12.6% increase in owner-occupied real estate loans, an 11.8% increase in consumer real estate loans and a 8.1% increase in other income producing property loans. Total acquired loans increased by $9.7 billion, or 215.9% from the balance at the end of 2024. This increase in acquired loans was due to the addition of $13.1 billion from the acquisition of Independent, net of offsets from paydowns and payoffs in both the PCD and Non-PCD loan categories along with renewals of acquired loans that were moved to our non-acquired loan portfolio. The loan growth was made up of a 333.2% increase in commercial non-owner occupied real estate loans (including construction and land development loans), a 433.0% increase in other income producing property loans, a 222.2% increase in commercial and industrial loans, a 109.4% increase in owner-occupied real estate loans, and a 101.3% increase in consumer real estate loans.
Average total loans outstanding during 2025 were $47.4 billion, an increase of $14.3 billion, or 43.0%, over the 2024 average of $33.1 billion. (For further discussion of the Company’s acquired loan accounting, see Note 1—Summary of Significant Accounting Policies, Note 2—Mergers and Acquisitions, Note 4—Loans and Note 5—Allowance for Credit Losses in the consolidated financial statements.)
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The following table presents a summary of the loan portfolio by category (excludes loans held for sale):
Table 10—Distribution of Loans by Type
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | | December 31, | |||||
| (Dollars in thousands) | | 2025 | | 2024 | |||
| Acquired loans: | | | | | | | |
| Acquired - non-purchased credit deteriorated loans: | | | | | | | |
| Non‑owner-occupied real estate (1) | | $ | 5,346,868 | | $ | 1,355,452 | |
| Consumer real estate (2) | | 1,380,091 | | 619,208 | | ||
| Commercial owner-occupied real estate | | 1,982,641 | | 912,760 | | ||
| Commercial and industrial | | 1,789,588 | | 579,883 | | ||
| Other income producing property | | 672,593 | | 111,394 | | ||
| Consumer | | 60,528 | | 56,879 | | ||
| Other | | | 105 | | | 206 | |
| Total acquired - non-purchased credit deteriorated loans | | | 11,232,414 | | | 3,635,782 | |
| Acquired - purchased credit deteriorated loans (PCD): | | | | | | | |
| Non‑owner-occupied real estate (3) | | | 2,066,891 | | | 355,891 | |
| Consumer real estate (2) | | 205,702 | | 168,737 | | ||
| Commercial owner-occupied real estate | | 486,118 | | 266,288 | | ||
| Commercial and industrial | | 148,089 | | 21,451 | | ||
| Other income producing property | | 49,090 | | 24,013 | | ||
| Consumer | | 21,609 | | 25,775 | | ||
| Total acquired ‑ purchased credit deteriorated loans (PCD) | | | 2,977,499 | | | 862,155 | |
| Total acquired loans | | | 14,209,913 | | | 4,497,937 | |
| Non-acquired loans: | | | | | | | |
| Non‑owner-occupied real estate (4) | | | 11,786,361 | | | 9,856,716 | |
| Consumer real estate (2) | | 8,864,430 | | 7,927,024 | | ||
| Commercial owner-occupied real estate | | 5,108,232 | | 4,537,328 | | ||
| Commercial and industrial | | 7,243,731 | | 5,621,542 | | ||
| Other income producing property | | 510,470 | | 472,343 | | ||
| Consumer | | 873,129 | | 979,945 | | ||
| Other loans | | 2,261 | | 10,092 | | ||
| Total non‑acquired loans | | | 34,388,614 | | | 29,404,990 | |
| Total loans (net of unearned income) | | $ | 48,598,527 | | $ | 33,902,927 | |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (1) | Includes $580.7 million and $37.5 million of construction and land development loans at December 31, 2025 and 2024, respectively. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (2) | Includes loans on both 1-4 family owner-occupied property, as well as loans collateralized by 1-4 family owner-occupied property with a business intent. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (3) | Includes $106.8 million and $5.9 million of construction and land development loans at December 31, 2025 and 2024, respectively. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (4) | Includes $1.9 billion and $2.1 billion of construction and land development loans at December 31, 2025 and 2024, respectively. |
The following highlights of our loan portfolio as of December 31, 2025 compared to December 31, 2024:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Non-acquired loans were $34.4 billion, or 70.8% of total loans at December 31, 2025. This compares to non-acquired loans of $29.4 billion, or 86.7% at December 31, 2024. The increase in non-acquired loans of $5.0 billion was due to organic growth and renewals of acquired loans that were moved to the non-acquired loan portfolio. Acquired loans were $14.2 billion, or 29.2% of total loans at December 31, 2025. This compares to acquired loans of $4.5 billion, or 13.3%, at December 31, 2024. The $9.7 billion increase in acquired loans was due to the addition of $13.1 billion from the acquisition of Independent, net of offsets from paydowns and payoffs in both the PCD and Non-PCD loan categories along with renewals of acquired loans that were moved to our non-acquired loan portfolio. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Non-acquired loans secured by non-owner occupied and consumer real estate were $20.7 billion and comprised 42.5% of the total loan portfolio at December 31, 2025. This was an increase of $2.9 billion, or 16.1%, over December 31, 2024. At December 31, 2025, acquired loans secured by non-owner occupied and consumer real estate were $9.0 billion and comprised 18.5% of the total loan portfolio. This was an increase of $6.5 billion, or 260.1%, over December 31, 2024. Between both the non-acquired and acquired portfolios, 61.0% of loans were non-owner occupied and consumer real estate loans. |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ◾ | Of the non-acquired real estate loans at December 31, 2025, $11.8 billion, or 24.3% of the loan portfolio were secured by non-owner-occupied real estate. Loans secured by consumer real estate were $8.9 billion, or 18.2% of the total loan portfolio at December 31, 2025. This compared to loans secured by non-owner-occupied real estate of $9.9 billion, or 29.1%, and loans secured by consumer real estate of $7.9 billion, or 23.4% of the loan portfolio at December 31, 2024. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ◾ | Of the acquired real estate loans, $7.4 billion, or 15.3% of the loan portfolio were secured by non-owner-occupied real estate at December 31, 2025. Loans secured by consumer real estate were $1.6 million, or 3.3% of the loan portfolio. This compared to acquired loans secured by non-owner-occupied real estate of $1.7 billion, or 5.0%, and loans secured by consumer real estate of $787.9 million, or 2.3% of the loan portfolio at December 31, 2024. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Included within loans secured by non-owner-occupied real estate noted above are construction and land development loans. Total construction and land development loans were $2.5 billion at December 31, 2025 compared to $2.2 billion at December 31, 2024. Construction and land development loans are more susceptible to a risk of loss during a downturn in the business cycle. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ◾ | Non-acquired construction and land development loans declined $280.0 million to $1.9 billion in 2025 from $2.1 billion at December 31, 2024. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ◾ | Acquired construction and land development loans increased $644.1 million to $687.5 million in 2025 from $43.4 million at December 31, 2024 due to the Independent merger, net of principal payments, charge offs, foreclosures and renewals of acquired loans that were moved to our non-acquired loan portfolio. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Total consumer real estate loans were comprised of $8.6 billion in consumer owner occupied loans and $1.8 billion in home equity line loans at December 31, 2025. This compares to $7.1 billion in consumer owner-occupied loans and $1.6 billion in home equity line loans at December 31, 2024. During 2025, the consumer real estate loan portfolio increased by $1.7 billion from December 31, 2024 through organic growth, as well as the merger with Independent, net of principal payments, charge offs, foreclosures and renewals of acquired loans that were moved to our non-acquired loan portfolio. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ◾ | Non-acquired loans secured by consumer real estate were comprised of $7.3 billion in consumer owner occupied loans and $1.6 billion in home equity loans at December 31, 2025. At December 31, 2024, we had $6.6 billion in consumer owner occupied loans and $1.4 billion in home equity loans in the non-acquired loan portfolio. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ◾ | Acquired loans secured by consumer real estate are comprised of $1.4 billion in consumer owner occupied loans and $228.8 million in home equity loans at December 31, 2025. At December 31, 2024, we had $574.0 million in consumer owner occupied loans and $213.9 million in home equity loans in the acquired loan portfolio. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Non-acquired and acquired commercial owner-occupied real estate loans were $5.1 billion, or 10.5%, and $2.5 billion, or 5.1%, respectively, of the total loan portfolio at December 31, 2025 compared to $4.5 billion, or 13.4%, and $1.2 billion, or 3.5%, respectively, of the loan portfolio at December 31, 2024. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ◾ | Non-acquired commercial owner-occupied real estate loans increased $570.9 million through organic growth and renewals of acquired loans. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ◾ | Acquired commercial owner-occupied real estate loans increased $1.3 billion due to the Independent merger, net of principal payments, charge offs, foreclosures and renewals of acquired loans that were moved to our non-acquired loan portfolio from December 31, 2024 compared to December 31, 2025. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Non-acquired and acquired commercial and industrial loans were $7.2 billion, or 14.9%, and $1.9 billion, or 4.0%, respectively, of the total loan portfolio at December 31, 2025 compared to $5.6 billion, or 16.6%, and $601.3 million, or 1.8%, respectively, of the loan portfolio at December 31, 2024. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ◾ | Non-acquired commercial and industrial loans increased $1.6 billion during 2025 from December 31, 2024. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ◾ | Acquired commercial and industrial loans increased $1.3 billion from December 31, 2024 compared to December 31, 2025. |
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Total loan interest income was $3.0 billion in 2025, an increase of $1.2 billion, or 55.9%, compared to $1.9 billion in 2024. This increase was due to both an increase in the average balance and an increase in the yield on the total loan portfolio in 2025. The overall average balance in the loan portfolio increased $14.3 billion in 2025. The average balance increased on the non-acquired loan portfolio and the acquired loan portfolio $3.5 billion and $10.8 billion, respectively. The growth in the non-acquired loan portfolio average balance was due to normal organic growth and renewals of acquired loans. The growth in the acquired loan portfolio was due to the merger with Independent, net of paydowns and payoffs, along with renewals of acquired loans that were moved to our non-acquired loan portfolio. The overall yield on the loan portfolio increased by 124 basis points in 2025. This increase was due to a 2-basis point decrease in the yield on the non-acquired portfolio and a 126-basis point increase in the yield on the acquired portfolio. The yield on the non-acquired loan portfolio decreased from 5.72% in 2024, to 5.70% in 2025 and the yield on the acquired loan portfolio increased from 6.20% in 2024, to 7.46% in 2025. The overall increase in the yield on the loan portfolio was primarily due to additional loan accretion on acquired Independent loans.
The table below shows the contractual maturity of the non-acquired loan portfolio at December 31, 2025.
Table 11—Maturity Distribution of Non-acquired Loans
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2025 | | | | 1 Year | | Maturity | | Maturity | | Over | ||||||
| (Dollars in thousands) | | Total | | or Less | | 1 to 5 Years | | 5 to 15 Years | | 15 Years | ||||||
| Non‑owner-occupied real estate | | $ | 11,786,361 | | $ | 2,100,719 | | $ | 5,887,252 | | $ | 3,494,176 | | $ | 304,214 | |
| Consumer real estate | | 8,864,430 | | 84,150 | | 482,258 | | 1,245,342 | | 7,052,680 | | |||||
| Commercial owner-occupied real estate | | 5,108,232 | | 323,641 | | 2,145,699 | | 2,430,283 | | 208,609 | | |||||
| Commercial and industrial | | 7,243,731 | | 1,409,942 | | 3,399,095 | | 1,756,057 | | 678,637 | | |||||
| Other income producing property | | 510,470 | | 91,323 | | 272,527 | | 78,424 | | 68,196 | | |||||
| Consumer | | 873,129 | | 61,458 | | 290,817 | | 279,195 | | 241,659 | | |||||
| Other loans | | 2,261 | | 2,261 | | — | | — | | — | | |||||
| Total non‑acquired loans | | $ | 34,388,614 | | $ | 4,073,494 | | $ | 12,477,648 | | $ | 9,283,477 | | $ | 8,553,995 | |
Table 12—Non-Acquired Loans Due After One Year - Fixed or Floating
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| December 31, 2025 | | | | | | | |
| (Dollars in thousands) | | Fixed Rate | | Variable Rate | | ||
| Non‑owner-occupied real estate | | $ | 2,823,819 | | $ | 6,861,823 | |
| Consumer real estate | | 3,547,028 | | 5,233,252 | | ||
| Commercial owner-occupied real estate | | 2,595,503 | | 2,189,088 | | ||
| Commercial and industrial | | 3,162,853 | | 2,670,936 | | ||
| Other income producing property | | 256,026 | | 163,121 | | ||
| Consumer | | 775,697 | | 35,974 | | ||
| Total non‑acquired loans | | $ | 13,160,926 | | $ | 17,154,194 | |
The table below shows the contractual maturity of the acquired non-purchased credit deteriorated loan portfolio at December 31, 2025.
Table 13—Maturity Distribution of Acquired Non-purchased Credit Deteriorated Loans
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2025 | | | | 1 Year | | Maturity | | Maturity | | Over | ||||||
| (Dollars in thousands) | | Total | | or Less | | 1 to 5 Years | | 5 to 15 Years | | 15 Years | ||||||
| Non‑owner-occupied real estate | | $ | 5,346,868 | | $ | 1,356,567 | | $ | 2,918,640 | | $ | 988,665 | | $ | 82,996 | |
| Consumer real estate | | 1,380,091 | | 66,747 | | 251,646 | | 164,024 | | 897,674 | | |||||
| Commercial owner-occupied real estate | | 1,982,641 | | 248,972 | | 797,508 | | 733,324 | | 202,837 | | |||||
| Commercial and industrial | | 1,789,588 | | 364,167 | | 1,070,720 | | 299,816 | | 54,885 | | |||||
| Other income producing property | | 672,593 | | 137,991 | | 308,497 | | 155,482 | | 70,623 | | |||||
| Consumer | | 60,528 | | 13,840 | | 15,548 | | 29,805 | | 1,335 | | |||||
| Other | | | 105 | | | 105 | | | — | | — | | | — | | |
| Total acquired - non-purchased credit deteriorated loans | | $ | 11,232,414 | | $ | 2,188,389 | | $ | 5,362,559 | | $ | 2,371,116 | | $ | 1,310,350 | |
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Table 14—Acquired Non-PCD Loans Due After One Year - Fixed or Floating
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| December 31, 2025 | | | | | | | |
| (Dollars in thousands) | | Fixed Rate | | Variable Rate | | ||
| Non‑owner-occupied real estate | | $ | 1,781,600 | | $ | 2,208,701 | |
| Consumer real estate | | 698,700 | | 614,644 | | ||
| Commercial owner-occupied real estate | | 624,241 | | 1,109,428 | | ||
| Commercial and industrial | | 602,756 | | 822,665 | | ||
| Other income producing property | | 260,540 | | 274,062 | | ||
| Consumer | | 41,683 | | 5,005 | | ||
| Total acquired - non-purchased credit deteriorated loans | | $ | 4,009,520 | | $ | 5,034,505 | |
The table below shows the contractual maturity of the acquired purchased credit deteriorated loan portfolio at December 31, 2025.
Table 15—Maturity Distribution of Acquired Purchased Credit Deteriorated Loans
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2025 | | | | 1 Year | | Maturity | | Maturity | | Over | ||||||
| (Dollars in thousands) | | Total | | or Less | | 1 to 5 Years | | 5 to 15 Years | | 15 Years | ||||||
| Non‑owner-occupied real estate | | $ | 2,066,891 | | $ | 660,896 | | $ | 1,111,660 | | $ | 266,406 | | $ | 27,929 | |
| Consumer real estate | | 205,702 | | 8,064 | | 27,405 | | 37,720 | | 132,513 | | |||||
| Commercial owner-occupied real estate | | 486,118 | | 56,834 | | 228,092 | | 142,692 | | 58,500 | | |||||
| Commercial and industrial | | 148,089 | | 83,388 | | 55,462 | | 5,708 | | 3,531 | | |||||
| Other income producing property | | 49,090 | | 8,790 | | 25,119 | | 10,718 | | 4,463 | | |||||
| Consumer | | 21,609 | | 704 | | 5,360 | | 15,544 | | 1 | | |||||
| Total acquired ‑ purchased credit deteriorated loans (PCD) | | $ | 2,977,499 | | $ | 818,676 | | $ | 1,453,098 | | $ | 478,788 | | $ | 226,937 | |
Table 16—Acquired PCD Loans Due After One Year - Fixed or Floating
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| December 31, 2025 | | | | | | | |
| (Dollars in thousands) | | Fixed Rate | | Variable Rate | | ||
| Non‑owner-occupied real estate | | $ | 648,659 | | $ | 757,336 | |
| Consumer real estate | | 111,927 | | 85,711 | | ||
| Commercial owner-occupied real estate | | 161,326 | | 267,958 | | ||
| Commercial and industrial | | 21,057 | | 43,644 | | ||
| Other income producing property | | 8,467 | | 31,833 | | ||
| Consumer | | 20,905 | | — | | ||
| Total acquired ‑ purchased credit deteriorated loans (PCD) | | $ | 972,341 | | $ | 1,186,482 | |
Total commercial non-owner-occupied loans of $16.7 billion, approximately 34.3% of the total loans held for investment, was the largest category of the loan portfolio as of December 31, 2025. As of December 31, 2025, approximately 94% of the commercial non-owner-occupied portfolio was located within the Company’s footprint. Of the $16.7 billion, approximately $1.8 billion, or 4% of the total loans, represented our office segment. Approximately 96% of the office segment was located in the Company’s footprint.
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The following table presents the top eight loan segments of the commercial non-owner-occupied loan category (excluding loans held for sale). The loan segments in the table below are determined by the call code, used for the Bank’s regulatory reporting requirements issued by the FDIC for the FFIEC 041, also referred to as the Call Report.
Table 17—Commercial Non-Owner-Occupied Loans
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Commercial Non-Owner-Occupied Loans | | Net Book | | Average | | % of | | | % of Substandard & | | | % of | | | ||
| (Dollars in thousands) | | Balance (1) | | Loan Size | | Non-Accrual | | | Accruing | | | Special Mention | | | ||
| December 31, 2025 | | | | | | | | | | | | | | | | |
| Loan Type: | | | | | | | | | | | | | | | | |
| Retail | | $ | 4,516,819 | | $ | 2,278 | | 0.10 | % | | 1.75 | % | | 1.57 | % | |
| Multifamily | | | 2,843,452 | | | 4,127 | | 1.71 | % | | 22.64 | % | | 12.55 | % | |
| Warehouse/Industrial | | | 2,449,760 | | | 2,143 | | — | % | | 6.43 | % | | 2.69 | % | |
| Office | | | 1,839,157 | | | 1,605 | | 0.73 | % | | 8.16 | % | | 3.14 | % | |
| Hotel | | | 1,383,286 | | | 5,300 | | 0.04 | % | | 5.99 | % | | 3.11 | % | |
| Medical | | | 929,856 | | | 2,094 | | — | % | | 2.25 | % | | 0.47 | % | |
| Other | | | 924,936 | | | 1,697 | | — | % | | 6.50 | % | | 5.50 | % | |
| Self Storage | | | 699,843 | | | 3,431 | | — | % | | 12.68 | % | | 4.93 | % | |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (1) | Net book balance in each segment that represents 2% or more of commercial non-owner-occupied portfolio as of December 31, 2025. |
Nonperforming Assets (“NPAs”)
The level of risk elements in the loan portfolio, OREO and other nonperforming assets for the past two years is shown below:
Table 18—Nonperforming Assets
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| | | | December 31, | | ||||
| (Dollars in thousands) | | | 2025 | | 2024 | | ||
| Non-acquired: | | | | | | | | |
| Nonaccrual loans | | | $ | 157,662 | | $ | 134,867 | |
| Accruing loans past due 90 days or more | | | 2,997 | | 3,293 | | ||
| Modified loans to a borrower experiencing financial difficulty – nonaccrual | | | 4,313 | | 7,115 | | ||
| Total non-acquired nonperforming loans | | | 164,972 | | 145,275 | | ||
| Other real estate owned (“OREO”) (1) (2) | | | 4,961 | | 648 | | ||
| Other nonperforming assets (3) | | | 312 | | 534 | | ||
| Total OREO and other nonperforming assets excluding acquired assets | | | 5,273 | | 1,182 | | ||
| Total nonperforming assets excluding acquired assets | | | 170,245 | | 146,457 | | ||
| Acquired: | | | | | | | | |
| Nonaccrual loans (4) | | | 129,402 | | 58,923 | | ||
| Accruing loans past due 90 days or more | | | 1,944 | | — | | ||
| Modified loans to a borrower experiencing financial difficulty – nonaccrual | | | | 5,778 | | | 6,391 | |
| Total acquired nonperforming loans | | | 137,124 | | 65,314 | | ||
| Acquired OREO and other nonperforming assets: | | | | | | | | |
| Acquired OREO (1) | | | 3,810 | | 1,505 | | ||
| Other acquired nonperforming assets (3) | | | 91 | | 78 | | ||
| Total acquired OREO and other nonperforming assets | | | 3,901 | | 1,583 | | ||
| Total acquired nonperforming assets | | | 141,025 | | 66,897 | | ||
| Total nonperforming assets | | | $ | 311,270 | | $ | 213,354 | |
| Excluding acquired assets: | | | | | | | | |
| Total nonperforming assets as a percentage of total loans and repossessed assets (5) | | | 0.49 | % | 0.50 | % | ||
| Total nonperforming assets as a percentage of total assets (6) | | | 0.25 | % | 0.32 | % | ||
| Nonperforming loans as a percentage of period end loans (5) | | | 0.48 | % | 0.49 | % | ||
| Including acquired assets: | | | | | | | | |
| Total nonperforming assets as a percentage of total loans and repossessed assets (5) | | | 0.64 | % | 0.63 | % | ||
| Total nonperforming assets as a percentage of total assets (6) | | | 0.46 | % | 0.46 | % | ||
| Nonperforming loans as a percentage of period end loans (5) | | | 0.62 | % | 0.62 | % |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (1) | Consists of real estate acquired as a result of foreclosure. Excludes certain property no longer intended for bank use. |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (2) | Excludes non-acquired bank premises held for sale of $0 and $3.3 million as of December 31, 2025 and 2024, respectively, that is now separately disclosed on the balance sheet. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (3) | Consists of non-real estate foreclosed assets, such as repossessed vehicles. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (4) | Includes nonaccrual loans that are purchase credit deteriorated (PCD loans). |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (5) | Loan data excludes mortgage loans held for sale. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (6) | For purposes of this calculation, total assets include all assets (both acquired and non-acquired). |
Total non-acquired nonperforming loans were $165.0 million, or 0.48% of total non-acquired loans, an increase of approximately $19.7 million, or 13.6%, from December 31, 2024. The increase in nonperforming loans was driven primarily by an increase in consumer nonaccrual loans of $23.3 million, offset by a decrease in commercial nonaccrual loans of $497,000, a decrease in modified loans to borrowers with financial difficulties on nonaccrual of $2.8 million and a decrease in accruing loans past due 90 days or more of $296,000. The increase in consumer nonaccrual loans year over year was primarily in first mortgage 1-4 family owner occupied loans. Acquired nonperforming loans were $137.1 million, or 0.96% of total acquired loans, an increase of $71.8, or 109.9% from December 31, 2024. The increase in acquired nonperforming loans was mainly driven by an increase in commercial nonaccrual loans of $68.7 million, an increase in consumer nonaccrual loans of $1.8 million, an increase in accruing loans past due 90 days or more of $1.9 million, offset by a decrease in restructured loans of $612,000. The majority of the increase in acquired commercial nonaccrual loans was due to the addition of $75.1 million in loans acquired in the merger with Independent, offset by a $6.4 million decline in legacy commercial nonaccrual loans. The $75.1 million in nonaccrual loans acquired were primarily commercial real estate and commercial and industrial loans.
The top ten nonaccrual loans at December 31, 2025 totaled $96.1 million and consisted of four loans located in Texas, two in North Carolina, one in Alabama, one in Florida, one in Georgia, and one in South Carolina. These loans comprise 32.3% of total nonaccrual loans at December 31, 2025, with around 60% being real estate collateral dependent and the other 40% being non real estate. We currently hold a specific reserve against three of these ten loans, totaling $15.9 million. The remaining seven loans do not carry a specific reserve due to carrying balances being below current collateral values.
As of December 31, 2025, the Bank had a total of $195.0 million loans to borrowers experiencing financial difficulty. Of the $195.0 million, $189.5 million loans were current, $4.5 million loans were 30 to 89 days past due and $925,000 were 90 days past due.
Allowance for Credit Losses (“ACL”) on Loans and Certain Off-Balance-Sheet Credit Exposure
The ACL reflects management’s estimate of losses that will result from the inability of our borrowers to make required loan payments. The Company records loans charged off against the ACL and subsequent recoveries, if any, increase the ACL when they are recognized. Please see Note 1 — Summary of Significant Accounting Policies, under the “ACL – Loans” section, in this Annual Report on Form 10-K for further detailed descriptions of our estimation process and methodology related to the ACL on loans.
Management considers forward-looking information in estimating expected credit losses. The Company subscribes to a third-party service which provides a quarterly macroeconomic baseline outlook and alternative scenarios for the United States economy. The baseline, along with the evaluation of alternative scenarios, is used by management to determine the best estimate within the range of expected credit losses. Management evaluates the appropriateness of the reasonable and supportable forecast scenarios and takes into consideration the scenarios in relation to actual economic and other data, such as gross domestic product growth, monetary and fiscal policy, inflation, supply chain issues and global events like the Russian/Ukraine conflict and unrest in the middle east, and changes in global trade policy, as well as the volatility and magnitude of changes within those scenarios quarter over quarter, and consideration of conditions within the Bank’s operating environment and geographic area. Additional forecast scenarios may be weighted along with the baseline forecast to arrive at the final reserve estimate. While periods of relative economic stability should generally lead to stability in forecast scenarios and weightings to estimate credit losses, periods of instability can likewise require management to adjust the selection of scenarios and weightings, in accordance with the accounting standards. For the contractual term that extends beyond the reasonable and supportable forecast period, the Company reverts to the long term mean of historical factors within four quarters using a straight-line approach. The Company generally uses an eight-quarter forecast and a four-quarter reversion period.
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There are several headwinds that continue to weigh on the economy, though the U.S. has thus far avoided a recession. Management continues to use a blended forecast scenario of the baseline, upside, and more severe scenario, depending on the circumstances and economic outlook. As of December 31, 2025, management selected a baseline weighting of 40%, a 25% weighting for an upside scenario and a 35% weighting for the more severe scenario. Scenario weightings are generally expected to remain stable but are reviewed on a quarterly basis. Weightings were unchanged from the prior quarter and reflect a broadly neutral outlook with continued recognition of downside risks and elevated uncertainty in the economic forecast from flat job growth, high interest rates, lack of clarity on trade policy impacts, and tightening credit conditions. Improved GDP growth and employment resilience kept expected losses largely stable.
The Company has a variety of assets that have a component that qualifies as an off-balance sheet exposure. These primarily include undrawn portions of revolving lines of credit and standby letters of credit. Please see Note 1—Summary of Significant Accounting Policies in this Report on Form 10-K for further detailed descriptions of our estimation process and methodology related to the ACL on certain off-balance-sheet credit exposures. As of December 31, 2025 and 2024, the liabilities recorded for expected credit losses on unfunded commitments were $69.6 million and $45.3 million, respectively. The current adjustment to the ACL for unfunded commitments is recognized through the Provision for Credit Losses in the Consolidated Statements of Income.
As of December 31, 2025, the balance of the ACL was $585.2 million, or 1.20%, of total loans. For the year ended December 31, 2025, the ACL increased $119.9 million from the balance of $465.3 million at December 31, 2024. The increase in ACL of $119.9 million included an initial provision related to PCD loans acquired from Independent of $135.4 million, an initial provision related to Non-PCD loans acquired from Independent of $80.0 million, a $15.5 million provision for all other loans, and $111.0 million in net charge-offs, which included $56.7 million of acquisition date charge-offs on PCD loans acquired from Independent. For both the three and twelve months ended December 31, 2025, the Company recorded provision for credit losses due to loan growth and current forecasts applied to our modeling to adequately capture growing economic recessionary risks. As of December 31, 2024, the balance of the ACL was $465.3 million or 1.37% of total loans. For the year ended December 31, 2024, the ACL increased $8.7 million from the balance of $456.6 million at December 31, 2023. The increase in ACL of $8.7 million included $27.0 million of provision for credit losses, and $18.2 million in net charge-offs. For both the three and twelve months ended December 31, 2024, the Company recorded provision for credit losses due to loan growth and current forecasts applied to our modeling to adequately capture growing economic recessionary risks.
At December 31, 2025, the Company had a reserve on unfunded commitments of $69.6 million, which was recorded as a liability on the Consolidated Balance Sheet, compared to $45.3 million at December 31, 2024. During the three and twelve months ended December 31, 2025, the Company recorded an increase in the reserve for unfunded commitments of $1.1 million and $24.3 million, respectively. Of the $24.3 million of provision for credit losses recorded for unfunded commitments during the twelve months ended December 31, 2025, $12.1 million was related to the initial provision for unfunded commitments acquired from Independent and $12.2 million was for all other unfunded commitments. For the prior comparative period, the Company recorded an increase in the reserve for unfunded commitments of $3.8 million and a release for $11.0 million, respectively. The provision for credit losses for unfunded commitments is based on the growth in unfunded loan commitments, production mix, and current forecast scenarios applied to our modeling to adequately capture growing economic recessionary risks. This amount was recorded in Provision for Credit Losses on the Consolidated Statements of Income. The Company did not have an allowance for credit losses or record a provision for credit losses on investment securities or other financial assets during 2025.
The ACL provides 1.94 times coverage of nonperforming loans at December 31, 2025. Net charge offs to total average loans during the year ended December 31, 2025 were 0.23%, compared to 0.06% during the year ended December 31, 2024. Net charge-offs, excluding acquisition date charge-offs recorded for PCD loans acquired from Independent of $56.7 million, to total average loans, during the twelve months ended December 31, 2025 were 0.11%. The ACL, including reserve for unfunded commitments, as a percentage of loans were 1.35% and 1.51%, respectively, as of December 31, 2025 and 2024.
The following table provides the allocation, by segment, for expected credit losses for the year ended December 31, 2025. While non-owner occupied CRE is the largest segment of our loan portfolio, the risk profile of the non-owner occupied CRE portfolio remains low and stable. We have a granular loan portfolio where the average loan size of the non-owner occupied CRE portfolio is less than $2.5 million. Loans for the commercial office space, which are included in the non-owner occupied CRE portfolio, represent approximately 4% of the total outstanding portfolio with an average loan size of less than $2 million as of December 31, 2025. 94% of these office spaces are located in the Company’s southeast footprint, of which approximately 72% mature in 2027 or later.
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Table 19—Allocation of the Allowance by Segment
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | December 31, 2025 | | December 31, 2024 | | ||||||
| (Dollars in thousands) | | | Amount | | % * | | Amount | | % * | | ||
| Residential Mortgage Senior | | | $ | 55,947 | 19.8 | % | $ | 42,687 | 22.4 | % | ||
| Residential Mortgage Junior | | | 1,356 | 0.1 | % | 432 | 0.1 | % | ||||
| Revolving Mortgage | | | 14,150 | 3.9 | % | 14,845 | 4.8 | % | ||||
| Residential Construction | | | 8,732 | 1.2 | % | 9,298 | 1.1 | % | ||||
| Other Construction and Development | | | 53,494 | 3.9 | % | 65,553 | 5.2 | % | ||||
| Consumer | | | 19,280 | 2.0 | % | 17,484 | 3.1 | % | ||||
| Multifamily | | | | 58,678 | | 5.8 | % | | 22,279 | | 4.7 | % |
| Municipal | | | | 1,799 | | 1.9 | % | | 1,197 | | 2.3 | % |
| Owner-Occupied Commercial Real Estate | | | | 73,871 | | 15.5 | % | | 78,753 | | 16.9 | % |
| Non-Owner-Occupied Commercial Real Estate | | | | 174,797 | | 28.5 | % | | 111,538 | | 23.1 | % |
| Commercial and Industrial | | | 123,093 | 17.4 | % | 101,214 | 16.3 | % | ||||
| Total | | | $ | 585,197 | 100.0 | % | $ | 465,280 | 100.0 | % |
* Loan balance in each category expressed as a percentage of total loans.
The following table presents a summary of net charge off ratios by loan segment, for the year ended December 31, 2025 and 2024:
Table 20—Disaggregated Net Recovery (Charge Off) Ratio by Segment
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Year Ended | ||||||||||||||||
| | | December 31, 2025 | | December 31, 2024 | ||||||||||||||
| (Dollars in thousands) | | Net Recovery (Charge-Off) | | Average Balance | | Net Recovery (Charge-Off) Ratio | | Net Recovery (Charge-Off) | | Average Balance | | Net Recovery (Charge-Off) Ratio | ||||||
| Residential Mortgage Senior | | $ | (2,052) | | $ | 9,365,431 | | (0.02) | % | | $ | (379) | | $ | 7,369,909 | | (0.01) | % |
| Residential Mortgage Junior | | 363 | | 47,813 | | 0.76 | % | | 222 | | 18,642 | | 1.19 | % | ||||
| Revolving Mortgage | | 253 | | 1,817,066 | | 0.01 | % | | 949 | | 1,546,347 | | 0.06 | % | ||||
| Residential Construction | | 150 | | 633,257 | | 0.02 | % | | (263) | | 517,782 | | (0.05) | % | ||||
| Other Construction and Development | | 1,161 | | 2,334,425 | | 0.05 | % | | (868) | | 1,970,675 | | (0.04) | % | ||||
| Consumer | | (8,994) | | 999,052 | | (0.90) | % | | (5,664) | | 1,139,980 | | (0.50) | % | ||||
| Multifamily | | | (18,867) | | | 2,652,011 | | (0.71) | % | | | 66 | | | 1,234,870 | | 0.01 | % |
| Municipal | | | — | | | 876,841 | | — | % | | | — | | | 761,195 | | — | % |
| Owner-Occupied Commercial Real Estate | | | (4,929) | | | 7,454,173 | | (0.07) | % | | | (380) | | | 5,554,828 | | (0.01) | % |
| Non-Owner-Occupied Commercial Real Estate | | | (12,198) | | | 13,337,427 | | (0.09) | % | | | 1,184 | | | 7,889,448 | | 0.02 | % |
| Commercial and Industrial | | (65,876) | | 7,870,767 | | (0.84) | % | | (13,111) | | 5,128,543 | | (0.26) | % | ||||
| Total | | $ | (110,989) | | $ | 47,388,263 | | (0.23) | % | | $ | (18,244) | | $ | 33,132,219 | | (0.06) | % |
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The following table presents a summary of the changes in the ACL for the years ended December 31, 2025, 2024 and 2023:
Table 21—Summary of the Changes in ACL
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, | ||||||||||||||||||||||||||
| | | 2025 | | 2024 | | 2023 | ||||||||||||||||||||||
| | | Non-PCD | | PCD | | | | Non-PCD | | PCD | | | | Non-PCD | | PCD | | | ||||||||||
| (Dollars in thousands) | | Loans | | Loans | | Total | | Loans | | Loans | | Total | | Loans | | Loans | | Total | ||||||||||
| Allowance for credit losses at January 1 | $ | 444,959 | | $ | 20,321 | | $ | 465,280 | | $ | 423,876 | | $ | 32,697 | | $ | 456,573 | | $ | 309,606 | | $ | 46,838 | | $ | 356,444 | | |
| Allowance adjustment - FMV for Independent acquisition | — | | | 135,441 | | 135,441 | | — | | | — | | — | | — | | | — | | — | | |||||||
| Initial Allowance for Non-PCD loans acquired during period | 79,971 | | | — | | 79,971 | | — | | | — | | — | | — | | | — | | — | | |||||||
| Independent Day 1 PCD loan net charge-offs | | | — | | | (56,688) | | | (56,688) | | | — | | | — | | | — | | | — | | | — | | | — | |
| Loans charged-off | (66,680) | | | (4,619) | | (71,299) | | (30,347) | | | (4,723) | | (35,070) | | (39,077) | | | (1,571) | | (40,648) | | |||||||
| Recoveries of loans previously charged off | 10,090 | | | 6,908 | | 16,998 | | 12,433 | | | 4,393 | | 16,826 | | 9,987 | | | 5,795 | | 15,782 | | |||||||
| Net (charge-offs) recoveries | (56,590) | | | (54,399) | | (110,989) | | (17,914) | | | (330) | | (18,244) | | (29,090) | | | 4,224 | | (24,866) | | |||||||
| Provision (recovery) for credit losses | | 47,701 | | | (32,207) | | 15,494 | | 38,997 | | | (12,046) | | 26,951 | | 143,360 | | | (18,365) | | 124,995 | | ||||||
| Balance at end of period | $ | 516,041 | | $ | 69,156 | | $ | 585,197 | | $ | 444,959 | | $ | 20,321 | | $ | 465,280 | | $ | 423,876 | | $ | 32,697 | | $ | 456,573 | | |
| | | | | | | | | | | | | | | | | | | | ||||||||||
| Total loans, net of unearned income: | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| At period end | | $ | 48,598,527 | | | | | | | | $ | 33,902,927 | | | | | | | | $ | 32,388,489 | | | | | | | |
| Average | | 47,388,263 | | | | | | | | 33,132,219 | | | | | | | | 31,403,291 | | | | | | | | |||
| Net charge-offs as a percentage of average loans (annualized) | | 0.23 | % | | | | | | | 0.06 | % | | | | | | | 0.08 | % | | | | | | | |||
| Allowance for credit losses as a percentage of period end loans | | 1.20 | % | | | | | | | 1.37 | % | | | | | | | 1.41 | % | | | | | | | |||
| Allowance for credit losses as a percentage of period end non-performing loans (“NPLs”) | | 193.71 | % | | | | | | | 220.94 | % | | | | | | | 249.90 | % | | | | | | |
* Net charge-offs at December 31, 2025, 2024 and 2023 include automated overdraft protection (“AOP”) and insufficient fund (“NSF”) principal net charge-offs of $3.8 million, $2.8 million and $6.8 million, respectively, that are included in the consumer classification above.
** Average loans, net of unearned income does not include loans held for sale3
Deposits
We rely on deposits by our customers as the primary source of funds for the continued growth of our loan and investment securities portfolios. Customer deposits are categorized as either noninterest-bearing deposits or interest-bearing deposits. Noninterest-bearing deposits (or demand deposits) are transaction accounts that provide us with “interest-free” sources of funds. Interest-bearing deposits include savings deposit, interest-bearing transaction accounts, certificates of deposits, and other time deposits. Interest-bearing transaction accounts include NOW, HSA, IOLTA, and Market Rate checking accounts. The Company uses brokered time deposits as a secondary source of deposits to supplement its primary source through organic growth of deposits from our customers.
The following table presents total deposits for the two years at December 31:
Table 22—Total Deposits
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | | December 31, | |||||
| (Dollars in thousands) | | 2025 | | 2024 | |||
| Noninterest-bearing deposits | | $ | 13,375,697 | | $ | 10,192,116 | |
| Savings deposits | | 2,820,621 | | 2,414,172 | | ||
| Interest‑bearing demand deposits | | 31,590,246 | | 21,288,856 | | ||
| Total savings and interest‑bearing demand deposits | | 34,410,867 | | 23,703,028 | | ||
| Certificates of deposit | | 7,354,868 | | 4,161,095 | | ||
| Other time deposits | | 4,365 | | 4,627 | | ||
| Total time deposits | | 7,359,233 | | 4,165,722 | | ||
| Total deposits | | $ | 55,145,797 | | $ | 38,060,866 | |
The following are key highlights regarding overall changes in total deposits:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Total deposits increased $17.1 billion, or 44.9%, for the year ended December 31, 2025, compared to 2024, reflecting balances assumed through the Independent acquisition during the first quarter of 2025 and organic deposit growth. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Noninterest-bearing deposits (demand deposits) increased by $3.2 billion, or 31.2%, for the year ended December 31, 2025. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Savings deposits increased $406.4 million, or 16.8%, when compared with December 31, 2024. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Money market (Market Rate Checking) and other interest-bearing demand deposits increased $10.3 billion, or 48.4%, for the year ended December 31, 2025 |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Time deposits, including brokered time deposits, increased by $3.2 billion, or 76.7%, when compared with December 31, 2024. The Company saw an increase in its brokered time deposits to $1.7 billion at December 31, 2025 from $614.5 million at December 31, 2024, reflecting increased use of brokered deposits to support balance sheet growth. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | At December 31, 2025, and 2024, core deposits (total deposits excluding time deposits) represented 87% and 89%, respectively, of total deposits. |
The following are key highlights regarding overall growth in average total deposits:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Total deposits averaged $53.4 billion in 2025, an increase of $16.0 million, or 42.8%, from 2024, primarily attributable to deposit balances assumed in the Independent acquisition. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Average interest-bearing deposits increased by $12.9 billion, or 48.1%, to $39.8 billion in 2025 compared to 2024. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Average noninterest-bearing demand deposits increased by $3.1 billion, or 29.1%, to $13.6 billion in 2025 compared to 2024. |
The following table provides a maturity distribution of certificates of deposit of $250,000 or more for the next twelve months as of December 31:
Table 23—Maturity Distribution of Certificates of Deposits of $250 Thousand or More
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | | December 31, | | December 31, | | | | ||
| (Dollars in thousands) | | 2025 | | 2024 | | % Change | |||
| Within three months | | $ | 1,080,218 | | $ | 707,894 | 52.6 | % | |
| After three through six months | | 692,531 | | 243,784 | 184.1 | % | |||
| After six through twelve months | | 328,191 | | 118,763 | 176.3 | % | |||
| After twelve months | | 38,816 | | 23,234 | 67.1 | % | |||
| | | $ | 2,139,756 | | $ | 1,093,675 | 95.6 | % |
At December 31, 2025 and 2024, the Company estimates that it has approximately $22.0 billion and $14.7 billion, respectively, in uninsured deposits. The amounts above are estimates and are based on the same methodologies and assumptions used for the Bank’s regulatory reporting requirements by the FDIC for the Call Report.
The following table provides a maturity distribution of uninsured time deposits for the next twelve months as of December 31, 2025 and 2024:
Table 24—Maturity Distribution of Uninsured Time Deposits
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | | December 31, | | | |||||
| (Dollars in thousands) | | 2025 | | 2024 | | % Change | |||
| Within three months | | $ | 539,973 | | $ | 343,644 | 57.1 | % | |
| After three through six months | | 371,031 | | 117,784 | 215.0 | % | |||
| After six through twelve months | | 222,691 | | 75,513 | 194.9 | % | |||
| After twelve months | | 20,567 | | 13,984 | 47.1 | % | |||
| | | $ | 1,154,262 | | $ | 550,925 | 109.5 | % |
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Short-Term Borrowed Funds
Our short-term borrowed funds consist of federal funds purchased and securities sold under repurchase agreements, FRB borrowings on a secured line of credit, short-term FHLB Advances and the U.S. Bank line of credit. Note 9—Federal Funds Purchased and Securities Sold Under Agreements to Repurchase in our audited financial statements provides a profile of these funds at each year-end, the average amounts outstanding during each period, the maximum amounts outstanding at any month-end, and the weighted average interest rates on year-end and average balances in each category. Federal funds purchased and securities sold under agreements to repurchase most typically have maturities within one to three days from the transaction date. Certain of these borrowings have no defined maturity date. Note 10—Other Borrowings in our audited financial statements provide provides a profile of short-term FHLB advances, FRB borrowings and the U.S. Bank line of credit at each year-end, the average amount outstanding during each period and the weighted average interest rates on year-end and average balances. Short-term FHLB advances has a maturity of less than one year and the FRB borrowings and U.S. Bank line of credit has a daily maturity.
Long-Term Borrowed Funds
Our long-term borrowed funds consist of trust preferred junior subordinated debt and corporate subordinated debt. Note 10—Other Borrowings in our audited financial statements provides a profile of these funds at each year-end, the balance at year end, the interest rate at year end and the weighted average interest rate for long-term borrowings. Each issuance of trust preferred junior subordinated debt has a maturity of 30 years, but we can call the debt at any time without penalty.
Capital and Dividends
Our ongoing capital requirements have been met primarily through retained earnings, less the payment of cash dividends. As of December 31, 2025, shareholders’ equity was $9.1 billion, an increase of $3.2 billion, or 53.8%, compared to the balance at December 31, 2024. The change from year-end 2024 was mainly attributable to the issuance of $2.5 billion in stock related to the acquisition of Independent, net income of $798.7 million, an increase in the market value of securities available for sale, net of tax of $323.6 million and the recognition of equity based compensation of $37.0 million. These increases were offset by dividends paid on common shares of $230.2 million and common stock repurchased under our stock repurchase plan and equity plans of $235.8 million.
The following shows the changes in shareholders’ equity during 2025:
Table 25—Changes in Shareholders’ Equity
| | | | |
|---|---|---|---|
| (Dollars in thousands) | | | |
| Total shareholders' equity at December 31, 2024 | | $ | 5,890,415 |
| Net income | | | 798,667 |
| Dividends paid on common shares ($2.28 per share) | | | (230,203) |
| Dividends paid on restricted stock units | | | (1,100) |
| Net increase in market value of securities available for sale, net of deferred taxes | | | 323,553 |
| Net decrease in market value of post retirement plan, net of deferred taxes | | | (13) |
| Stock options exercised | | | 472 |
| Employee stock purchases | | | 4,543 |
| Equity based compensation | | | 37,005 |
| Excise tax on repurchase of corporate stock | | | (1,832) |
| Common stock repurchased - buyback plan | | | (224,108) |
| Common stock repurchased - equity plans | | | (11,712) |
| Stock issued pursuant to the acquisition of Independent | | | 2,472,947 |
| Stock issued in lieu of cash - directors fees | | | 474 |
| Total shareholders' equity at December 31, 2025 | | $ | 9,059,108 |
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The 2025 Repurchase Program authorized the Company to repurchase up to 3,000,000 shares, or up to approximately three percent, of the Company’s outstanding shares of common stock as of January 2, 2025. During 2025, the Company repurchased 2,440,000 shares at a weighted average price of $91.85 per share pursuant to the 2025 Stock Repurchase Program. As of December 31, 2025, there was a total of 560,000 shares remaining authorized to be repurchased.
On January 11, 2026, the Board of Directors of the Company approved the 2026 Repurchase Plan. This 2026 Repurchase Plan authorization replaces the Company’s pre-existing authorization previously approved in January 2025, under which 560,000 shares remained available for repurchase, and which was cancelled in connection with the Board’s approval of the 2026 Repurchase Plan.
We are subject to regulations with respect to certain risk-based capital ratios. These risk-based capital ratios measure the relationship of capital to a combination of balance sheet and off-balance sheet risks. The values of both balance sheet and off-balance sheet items are adjusted based on the rules to reflect categorical credit risk. In addition to the risk-based capital ratios, the regulatory agencies have also established a leverage ratio for assessing capital adequacy. The leverage ratio is equal to Tier 1 capital divided by total consolidated on-balance sheet assets (minus amounts deducted from Tier 1 capital). The leverage ratio does not involve assigning risk weights to assets.
Specifically, we are required to maintain the following minimum capital ratios:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | a CET1, risk-based capital ratio of 4.5%; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | a Tier 1 risk-based capital ratio of 6%; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | a total risk-based capital ratio of 8%; and |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | a leverage ratio of 4%. |
Under the current capital rules, Tier 1 capital includes two components: CET1 capital and additional Tier 1 capital. The highest form of capital, CET1 capital, consists solely of common stock (plus related surplus), retained earnings, accumulated other comprehensive income, otherwise referred to as AOCI, and limited amounts of minority interests that are in the form of common stock. Additional Tier 1 capital is primarily comprised of noncumulative perpetual preferred stock and Tier 1 minority interests. Tier 2 capital generally includes the allowance for loan losses up to 1.25% of risk-weighted assets, qualifying preferred stock, subordinated debt, trust preferred securities and qualifying tier 2 minority interests, less any deductions in Tier 2 instruments of an unconsolidated financial institution. AOCI is presumptively included in CET1 capital and often would operate to reduce this category of capital. When the current capital rules were first implemented, the Bank exercised its one-time opportunity to opt out of much of this treatment of AOCI, allowing us to retain our pre-existing treatment for AOCI.
In order to avoid restrictions on capital distributions or discretionary bonus payments to executives, a banking organization must maintain a “capital conservation buffer” on top of its minimum risk-based capital requirements. This buffer must consist solely of Tier 1 Common Equity, but the buffer applies to all three risk-based measurements (CET1, Tier 1 capital and total capital), resulting in the following effective minimum capital plus capital conservation buffer ratios: (i) a CET1 capital ratio of 7.0%, (ii) a Tier 1 risk-based capital ratio of 8.5%, and (iii) a total risk-based capital ratio of 10.5%.
The Bank is also subject to the regulatory framework for prompt corrective action, which identifies five capital categories for insured depository institutions (well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized) and is based on specified thresholds for each of the three risk-based regulatory capital ratios (CET1, Tier 1 capital and total capital) and for the leverage ratio.
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Table 26—Capital Adequacy Ratios
The following table presents our consolidated capital ratios under the applicable capital rules:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | | December 31, | |||||
| (In percent) | | 2025 | | 2024 | | 2023 | |
| Common equity Tier 1 risk-based capital | | 11.36 | % | 12.62 | % | 11.75 | % |
| Tier 1 risk‑based capital | 11.36 | % | 12.62 | % | 11.75 | % | |
| Total risk‑based capital | 13.84 | % | 14.96 | % | 14.08 | % | |
| Tier 1 leverage | 9.26 | % | 10.04 | % | 9.42 | % |
The Company’s and Bank’s Common equity Tier 1 risk-based capital, Tier 1 risk-based capital and total risk-based capital and Tier 1 leverage ratios all declined compared to December 31, 2024. The capital ratios declined mainly due to the effects on capital and assets from the acquisition of Independent. Tier 1 capital increased by 29.4% and 34.8% at both the Company and Bank, respectively, with the increase in equity resulting from the issuance of shares of common stock for the Independent acquisition and the net income recognized during 2025. Total risk-based capital increased by 32.9% and 34.3% at both the Company and Bank, respectively, with the increase in equity resulting from the issuance of shares of common stock for the Independent acquisition, the net income recognized during 2025 along with the increase in the allowance for credit losses and unfunded commitments includable in Tier 2 capital. Both regulatory risk-based assets and quarterly average assets increased in 2025 when compared to the fourth quarter with average assets for both the Company and Bank increasing by 40% and risk-based assets increasing by 44%. The increases in both average assets and risk-based assets were mainly due to the assets acquired in the Independent acquisition during the first quarter of 2025. Our capital ratios are currently well in excess of the minimum standards and continue to be in the “well capitalized” regulatory classification. Should the Company need to sell its available for sale and held to maturity securities for liquidity purposes and recognize the unrealized losses as of December 31, 2025 through earnings, all else equal, our capital ratios would remain well in excess of the minimum standards and continue to be in the “well capitalized” regulatory classification.
The Company pays cash dividends to shareholders from its assets, which are mainly provided by dividends from its banking subsidiary. However, certain restrictions exist regarding the ability of its banking subsidiary to transfer funds to the Company in the form of cash dividends, loans or advances. The approval of the OCC is required if the total of all dividends declared by the Bank in any calendar year exceeds the total of its net profits for that year combined with its retained net profits for the preceding two years, less any required transfers to surplus. The federal banking agencies have issued policy statements which provide that bank holding companies and insured banks should generally pay dividends only out of current earnings.
During 2025, the Bank paid dividends to SouthState totaling $485.0 million. The Bank was not required to obtain approval of the OCC to pay these dividends. We used these funds primarily to pay our dividend to shareholders of $230.2 million and repurchase shares of our common stock on the open market totaling $224.1 million.
The following table provides the amount of dividends and payout ratios for the years ended December 31, 2025, 2024 and 2023:
Table 27—Dividends Paid to Common Shareholders
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, | ||||||||
| (Dollars in thousands) | | 2025 | | 2024 | | 2023 | ||||
| Dividend payments to common shareholders | | $ | 230,203 | | $ | 161,597 | | $ | 154,919 | |
| Dividend payout ratios | | 28.82 | % | 30.22 | % | 31.34 | % |
We retain earnings to have capital sufficient to grow our loan and investment portfolios and to support certain acquisitions or other business expansion opportunities. The dividend payout ratio is calculated by dividing dividends paid during the year by net income for the year.
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Liquidity
Liquidity refers to our ability to generate sufficient cash to meet our financial obligations, which arise primarily from the withdrawal of deposits, extension of credit and payment of operating expenses. Liquidity risk is the risk that the Bank’s financial condition or overall safety and soundness is adversely affected by an inability (or perceived inability) to meet its obligations. Our Asset Liability Management Committee (“ALCO”) is charged with the responsibility of monitoring policies designed to ensure an acceptable composition of our asset/liability mix. Two critical areas of focus for ALCO are interest rate sensitivity and liquidity risk management. We have employed our funds in a manner to provide liquidity from both assets and liabilities sufficient to meet our cash needs.
The ALCO has established key risk indicators to monitor liquidity and interest rate risk. The key risk indicators are reviewed and approved by the ALCO on an annual basis. The liquidity key risk indicators include the loan to deposit ratio (policy limit not to exceed 100%), net noncore funding dependence ratio (policy limit not to exceed 30%), on-hand liquidity to total liabilities ratio (policy limit not to fall below 5%), the percentage of securities pledged to total securities (policy limit not to exceed 85%), primary liquidity to uninsured deposits excluding collateralized deposits (policy limit not to exceed 95%), primary liquidity to uninsured deposits including collateralized deposits (policy limit not to exceed 80%) and the ratio of brokered deposits to total deposits (policy limit not to exceed 15%). As of December 31, 2025, the Company was operating within its liquidity policy limits.
Asset liquidity is maintained by the maturity structure of loans, investment securities and other short-term investments. Management has policies and procedures governing the length of time to maturity on loans and investments. Normally, changes in the earning asset mix are of a longer-term nature and are not used for day-to-day corporate liquidity needs.
Our liabilities provide liquidity on a day-to-day basis. Daily liquidity needs are met from deposit levels or from our use of federal funds purchased, securities sold under agreements to repurchase, interest-bearing deposits at other banks and other short-term borrowings. We engage in routine activities to retain deposits intended to enhance our liquidity position. These routine activities include various measures, such as the following:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Emphasizing relationship banking to new and existing customers, where borrowers are encouraged and normally expected to maintain deposit accounts with our Bank; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Pricing deposits, including certificates of deposit, at rate levels that will attract and/or retain balances of deposits that will enhance our Bank’s asset/liability management and net interest margin requirements; and |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Continually working to identify and introduce new products that will attract customers or enhance our Bank’s appeal as a primary provider of financial services. |
Our non-acquired loan portfolio increased by approximately $5.0 billion, or approximately 16.9%, compared to the balance at December 31, 2024. The increase in the non-acquired loan portfolio was due to organic growth and renewals of acquired loans that are moved to our non-acquired loan portfolio. The acquired loan portfolio increased by $9.7 billion, or 215.9%, from the balance at December 31, 2024 from loans acquired from the Independent acquisition, offset by principal paydowns, charge-offs, foreclosures and renewals of acquired loans. For more detail around the changes in the loan portfolio see the Loan Portfolio section in MD&A starting on page 80.
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Our investment securities portfolio (excluding trading securities) increased $1.9 billion, or approximately 28.2%, compared to the balance at December 31, 2024. Increases in the investment securities portfolio came from $1.6 billion in securities acquired in the Independent acquisition and $7.1 billion in investment securities purchased during 2025, including securities purchased from reinvesting funds provided by the sales of securities acquired from Independent and the securities repositioning completed during the first quarter of 2025. The securities repositioning improved the yield and shortened the duration of the investment portfolio. The increases in investment securities from the acquisition and purchases were partially offset as a result of maturities, calls, and paydowns of investment securities totaling $7.0 billion and a reduction from the net amortization of premiums of $11.0 million. The net unrealized loss of the available for sale securities decreased during 2025 by $425.8 million mainly through the securities repositioning and the recognition of losses in the portfolio and the impact of lower market interest rates. Of the $7.1 billion in purchases of investment securities during the year, $7.0 billion were in available for sale securities and $117.4 million were in other investment securities. There were no purchases of held to maturity securities during the quarter. Other investment securities purchased were mainly related to capital stock with the Federal Home Loan Bank and Federal Reserve Bank of which we sold back $45.1 million during 2025. The purchases in the Federal Home Loan Bank Stock and Federal Reserve Bank Stock during the year were mainly due to stock holding requirements related to the Independent acquisition and FHLB borrowing activity. The Bank pledges a portion of its investment portfolio for a variety of purposes, including, but not limited to, collateral for public funds and credit with the Federal Home Loan Bank of Atlanta. As of December 31, 2025, the bank pledged 69.0% of the market value of its available for sale and held to maturity investment portfolios. As of December 31, 2025, the Bank had unpledged securities with a market value of $2.5 billion. These securities included Treasury, Agency, Agency MBS, Municipals and Corporate securities.
Total cash and cash equivalents increased $1.8 billion in 2025 to $3.2 billion at December 31, 2025, compared to $1.4 billion at December 31, 2024. The increase in cash and cash equivalents was due to the cash received from the sale-leaseback transaction of approximately $456.4 million, an increase in deposits, excluding deposits assumed from Independent, of approximately $1.9 billion, and an increase in federal funds purchased and securities sold under agreements to repurchase of $103.3 million. The increase in deposits, excluding deposits assumed from Independent, was mainly due to increases in interest-bearing checking accounts (including money market accounts) and brokered time deposits. These increases were partially offset by cash used to fund net loan growth, excluding loans assumed from Independent, of $1.6 billion and by cash used to fund investment growth, excluding investments assumed from Independent, of $325.9 million.
At December 31, 2025 and December 31, 2024, we had $1.7 billion and $614.5 million of traditional, out–of-market brokered time deposits, respectively. At December 31, 2025 and December 31, 2024, we had $4.0 billion and $2.5 billion, respectively, of reciprocal deposits. At December 31, 2025, we also had $2.0 billion in brokered interest-bearing checking and money market accounts. The Company has allowed some higher costing local deposits run off in 2025 and replaced the deposits with brokered and other out of market deposits at lower interest rates. Total deposits were $55.1 billion at December 31, 2025, an increase of $17.1 billion from $38.1 billion at December 31, 2024. Our deposit growth since December 31, 2024 was mainly attributable to the deposits acquired in the Independent acquisition of $15.2 billion. See further discussion on changes in deposits in the Interest-Bearing Liabilities and Noninterest-Bearing Deposits section of this MD&A. Total short-term borrowings at December 31, 2025 were $618.2 million consisting of $306.8 million in federal funds purchased, $311.4 million in securities sold under agreements to repurchase. Total long-term borrowings, consisting of trust preferred securities and subordinated debentures, increased by $305.0 million to $696.5 million at December 31, 2025. This increase was mainly due to $360.5 in corporate and subordinated debentures assumed in the Independent acquisition. The Company also issued $350.0 million in new subordinated debt in the second quarter of 2025 and subsequently paid off $405.0 million in subordinated debt in the third quarter of 2025 that had reached its call date and the end of its fixed rate period. To the extent that we employ other types of non-deposit funding sources, typically to accommodate retail and correspondent customers, we continue to take in shorter maturities of such funds. Our current approach may provide an opportunity to sustain a low funding rate or possibly lower our cost of funds but could also increase our cost of funds if interest rates rise.
Deposit flows are significantly influenced by general and local economic conditions, changes in prevailing interest rates, internal pricing decisions, and competition. Our deposits are primarily obtained from depositors located around our branch footprint, and we believe that we have attractive opportunities to capture additional retail and commercial deposits in our markets, in addition to having access to brokered deposits. Of the $55.1 billion in total deposits at December 31, 2025, approximately 70% were insured or collateralized. The Bank has a granular deposit base comprised of over 1.4 million accounts, with an average deposit size of $39,000. Approximately 24% of total deposits are noninterest-bearing at December 31, 2025.
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The Bank supplements its in-market deposits with brokered deposits. While the Bank has a policy limit for brokered time deposits of no more than 15% of total deposits, it has operated well below this policy limit. At December 31, 2025, the Company had $3.8 billion in brokered deposits including $1.7 billion in brokered time deposits, $1.9 billion of ICS brokered demand deposits, and $83.6 million of other brokered demand deposits. Total brokered deposits represented 6.9% of total deposits at December 31, 2025. Brokered deposits totaled $614.5 million, or 1.6% of total deposits at December 31, 2024. In 2025, the Company has allowed some higher costing local deposits run off and replaced the deposits with brokered and other out of market deposits at lower interest rates.
As discussed below, the Bank maintains credit facilities with the Federal Home Loan Bank of Atlanta and the Federal Reserve Bank of Atlanta. The table below compares Primary Funding Sources to uninsured deposits as of December 31, 2025.
Table 28—Primary Funding Sources to Uninsured Deposits
| | | | | | |
|---|---|---|---|---|---|
| (Dollars in millions) | | Available Capacity | | | |
| Federal Home Loan Bank of Atlanta | | $ | 5,732 | | |
| Federal Reserve Bank of Atlanta Discount Window | | | 11,139 | | |
| Liquid cash and cash equivalents | | | 3,148 | | |
| Fair value of securities that can be pledged | | | 2,395 | | |
| Total primary sources | | $ | 22,414 | | |
| Uninsured deposits, excluding collateralized deposits | | $ | 16,663 | | |
| Uninsured and collateralized deposits | | $ | 21,970 | | |
| Coverage ratio, uninsured deposits | | | 102.0 | % | |
| Coverage ratio, uninsured and uncollateralized deposits | | | 134.5 | % | |
| Ratio of uninsured and collateralized deposits to total deposits | | | 39.8 | % | |
Through the operations of our Bank, we have made contractual commitments to extend credit in the ordinary course of our business activities. These commitments are legally binding agreements to lend money to our customers at predetermined interest rates for a specified period of time. We manage the credit risk on these commitments by subjecting them to normal underwriting and risk management processes. We believe that we have adequate sources of liquidity to fund commitments that are drawn upon by the borrowers. In addition to commitments to extend credit, we also issue standby letters of credit, which are assurances to third parties that they will not suffer a loss if our customer fails to meet its contractual obligation to the third-party. Although our experience indicates that many of these standby letters of credit will expire unused, through our various sources of liquidity, we believe that we will have the resources to meet these obligations should the need arise.
Our ongoing philosophy is to remain in a liquid position, as reflected by such indicators as the composition of our earning assets, typically including some level of reverse repurchase agreements; federal funds sold; balances at the Federal Reserve Bank; and/or other short-term investments; asset quality; well-capitalized position; and profitable operating results. Cyclical and other economic trends and conditions can disrupt our desired liquidity position at any time. We expect that these conditions would generally be of a short-term nature. Under such circumstances, we expect our reverse repurchase agreements and federal funds sold positions, or balances at the Federal Reserve Bank, if any, to serve as the primary source of immediate liquidity. We could draw on additional alternative immediate funding sources from lines of credit extended to us from our correspondent banks. The Bank may also access funds from borrowing facilities established with the Federal Home Loan Bank of Atlanta and the discount window of the Federal Reserve Bank of Atlanta.
At December 31, 2025, the Bank had a total FHLB credit facility of $5.7 billion, with no outstanding borrowings in short-term FHLB advances and $17.8 million in secured credit exposure at year-end, leaving $5.7 billion in availability on the FHLB credit facility. At December 31, 2025, the Bank had $11.1 billion of credit available at the Federal Reserve Bank’s discount window and federal funds credit lines of $300.0 million with no balances outstanding at year-end. The Bank has $2.4 billion in pledgeable market value of securities at December 31, 2025, that can be pledged to attain additional funds if necessary. The Bank also has an internal limit on brokered deposits of 15% of total deposits (consolidated bank), which would allow capacity of $8.3 billion at December 31, 2025. The Bank had $3.8 billion of outstanding brokered deposits at the end of the year leaving $4.5 billion in available capacity. All of these resources would provide an additional $24.0 billion in funding if we needed additional liquidity. We can also consider actions such as deposit promotions to increase core deposits. The Company has a $100.0 million unsecured line of credit with U.S. Bank with no balance outstanding at December 31, 2025. We believe that our liquidity position continues to be adequate and readily available.
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Our contingency funding plan describes several potential stages based on stressed liquidity levels. Liquidity key risk indicators are reported to the Board of Directors on a quarterly basis. We maintain various wholesale sources of funding. If our deposit retention efforts were to be unsuccessful, we would use these alternative sources of funding. Under such circumstances, depending on the external source of funds, our interest cost would vary based on the range of interest rates charged. This could increase our cost of funds, impacting our net interest margin and net interest spread.
Asset-Liability Management and Market Risk Sensitivity
Our earnings and the economic value of equity vary in relation to the behavior of interest rates and the accompanying fluctuations in market prices of certain of our financial instruments. We define interest rate risk as the risk to earnings and equity arising from the behavior of interest rates. These behaviors include increases and decreases in interest rates as well as continuation of the current interest rate environment.
Our interest rate risk principally consists of reprice, option, basis, and yield curve risk. Reprice risk results from differences in the maturity or repricing characteristics of asset and liability portfolios. Option risk arises from embedded options in the investment and loan portfolios such as investment securities calls and loan prepayment options. Option risk also exists since deposit customers may withdraw funds at their discretion in response to general market conditions, competitive alternatives to existing accounts or other factors. The exercise of such options may result in higher costs or lower revenue. Basis risk refers to the potential for changes in the underlying relationship between market rates or indices, which subsequently result in narrowing spreads on interest-earning assets and interest-bearing liabilities. Basis risk also exists in administered rate liabilities, such as interest-bearing checking accounts, savings accounts, and money market accounts where the price sensitivity of such products may vary relative to general markets rates. Yield curve risk refers to adverse consequences of nonparallel shifts in the yield curves of various market indices that impact our assets and liabilities.
We use simulation analysis as a primary method to assess earnings at risk and equity at risk due to assumed changes in interest rates. Management uses the results of its various simulation analyses in combination with other data and observations to formulate strategies designed to maintain interest rate risk within risk tolerances.
Simulation analysis involves the use of several assumptions including, but not limited to, the timing of cash flows such as the terms of contractual agreements, investment security calls, loan prepayment speeds, deposit attrition rates, the interest rate sensitivity of loans and deposits relative to general market rates, and the behavior of interest rates and spreads. The assumptions for loan prepayments, deposit decay, and nonstable deposit balances are derived from models that use historical bank data. These models are independently validated. Equity at risk simulation uses assumptions regarding discount rates that value cash flows. Simulation analysis is highly dependent on model assumptions that may vary from actual outcomes. Key simulation assumptions are subject to sensitivity analysis to assess the impact of assumption changes on earnings at risk and equity at risk. Model assumptions are reviewed by our Assumptions Committee. While the Bank is continuously refining its modeling methodology, the core principles of the methodology have remained stable over for several years.
Earnings at risk is defined as the percentage change in net interest income due to assumed changes in interest rates. Earnings at risk is generally used to assess interest rate risk over relatively short time horizons.
Equity at risk is defined as the percentage change in the net economic value of assets and liabilities due to changes in interest rates compared to a base net economic value. The discounted present value of all cash flows represents our economic value of equity. Equity at risk is generally considered a measure of the long-term interest rate exposures of the balance sheet at a point in time.
The earnings simulation models consider our contractual agreements with regard to investments, loans, deposits, borrowings, and derivatives as well as a number of behavioral assumptions applied to certain assets and liabilities.
Mortgage banking derivatives used in the ordinary course of business consist of forward sales contracts and interest rate lock commitments on residential mortgage loans. These derivatives involve underlying items, such as interest rates, and are designed to mitigate risk. Derivatives are also used to hedge mortgage servicing rights. For additional information see Note 26—Derivative Financial Instruments in the consolidated financial statements.
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From time to time, we execute interest rate swaps to hedge some of our interest rate risks. Under these arrangements, the Company enters into a variable rate loan with a client in addition to a swap agreement. The swap agreement effectively converts the client’s variable rate loan into a fixed rate loan. The Company then enters into a matching swap agreement with a third-party dealer to offset its exposure on the customer swap. The Company may also execute interest rate swap agreements that are not specific to client loans. As of December 31, 2025, the Company had a series of short-term interest rate hedges to address monthly accrual mismatches related to the Company’s ARC program and its transition from LIBOR to SOFR after June 30, 2023. For additional information on these derivatives refer to Note 26—Derivative Financial Instruments in the consolidated financial statements.
Our interest rate risk key indicators are applied to a static balance sheet using forward rates from the Moody’s Baseline Scenario. The Company will also use other rate forecasts, including, but not limited to, Moody’s Consensus Scenario. This Base Case Scenario assumes the maturity composition of asset and liability rollover volumes is modeled to approximately replicate current consolidated balance sheet characteristics throughout the simulation. These treatments are consistent with the Company’s goal of assessing current interest rate risk embedded in its current balance sheet. The Base Case Scenario assumes that maturing or repricing assets and liabilities are replaced at prices referencing forward rates derived from the selected rate forecast consistent with current balance sheet pricing characteristics. Key rate drivers are used to price assets and liabilities with sensitivity assumptions used to price non-maturity deposits. The sensitivity assumptions for the pricing of non-maturity deposits are subjected to sensitivity analysis no less frequently than on an annual basis.
Interest rate shocks are applied to the Base Case on an instantaneous basis. Our policy establishes the use of upward and downward interest rate shocks applied in 100 basis point increments through 400 basis points. We calculate smaller rate shocks as needed. At times, market conditions may result in assumed rate movements that will be deemphasized. For example, during a period of ultra-low interest rates, certain downward rate shocks may be impractical. The model simulation results produced from the Base Case Scenario and related instantaneous shocks for changes in net interest income and changes in the economic value of equity are referred to as the Core Scenario Analysis and constitute the policy key risk indicators for interest rate risk when compared to risk tolerances. As of December 31, 2025, the Company was operating within its interest rate key risk indicator policy limits.
During 2025, the beta assumption applied to deposits increased to reflect changes in deposit mix. From the beginning of the upward rate cycle, our deposit costs increased from five basis points to one hundred and ninety basis points. During that period, the federal funds rate increased 525 basis points, which implies a 35% beta. Management recognizes the difficulty in using historical data to forecast deposit betas in the current environment. For internal purposes, and based on the deposit mix as of December 31, 2025, the total deposit beta assumption was 44.3%. For internal forecasting, management will apply overlays to certain assumptions to adjust for current market conditions rather than use assumptions modeled over longer periods of time.
The following interest rate risk metrics are derived from analysis using the Moody’s Baseline Scenario published in October 2025 as the Base Case Scenario. As of December 31, 2025, the earnings simulations indicated that the year 1 impact of an instantaneous 100 basis point parallel increase / decrease in rates would result in an estimated 1.4% increase (up 100) and 1.9% decrease (down 100) in net interest income.
We use Economic Value of Equity (“EVE”) analysis as an indicator of the extent to which the present value of our capital could change, given potential changes in interest rates. This measure also assumes a static balance sheet (Base Case Scenario) with rate shocks applied as described above. At December 31, 2025, the percentage change in EVE due to a 100-basis point increase or decrease in interest rates was 1.9% decrease and 0.9% increase, respectively. The percentage changes in EVE due to a 200-basis point increase or decrease in interest rates were 4.7% decrease and 0.6% increase, respectively. Downward shocks are constrained on various balance sheet categories due to the inability to price products below floors or zero. This is particularly meaningful given the cost of deposits as of December 31, 2025.
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The analysis below reflects a Base Case and shocked scenarios that assume a static balance sheet projection where volume is added to maintain balances consistent with current levels. Base Case assumes new and repricing volumes reference forward rates derived from the Moody’s Baseline rate forecast. Instantaneous, parallel, and sustained interest rate shocks are applied to the Base Case scenario over a one-year time horizon.
Table 29—Rate Shock Analysis – Net Interest Income
| | | | | |
|---|---|---|---|---|
| Percentage Change in Net Interest Income over One Year | | |||
| Up 300 basis points | | 3.5 | % | |
| Up 200 basis points | | 2.6 | % | |
| Up 100 basis points | | 1.4 | % | |
| Base Case | | — | % | |
| Down 100 basis points | | (1.9) | % | |
| Down 200 basis points | | (4.1) | % | |
| Down 300 basis points | | (7.1) | % | |
Asset Credit Risk and Concentrations
The quality of our interest-earning assets is maintained through our management of certain concentrations of credit risk. We review each individual earning asset including investment securities and loans for credit risk. To facilitate this review, we have established credit and investment policies that include credit limits, documentation, periodic examination, and follow-up. In addition, we examine these portfolios for exposure to concentration in any one industry, government agency, or geographic location.
Deposit Concentrations
At December 31, 2025 and 2024, we have no material concentration of deposits from any single customer or group of customers. We have no significant portion of our deposits concentrated within a single industry or group of related industries. We do not believe there are any material seasonal factors that would have a material adverse effect on us. The total deposit balances held by top 10 and 20 deposit holders were below 6% and 5% of the Company’s average total deposit balances at December 31, 2025 and 2024. We do not have any foreign deposits.
Concentration of Credit Risk
Each category of earning assets has a certain degree of credit risk. We use various techniques to measure credit risk. Credit risk in the investment portfolio can be measured through bond ratings published by independent agencies. In the investment securities portfolio, the investments consist of U.S. government-sponsored entity securities, tax-free securities, or other securities having ratings of “AAA” to “Not Rated”. All securities, with the exception of those that are not rated, were rated by at least one of the nationally recognized statistical rating organizations. The credit risk of the loan portfolio can be measured by historical experience. We maintain our loan portfolio in accordance with credit policies that we have established. Although the Bank has a diversified loan portfolio, a substantial portion of our borrowers’ abilities to honor their contracts is dependent upon economic conditions within our geographic footprint and the surrounding regions. See Concentration of Credit Risk section in Note 1 – Summary of Significant Accounting Policies for further discussion of credit risk concentrations.
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Banking regulators have established guidelines for calculating credit concentrations. Banking regulators set the guidelines for construction, land development and other land loans to total less than 100% of total Tier 1 capital less modified CECL transitional amount plus ACL (CDL concentration ratio) and for total commercial real estate loans (construction, land development and other land loans along with other non-owner-occupied commercial real estate and multifamily loans) to total less than 300% of total Tier 1 capital less modified CECL transitional amount plus ACL (CRE concentration ratio). Both ratios are calculated by dividing certain types of loan balances for each of the two categories by the Bank’s total Tier 1 capital less modified CECL transitional amount plus ACL. At December 31, 2025, the Bank’s CDL concentration ratio was 35.2% and its CRE concentration ratio was 271.8%. At December 31, 2024, the Bank’s CDL concentration ratio was 40.9% and its CRE concentration ratio was 219.6%. As of December 31, 2025 and 2024, the Bank was below the established regulatory guidelines. When a bank’s ratios are in excess of one or both of these loan concentration ratios guidelines, banking regulators generally require an increased level of monitoring in these lending areas by bank management. Therefore, we monitor these two ratios as part of our concentration management processes.
Effect of Inflation and Changing Prices
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, which require the measure of financial position and results of operations in terms of historical dollars, without consideration of changes in the relative purchasing power over time due to inflation. Unlike most other industries, the majority of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates generally have a more significant effect on a financial institution’s performance than does the effect of inflation. Interest rates do not necessarily change in the same magnitude as the prices of goods and services.
While the effect of inflation on banks is normally not as significant as is its influence on those businesses which have large investments in plant and inventories, it does have an effect. During periods of high inflation, there are normally corresponding increases in money supply, and banks will normally experience above average growth in assets, loans and deposits. Also, general increases in the prices of goods and services will result in increased operating expenses. Inflation also affects our Bank’s customers and may result in an indirect effect on our Bank’s business.
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Contractual Obligations
The following table presents payment schedules for certain of our contractual obligations as of December 31, 2025. Long-term debt obligations totaling $696.5 million include trust preferred junior subordinated debt and corporate subordinated debt. Operating and finance lease obligations of $801.6 million and $1.2 million, respectively, pertain to banking facilities. Certain lease agreements include payment of property taxes and insurance and contain various renewal options. Additional information regarding leases is contained in Note 19—Leases of the audited consolidated financial statements.
Table 30—Obligations
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | Less Than | | 1 to 3 | | 3 to 5 | | More Than | |||||
| (Dollars in thousands) | | Total | | 1 Year | | Years | | Years | | 5 Years | ||||||
| Long‑term debt obligations * | | $ | 696,536 | | $ | — | | $ | — | | $ | — | | $ | 696,536 | |
| Finance lease obligations | | | 1,190 | | | 494 | | | 696 | | | — | | | — | |
| Operating lease obligations | | 801,604 | | 57,805 | | 118,751 | | 117,613 | | 507,435 | | |||||
| Total | | $ | 1,499,330 | | $ | 58,299 | | $ | 119,447 | | $ | 117,613 | | $ | 1,203,971 | |
* Represents principal maturities.
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: 0001558370-25-001274.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking Statements
Statements included in this Report, which are not historical in nature are intended to be, and are hereby identified as, forward-looking statements for purposes of the safe harbor provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward looking statements are based on, among other things, management’s beliefs, assumptions, current expectations, estimates and projections about the financial services industry, and the economy. Words and phrases such as “may,” “approximately,” “continue,” “should,” “expects,” “projects,” “anticipates,” “is likely,” “look ahead,” “look forward,” “believes,” “will,” “intends,” “estimates,” “strategy,” “plan,” “could,” “potential,” “possible” and variations of such words and similar expressions are intended to identify such forward-looking statements. We caution readers that forward-looking statements are subject to certain risks, uncertainties and assumptions that are difficult to predict with regard to, among other things, timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results. Such risks, uncertainties and assumptions, include, among others, those risks listed under “Summary of Risk Factors” starting on page 23 of this Report.
For any forward-looking statements made in this Report or in any documents incorporated by reference into this Report, we claim the protection of the safe harbor for forward looking statements contained in the Private Securities Litigation Reform Act of 1995. All forward-looking statements speak only as of the date they are made and are based on information available at that time. We do not undertake any obligation to update or otherwise revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements. All subsequent written and oral forward-looking statements by us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.
Additional information with respect to factors that may cause actual results to differ materially from those contemplated by our forward looking statements may also be included in other reports that we file with the SEC. We caution that the foregoing list of risk factors is not exclusive and not to place undue reliance on forward looking statements.
Introduction
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) describes SouthState Corporation and its subsidiary’s results of operations for the year ended December 31, 2024 as compared to the year ended December 31, 2023, and also analyzes our financial condition as of December 31, 2024 as compared to December 31, 2023. Like most banking institutions, we derive most of our income from interest we receive on our loans and investments. Our primary source of funds for making these loans and investments is our deposits, on most of which we pay interest. Consequently, one of the key measures of our success is the amount of net interest income, or the difference between the income on our interest-earning assets, such as loans and investments, and the expense on our interest-bearing liabilities, such as deposits. Another key measure is the spread between the yield we earn on these interest-earning assets and the rate we pay on our interest-bearing liabilities.
There are risks inherent in all loans, so we maintain an allowance for credit losses to absorb our estimate of probable losses on existing loans that may become uncollectible. We establish and maintain this allowance by recording a provision or recovery for credit losses against our earnings. In the following section, we have included a detailed discussion of this process.
In addition to earning interest on our loans and investments, we earn income through fees and other services we charge to our customers. We incur costs in addition to interest expense on deposits and other borrowings, the largest of which is salaries and employee benefits. We describe the various components of this noninterest income and noninterest expense in the following discussion.
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The following section also identifies significant factors that have affected our financial position and operating results during the periods included in the accompanying financial statements. We encourage you to read this discussion and analysis in conjunction with the financial statements and the related notes and the other information included in this Report.
Overview
SouthState Corporation is a financial holding company headquartered in Winter Haven, Florida, and was incorporated under the laws of South Carolina in 1985. We provide a wide range of banking services and products to our customers through our Bank. The Bank operates SouthState|Duncan-Williams Securities Corp. (“SouthState|Duncan-Williams”), a registered broker-dealer headquartered in Memphis, Tennessee that serves primarily institutional clients across the U.S. in the fixed income business. The Bank also operates SouthState Advisory, Inc., a wholly-owned registered investment advisor. The Bank, through its Corporate Billing Division, provides factoring, invoicing, collection and accounts receivable management services to transportation companies and automotive parts and service providers nationwide. In 2023, the Bank formed SSB First Street Corporation, an investment subsidiary headquartered in Wilmington, Delaware, to hold tax-exempt municipal investment securities as part of the Bank’s investment portfolio. The holding company also owns SSB Insurance Corp., a captive insurance subsidiary pursuant to Section 831(b) of the U.S. Tax Code.
At December 31, 2024, we had $46.4 billion in assets and 5,100 full-time equivalent employees. Through our Bank branches, ATMs and online banking platforms, we provide our customers with a wide range of financial products and services, through a six (6) state footprint in Alabama, Florida, Georgia, North Carolina, South Carolina and Virginia. These financial products and services include deposit accounts such as checking accounts, savings and time deposits of various types, safe deposit boxes, bank money orders, wire transfer and ACH services, brokerage services and alternative investment products such as annuities and mutual funds, trust and asset management services, loans of all types, including business loans, agriculture loans, real estate-secured (mortgage) loans, personal use loans, home improvement loans, automobile loans, manufactured housing loans, boat loans, credit cards, letters of credit, home equity lines of credit, treasury management services, and merchant services.
We also operate a correspondent banking and capital markets division within our national bank subsidiary, of which the majority of its bond salesmen, traders and operational personnel are housed in facilities located in Atlanta, Georgia, Memphis, Tennessee, Walnut Creek, California, and Birmingham, Alabama. This division’s primary revenue generating activities are related to its capital markets division, which includes commissions earned on fixed income security sales, fees from hedging services, loan brokerage fees and consulting fees for services related to these activities; and its correspondent banking division, which includes spread income earned on correspondent bank deposits (i.e., federal funds purchased) and correspondent bank checking account deposits and fees from safe-keeping activities, bond accounting services for correspondents, asset/liability consulting related activities, international wires, and other clearing and corporate checking account services.
We earned net income of $534.8 million, or $6.97 diluted earnings per share (“EPS”), during 2024 compared to net income of $494.3 million, or $6.46 diluted EPS, in 2023. Net income available to the common shareholders was up $40.5 million, or 8.2%, in 2024 compared to 2023. For further discussion of the Company’s results of operations for the year ended December 31, 2024 as compared to the year ended December 31, 2023, see Results of Operations section of this MD&A starting on page 68.
At December 31, 2024, we had total assets of approximately $46.4 billion compared to approximately $44.9 billion at December 31, 2023. See the Financial Condition section of this MD&A starting on page 77 for a more detailed description of the change in our balance sheet.
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Our overall asset quality results remained strong during the year. Net charge offs as a percentage of average loans decreased to 0.06% compared to 0.08% for the year ended December 31, 2023. The total nonperforming assets (“NPAs”) increased by $29.2 million to $213.4 million at December 31, 2024 from $184.1 million at December 31, 2023. Non-acquired NPAs increased $24.0 million to $146.5 million at December 31, 2024 from $122.5 million at December 31, 2023, which was related to an increase in non-acquired nonperforming loans of $23.5 million. Non-acquired OREO and other NPAs increased by $471,000 to $1.2 million as of December 31, 2024 compared to $711,000 as of December 31, 2023. Acquired NPAs increased $5.3 million to $66.9 million at December 31, 2024 from $61.6 million at December 31, 2023. Acquired nonperforming loans increased $4.4 million and acquired OREO and other nonperforming assets increased $871,000. Total NPAs as a percentage of total assets increased 5 basis points to 0.46% at December 31, 2024 compared to 0.41% at December 31, 2023. We continue to experience solid and stable asset quality numbers and ratios in 2024.
Our efficiency ratio was 56.9% for the year ended December 31, 2024 compared to 55.5% for the same period in 2023. The increase of our efficiency ratio was due to both a $6.9 million increase in noninterest expense and a $21.8 million decrease in total net interest income and noninterest income. The increase in noninterest expense was mainly due to an increase in salaries and employee benefits of $23.5 million, an increase in information service expense of $7.7 million, and an increase in merger, branch consolidation, severance related and other expense of $7.0 million, offset by a decrease in the FDIC special assessment expense of $21.8 million, a decrease in amortization of intangible of $5.2 million, and a decrease in other noninterest expense of $4.9 million in 2024. The decrease in total net interest income and noninterest income was due to a decline in net interest income of $37.2 million as the increase in interest expense exceeded the increase in interest income, as deposits repriced in the higher interest rate environment, along with deposits moving to higher costing money market accounts and interest-bearing checking accounts from noninterest-bearing checking accounts and savings accounts during 2024.
We continue to remain well-capitalized with a total risk-based capital ratio of 15.0% and a Tier 1 leverage ratio of 10.0%, as of December 31, 2024, compared to 14.1% and 9.4%, respectively, at December 31, 2023. The improvement in the total risk-based capital ratio was mainly due to total risk-based capital increasing 8.2% with the increase in equity resulting from net income of $534.8 million recognized in 2024, along with the increase in the allowance for credit losses and unfunded commitments of $20.1 million includable in Tier 2 capital. Total risk-weighted assets increased $657.1 million, or 1.9%, in 2024. The improvement in the Tier 1 leverage ratio was due to the increase in Tier 1 capital of 9.3% with the increase in equity resulting from net income of $534.8 million recognized in 2024. Regulatory average assets used to calculate the Tier 1 leverage ratio increased $1.1 billion, or 2.6%, in 2024. We believe our current capital ratios position us well to grow both organically and through certain strategic opportunities. For further discussion of the Company’s financial condition as of December 31, 2024 compared to December 31, 2023, see Financial Condition section of this MD&A starting on page 77.
Recent Events
Independent Bank Group, Inc. (“Independent”) Merger
On January 1, 2025, the Company acquired all of the outstanding common stock of Independent, a Texas-based corporation, the bank holding company for Independent Bank, in a stock transaction. Pursuant to the Merger Agreement, shareholders of Independent received 0.60 shares of the Company’s common stock in exchange for each share of Independent stock resulting in the Company issuing 24,858,731 shares of its common stock. In total, the purchase price for Independent was $2.5 billion.
Sale-leaseback Transaction
On January 8, 2025, the Bank entered into an agreement for the purchase and sale of real property (the “Sale Agreement”) with entities affiliated with Blue Owl Real Estate Capital LLC (“Blue Owl”), providing for the sale to entities affiliated with Blue Owl of certain bank branch properties owned and operated by the Bank. The branch properties are located in Alabama, Florida, Georgia, North Carolina, South Carolina and Virginia. Under the Sale Agreement, the Bank has agreed, concurrently with the closing of the sale of the branches, to enter into triple net lease agreements (the “Lease Agreements”) with entities affiliated with Blue Owl, pursuant to which the Bank will lease each of the Branches (the “Sale-leaseback Transaction”). The Company expects the Sale-leaseback Transaction to close in the first quarter of 2025 and is subject to Blue Owl performing satisfactory due diligence on the branches.
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Capital Management
On February 11, 2025, the Company received Federal Reserve Board’s supervisory nonobjection on the 2025 stock repurchase program (the “2025 Repurchase Program”), which was previously approved by the Board of Directors of the Company, contingent upon receipt of such supervisory nonobjection. The 2025 Repurchase Program authorizes the Company to repurchase up to 3,000,000 shares, or up to approximately three percent, of the Company’s outstanding shares of common stock as of January 2, 2025. See accompanying with Note 30 – Subsequent Events to our audited consolidated financial statements.
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared based on the application of accounting policies in accordance with generally accepted accounting principles (“GAAP”) and follow general practices within the banking industry. Our financial position and results of operations are affected by management’s application of accounting policies, including estimates, assumptions and judgments made to arrive at the carrying value of assets and liabilities and amounts reported for revenues and expenses. Differences in the application of these policies could result in material changes in our consolidated financial position and consolidated results of operations and related disclosures. Understanding our accounting policies is fundamental to understanding our consolidated financial position and consolidated results of operations. Accordingly, our significant accounting policies and changes in accounting principles and effects of new accounting pronouncements are discussed in Note 1—Summary of Significant Accounting Policies of our audited consolidated financial statements.
The following is a summary of our critical accounting policies that are highly dependent on estimates, assumptions and judgments.
Business Combinations
We account for 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. ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires us to record purchased financial assets with credit deterioration (PCD assets), defined as a more-than-insignificant deterioration in credit quality since origination or issuance, at the purchase price plus the allowance for credit losses expected at the time of acquisition. Under this method, there is no provision for credit losses affecting net income on acquisition of PCD assets. Changes in estimates of expected credit losses after acquisition are recognized as provision for credit loss expense (or recovery of credit losses) in subsequent periods as they arise. Any non-credit discount or premium resulting from acquiring a pool of purchased financial assets with credit deterioration shall be allocated to each individual asset. At the acquisition date, the initial allowance for credit losses determined on a collective basis shall be allocated to individual assets to appropriately allocate any non-credit discount or premium. The non-credit discount or premium, after the adjustment for the allowance for credit losses, shall be accreted into interest income using the interest method based on the effective interest rate determined after the adjustment for credit losses at the adoption date.
A purchased financial asset that does not qualify as a PCD asset is accounted for similar to an originated financial asset. Generally, this means that an entity recognizes the allowance for credit losses for non-PCD assets through net income at the time of acquisition. In addition, both the credit discount and non-credit discount or premium resulting from acquiring a pool of purchased financial assets that do not qualify as PCD assets shall be allocated to each individual asset. This combined discount or premium shall be accreted into interest income using the effective yield method.
For further discussion of our loan accounting and acquisitions, see Note 1—Summary of Significant Accounting Policies, Note 2—Mergers and Acquisitions, Note 4—Loans and Note 5—Allowance for Credit Losses to the audited consolidated financial statements.
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Allowance for Credit Losses or ACL
The ACL reflects management’s estimate of the portion of the amortized cost of loans and unfunded commitments that it does not expect to collect. Management has a methodology determining its ACL for loans held for investment and certain off-balance-sheet credit exposures. Management considers the effects of past events, current conditions, and reasonable and supportable forecasts on the collectability of the loan portfolio. The Company’s estimate of its ACL involves a high degree of judgment; therefore, management’s process for determining expected credit losses may result in a range of expected credit losses. It is possible that others, given the same information, may at any point in time reach a different reasonable conclusion. The Company’s ACL recorded on the balance sheet reflects management’s best estimate within the range of expected credit losses. The Company recognizes in net income the amount needed to adjust the ACL for management’s current estimate of expected credit losses. See Note 1—Summary of Significant Accounting Policies for further detailed descriptions of our estimation process and methodology related to the ACL. See also Note 5—Allowance for Credit Losses and “Provision for Credit Losses” in this MD&A.
One of the most significant judgments influencing the ACL is the macroeconomic forecasts from the third-party service provider. Changes in the economic forecasts may significantly affect the estimated credit losses which may potentially lead to materially different quantitatively modeled allowance levels from one reporting period to the next. Given the dynamic relationship between macroeconomic variables, it is difficult to estimate the impact of a change in any one individual variable on the ACL. SouthState uses a third-party service provider to support the economic forecast assumptions under CECL forecast by providing various levels of economic scenarios. These scenarios are weighted in accordance with management assessment of scenarios as well as expectations of the general market and industry conditions. To illustrate the sensitivity of these scenarios, if a 100% probability weighting was applied to the adverse scenario rather than using the probability-weighted three scenario approach, this would result in an increase in the ACL by approximately $224 million. Conversely, if a 100% probability weighting was applied to the upside scenario, this would result in a decrease in the ACL by approximately $104 million. The adverse scenario includes assumptions including, but not limited to, rising unemployment consistent with a recession, high levels of inflation and weakened consumer and business spending, elevated interest rates, tightening credit, widening Federal deficit, and continued geopolitical tensions. Conversely, the upside scenario includes assumptions such as a stronger domestic economy, swift resolution of international conflicts and strengthening global economy, more than full employment, reduced political tensions, and other favorable assumptions. This sensitivity analysis and related impact on the ACL is a hypothetical analysis and is not intended to represent management’s judgments at December 31, 2024.
Goodwill and Other Intangible Assets
Goodwill represents the excess of the purchase price over the sum of the estimated fair values of the tangible and identifiable intangible assets acquired less the estimated fair value of the liabilities assumed in a business combination. As of December 31, 2024 and 2023, the balance of goodwill was $1.9 billion. Goodwill has an indefinite useful life and is evaluated for impairment annually or more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the asset’s fair value.
Under the ASU Topic 350, if a reporting unit’s carrying amount exceeds its fair value, an entity will record an impairment charge based on the difference. The impairment charge will be limited to the amount of goodwill allocated to the reporting unit. An entity is able to perform an optional qualitative goodwill impairment assessment before proceeding to the quantitative step of determining whether the reporting unit’s carrying amount exceeds it fair value.
We evaluated the carrying value of goodwill as of October 31, 2024, our annual test date, and determined that no impairment charge was necessary as the fair value of the entity exceeded the carrying value. We will continue to monitor the impact of current economic conditions and other events on the Company’s business, operating results, cash flows and financial condition. If the current economic conditions and other events were to deteriorate and our stock price falls below current levels, we will have to reevaluate the impact on our financial condition and potential impairment of goodwill.
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Core deposit intangibles and client list intangibles consist primarily of amortizing assets established during the acquisition of other banks. This includes whole bank acquisitions and the acquisition of certain assets and liabilities from other financial institutions. Core deposit intangibles represent the estimated value of long-term deposit relationships acquired in these transactions. Client list intangibles represent the value of long-term client relationships for the correspondent banking and wealth and trust management business. These costs are amortized over the estimated useful lives, such as deposit accounts in the case of core deposit intangible, on a method that we believe reasonably approximates the anticipated benefit stream from this intangible. The estimated useful lives are periodically reviewed for reasonableness.
Income Taxes and Deferred Tax Assets
Income taxes are provided for the tax effects of the transactions reported in our consolidated financial statements and consist of taxes currently due plus deferred taxes related to differences between the tax basis and accounting basis of certain assets and liabilities. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred tax assets and liabilities are reflected at income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled. The Company determines the realization of deferred tax assets by considering all positive and negative evidence available, including the impact of recent operating results, future reversals of taxable temporary differences, future taxable income exclusive of reversing temporary differences and carryforwards and tax planning strategies. Determining whether deferred tax assets are realizable is subjective and requires the use of significant judgment. A valuation allowance is provided when it is more-likely-than-not that some portion of the deferred tax asset will not be realized. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. The Company and its subsidiaries file a consolidated federal income tax return. Additionally, income tax returns are filed by the Company or its subsidiaries in various state and local jurisdictions based on the Company’s footprint. The tax laws and regulations in each jurisdiction are complex and may be subject to different interpretations by the Company and the relevant taxing authorities. Therefore, the Company is required to exercise judgment in determining tax accruals and evaluating the Company’s tax positions, including evaluating uncertain tax positions. See Note 1—Summary of Significant Accounting Policies and Note 11—Income Taxes to the consolidated financial statements for further details and discussion.
Recent Accounting Standards and Pronouncements
For information relating to recent accounting standards and pronouncements, see Note 1 to our audited consolidated financial statements entitled “Summary of Significant Accounting Policies.”
Results of Operations
Consolidated net income available to common shareholders increased by $40.5 million, or 8.2%, to $534.8 million for the year ended December 31, 2024 compared to $494.3 million for the year ended December 31, 2023. Below are key highlights of our results of operations during 2024:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | A $197.0 million increase in interest income, resulting from a $209.4 million increase in interest income from loans and loans held for sale, offset by a $8.0 million decrease in interest income from investment securities, and a $4.5 million decrease in interest income on federal funds sold, securities purchased under agreement to resell and interest-bearing deposits. The increase in interest income in loans was due to 33 basis point increase in loan yields as loans continued to reprice higher during 2024 from the comparatively lower rate environment than in 2022 and in 2023. The increase in interest income from loans is also due to the increase in the average balance of non-acquired loans of $3.1 billion through organic loan growth of loans held for investment and acquired loans renewing. The Federal Reserve Bank decreased its federal funds rate by 100 basis points for the first time since early 2022. However, the rate cuts occurred during the third and fourth quarters of 2024, the first 50 basis-point rate cut in mid-September 2024, followed by two additional cuts of 25 basis-point each, one in early November 2024 and the other in mid-December 2024. The decline in interest income from investment securities was mainly due to the decline in average balance of $578.7 million. The rate cuts in 2024 were the primary driver of the 44-basis point yield decline in securities purchased under agreement to resell and interest-bearing deposits; |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | A $234.1 million increase in interest expense, primarily resulted from a $231.6 million increase in interest expense from deposits, a $3.2 million increase in interest expense from federal funds purchased, and a $1.5 million increase in interest expense in securities sold under agreements to repurchase, offset by a $2.4 million decrease in interest expense from other borrowings. The increase in interest expense from deposits was due to deposits repricing in the comparatively higher interest rate environment during 2024 along with growth in money market and time deposits which generally have higher rates than other deposits. The average cost of deposits, excluding noninterest-bearing deposits, increased by 73 basis points compared to 2023; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | A $98.1 million decrease in the provision for credit losses, as the Company recorded a provision for credit losses of $16.0 million in 2024 compared to $114.1 million in 2023. During 2024, we recorded a lower provision for credit losses as economic forecasts improved with inflation moderating and interest rates declining during the current period; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | A $15.4 million increase in noninterest income, which resulted primarily due to an increase in mortgage banking income of $6.7 million, an increase in trust and investment services income of $6.0 million, an increase in other noninterest income of $6.0 million, an increase in debit, prepaid, ATM and merchant card related income of $4.0 million, an increase in bank owned life insurance of $3.8 million, and an increase in fees on deposit accounts of $3.1 million. These increases were offset by a decline in correspondent banking and capital market income of $16.5 million (See Noninterest Income section on page 73 for further discussion); |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | A $6.9 million increase in noninterest expense, resulted primarily from a $23.5 million increase in salaries and employee benefits expense, a $7.7 million increase information services expenses, a $7.0 million increase in merger, branch consolidation, severance related and other expense, and a $3.0 million increase in OREO expense and loan related expense. These increases were offset by a $21.8 million decrease in FDIC assessment and other regulatory charges, a $5.2 million decrease in amortization expense of intangible assets, a $4.4 million decrease in other noninterest expense, and a $2.1 million decrease in professional fees (See Noninterest Expense section on page 75 for further discussion); and |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Higher income tax provision of $28.9 primarily due to the change in pre-tax book income between the two years. The Company recorded pre-tax book income of $700.2 million in 2024 compared to pre-tax book income of $630.9 million in 2023. The increase was also due to the effects of the Company adopting ASU 2023-02 in the first quarter of 2024 whereby it applied the proportional amortization method of accounting related to its low-income housing tax credits partnerships (“LIHTC”). With the adoption of ASU 2023-02, the amortization of the LIHTCs is now recorded within Provision for Income Taxes rather than Other Noninterest Expense on the Consolidated Statements of Income. LIHTC amortization totaled $14.4 million during 2024. The change in the accounting method, in addition to other items recorded during the year, increased our effective tax rate for 2024 compared to 2023. The Company’s effective tax rate was 23.63% for the year ended December 31, 2024 compared to 21.64% for the year ended December 31, 2023. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Basic earnings per common share increased 7.8% to $7.01 in 2024, from $6.50 in 2023 and increased 5.4% from $6.65 in 2022. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Diluted earnings per common share increased 7.9% to $6.97 in 2024, from $6.46 in 2023, and increased 5.6% from $6.60 in 2022. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Return on average assets was 1.17% in 2024, an increase compared to 1.11% in 2023, and a slight decrease in 2023 compared to 1.12% in 2022. The increase in 2024 compared to 2023 resulted from the increase in net income of $40.5 million, or 8.2%, to $534.8 million being greater than the increase in total average assets of $981.1 million, or 2.2%, to $45.6 billion in 2024. The increase in 2023 compared to 2022 was driven by both the increase in total average assets along with the decrease in net income. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Return on average common shareholders’ equity increased to 9.41% in 2024, compared to 9.37% in 2023, and decreased in 2023 from 9.84% in 2022. The increase in 2024 compared to 2023 was due to the increase in net income by 8.2%, or $40.5 million, to $534.8 million was greater than the growth in average common shareholders’ equity of 7.7%, or $408.6 million. The decrease in 2023 compared to 2022 was driven by the growth in average common shareholders’ equity and decline in net income. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Our dividend payout ratio was 30.22% for 2024 compared with 31.34% in 2023 and 29.54% in 2022. The decrease in the dividend payout ratio in 2024 compared to 2023 was due to the increase in net income available to common shareholders of 8.2%, or $40.5 million, exceeded the increase in total dividends paid during 2024 of 4.3%, or $6.7 million. The increase in the dividend payout ratio in 2023 compared to 2022 was due to the increase in total dividends paid during 2023 of 5.8%, or $8.4 million, while the net income available to common shareholders decreased 0.4%, or $1.7 million. |
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Net Interest Income
Net interest income is the largest component of our net income. Net interest income is the difference between income earned on interest-earning assets and interest paid on deposits and borrowings. Net interest income is determined by the yields earned on interest-earning assets, rates paid on interest-bearing liabilities, the relative balances of interest-earning assets and interest-bearing liabilities, the degree of mismatch, and the maturity and repricing characteristics of interest-earning assets and interest-bearing liabilities. Net interest income divided by average interest-earning assets represents our net interest margin.
The Federal Reserve implemented a total rate cut of 100 basis-point, beginning with a 50 basis-point reduction in mid-September 2024. This was followed by two additional cuts of 25 basis-point each, one in early November 2024 and the other in mid-December 2024. These rate cuts came after a series of rate hikes that began in March 2022, resulting in a target range of 4.25% to 4.50% at December 31, 2024. As the rate reductions occurred during the later part of the year 2024, the Company operated in a comparatively higher rate environment in 2024 compared to 2023.
2024 compared to 2023
Net interest income and net interest margin are highlighted for the year ended December 31, 2024, compared to 2023:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The non-tax equivalent and the Tax Equivalent (“TE”) net interest margin decreased by 19 basis points and 20 basis points, respectively, in 2024 compared to 2023. The net interest margin decreased primarily due to the increase in the cost of interest-bearing liabilities of 70 basis points outweighing the increase in the yield on interest earning assets of 33 basis points. The increase in the cost of interest-bearing liabilities lagged the increase in yield on interest-earning assets during the rising interest rate cycle but accelerated during latter half of 2023 and into 2024. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Overall, our yield on interest-earning assets in 2024 increased 33 basis points from 2023, primarily due to higher yields on a majority of interest-earning assets, including loans held for investment, investments securities, and loans held for sale, as the Federal Reserve Bank interest rate hikes during 2023 and 2024 continue to impact these rates. Our net interest margin benefitted from higher yields on loans held for investment of 33 basis points and an increase in the average balance of $1.7 billion, as this loan category is our highest yielding loan category. This increase was offset by a decline in the average balances of investment securities of $578.7 million. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | The average cost of interest-bearing liabilities in 2024 compared to 2023 increased 70 basis points. This increase was driven by the effects from the relatively higher rate environment on the repricing of all deposit accounts, federal funds purchased, securities purchased with agreement to repurchase, and trust preferred corporate debt. The average cost of interest-bearing deposits increased 73 basis points as the cost increase occurred across all deposit categories as a result of the higher rate environment and a change in the deposit mix. Our deposits have shifted from lower-costing savings and transaction accounts to higher-costing money market accounts as the depositors have sought higher yields. The average cost of securities sold with agreements to repurchase and federal funds purchased increased by 80 basis points and 13 basis points, respectively, while the average cost of corporate and subordinated debentures increased by 7 basis points. Other borrowings, consisting of FHLB advances had an average cost of 5.55% during 2024 compared to 5.08% during 2023. Our overall cost of funds, including noninterest-bearing deposits, was 1.88% for the year 2024, compared to 1.30% for the year 2023. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Our net interest income decreased by $37.2 million, or 2.6%, to $1.4 billion during 2024 compared to 2023, as our interest expense increased $234.1 million while interest income increased $197.0 million. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Our interest income increased by $197.0 million led by higher non-acquired loan interest income of $283.5 million due to a higher average balance of $3.1 billion, and a higher yield of 43 basis points. Interest income on loans held for sale increased by $4.7 million due to a higher average balance of $69.1 million. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | These increases in interest income were partially offset by lower interest income on acquired loans of $78.7 million, investment securities of $8.0 million, and lower interest income on federal funds sold and repurchase agreements of $4.5 million. Contributing to this reduction are lower average balances of $1.4 billion, $578.7 million and $18.2 million in acquired loans, investment securities and federal funds sold and repurchase agreements, respectively. The effects from the decline in average balances were partially offset by the increases in yields of 10 basis points on acquired loans and 8 basis points on loans held for sale. |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Our interest expense increased by of $234.1 million in 2024 compared to 2023, due primarily to an increase in interest expense on interest-bearing deposits of $231.6 million, which was attributable to an increase in the average cost of 73 basis points, and an increase in the average balances of $2.0 billion. As noted above, the increase in expense on interest-bearing deposit was significantly impacted by the change in mix from lower costing savings and transaction deposit accounts to higher costing money market and certificate and other time deposit accounts as customer sought higher yields and competition for these deposits increased during 2024. Interest expense on federal funds purchased, repurchase agreements and corporate and subordinated debentures increased $3.2 million, $1.5 million, and $257,000, respectively, due to increases in the average costs of 13 basis points, 80 basis points, and 7 basis points, respectively. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | During 2024, we recorded lower interest expense related to other borrowings of $2.4 million, due to a decrease in the average balance of $63.8 million. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average interest-earning assets increased $1.2 billion, or 3.0%, to $41.3 billion in 2024 compared to 2023. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | The increase in the average balance on non-acquired loan portfolio of $3.1 billion was due to organic growth and renewals of matured acquired loans that are moved to our non-acquired loan portfolio. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | The increase in the average balance of loans held for sale of $69.1 million was primarily due to the SBA loans purchased from third-party originators in 2024. The Company began purchasing and pooling the guaranteed portion of SBA loans during the third quarter of 2024. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | The decrease in the average balance on the acquired loan portfolio of $1.4 billion was due to paydowns, pay-offs and renewals of acquired loans that are moved to our non-acquired loan portfolio. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | The average balance in investment securities decreased by $578.7 million. The decrease in average was primarily a result of maturities, calls and paydowns on available for sale and held to maturity securities of $511.6 million, and $228.5 million, respectively, during the year, along with sales of available for sale securities of $2.0 million. In addition, the unrealized gain/loss position on available for sale securities decreased $32.0 million. These decreases were partially offset by purchases of available for sale securities of $96.8 million. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | The average balance on federal funds sold, securities purchased under agreements to resell and other interest earning deposits decreased $18.2 million. The average balance was lower in 2024 as the Company used liquidity to fund loan growth. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average interest-bearing liabilities increased $2.0 billion, or 7.6%, to $28.0 billion in 2024 compared to 2023 |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | The average balance of interest-bearing deposits increased $2.0 billion primarily due to increases in money market and time deposit accounts of $2.6 billion and $352.6 million, respectively. These increases were offset by decreases in the average balance of transaction and savings accounts of $469.3 million and $468.0 million, respectively. During 2024, as customers sought higher yields driving the increased balances in money market and tine deposit accounts that have higher rates. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | The average balance of federal funds purchased increased $55.4 million and repurchase agreements decreased $50.2 million. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | The average balance of other borrowings decreased by $63.8 million. The Company utilized short-term FHLB advance throughout 2023 and until the third quarter of 2024 as deposits markets became more competitive. All of the outstanding balance was subsequently paid-off during the fourth quarter of 2024. |
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Table 1—Yields on Average Interest-Earning Assets and Rates on Average Interest-Bearing Liabilities
| | | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, | |||||||||||||||||||||||
| | | 2024 | | 2023 | | 2022 | |||||||||||||||||||
| | | | | | Interest | | Average | | | | | Interest | | Average | | | | | Interest | | Average | ||||
| | | Average | | Earned/ | | Yield/ | | Average | | Earned/ | | Yield/ | | Average | | Earned/ | | Yield/ | |||||||
| (Dollars in thousands) | Balance | Paid | Rate | Balance | Paid | Rate | Balance | Paid | Rate | ||||||||||||||||
| Assets | | | | | | | | | | | | | | | | | | | | | | | | | |
| Interest‑earning assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
| Non‑acquired loans, net of unearned income (1) | | $ | 27,920,075 | | $ | 1,595,916 | 5.72 | % | $ | 24,813,599 | | $ | 1,312,452 | 5.29 | % | $ | 19,094,680 | | $ | 769,766 | 4.03 | % | |||
| Acquired loans, net | | 5,212,144 | | 323,225 | 6.20 | % | 6,589,692 | | 401,914 | 6.10 | % | 8,361,454 | | 405,578 | 4.85 | % | |||||||||
| Loans held for sale | | 99,857 | | 6,697 | 6.71 | % | 30,740 | | 2,039 | 6.63 | % | 64,684 | | 2,682 | 4.15 | % | |||||||||
| Investment securities (2): | | | | | | | | | | | | | | | | | | | | | | | | | |
| Taxable | | 6,435,688 | | 155,470 | 2.42 | % | 7,014,604 | | 162,907 | 2.32 | % | 7,569,603 | | 149,790 | 1.98 | % | |||||||||
| Tax‑exempt | | 813,960 | | 22,928 | 2.82 | % | 813,695 | | 23,455 | 2.88 | % | 874,255 | | 22,361 | 2.56 | % | |||||||||
| Federal funds sold and securities purchased under agreements to resell and time deposits | | 817,853 | | 37,126 | 4.54 | % | 836,068 | | 41,639 | 4.98 | % | 3,917,233 | | 46,848 | 1.20 | % | |||||||||
| Total interest‑earning assets | | 41,299,577 | | 2,141,362 | 5.18 | % | 40,098,398 | | 1,944,406 | 4.85 | % | 39,881,909 | | 1,397,025 | 3.50 | % | |||||||||
| Noninterest‑earning assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cash and due from banks | | 437,084 | | | | | | | 471,418 | | | | | | | 550,733 | | | | | | | |||
| Other assets | | 4,366,169 | | | | | | | 4,486,196 | | | | | | | 4,361,927 | | | | | | | |||
| Allowance for loan losses | | (465,809) | | | | | | | (400,051) | | | | | | | (314,094) | | | | | | | |||
| Total noninterest‑earning assets | | 4,337,444 | | | | | | | 4,557,563 | | | | | | | 4,598,566 | | | | | | | |||
| Total assets | | $ | 45,637,021 | | | | | | | $ | 44,655,961 | | | | | | | $ | 44,480,475 | | | | | | |
| Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
| Interest‑bearing liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
| Deposits | | | | | | | | | | | | | | | | | | | | | | | | | |
| Transaction and money market accounts | | $ | 19,991,510 | | $ | 488,865 | 2.45 | % | $ | 17,843,581 | | $ | 307,692 | 1.72 | % | $ | 17,515,277 | | $ | 27,408 | 0.16 | % | |||
| Savings deposits | | 2,493,636 | | 7,282 | 0.29 | % | 2,961,654 | | 7,514 | 0.25 | % | 3,529,142 | | 1,781 | 0.05 | % | |||||||||
| Certificates and other time deposits | | 4,394,644 | | 175,678 | 4.00 | % | 4,042,052 | | 125,051 | 3.09 | % | 2,673,000 | | 7,795 | 0.29 | % | |||||||||
| Federal funds purchased | | 281,031 | | 14,646 | 5.21 | % | 225,642 | | 11,457 | 5.08 | % | 278,251 | | 3,744 | 1.35 | % | |||||||||
| Securities sold with agreements to repurchase | | | 267,713 | | | 5,622 | | 2.10 | % | | 317,879 | | | 4,132 | | 1.30 | % | | 395,141 | | | 759 | | 0.19 | % |
| Corporate and subordinated debentures | | | 391,729 | | | 23,874 | | 6.09 | % | | 392,099 | | | 23,617 | | 6.02 | % | | 386,154 | | | 19,294 | | 5.00 | % |
| Other borrowings | | 179,235 | | 9,941 | 5.55 | % | 243,014 | | 12,335 | 5.08 | % | 10,959 | | 573 | 5.23 | % | |||||||||
| Total interest‑bearing liabilities | | 27,999,498 | | 725,908 | 2.59 | % | 26,025,921 | | 491,798 | 1.89 | % | 24,787,924 | | 61,354 | 0.25 | % | |||||||||
| Noninterest‑bearing liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
| Noninterest‑bearing deposits | | 10,515,850 | | | | | | | 11,777,053 | | | | | | | 13,481,876 | | | | | | | |||
| Other liabilities | | 1,435,705 | | | | | | | 1,575,621 | | | | | | | 1,170,394 | | | | | | | |||
| Total noninterest‑bearing liabilities | | 11,951,555 | | | | | | | 13,352,674 | | | | | | | 14,652,270 | | | | | | | |||
| Shareholders’ equity | | 5,685,968 | | | | | | | 5,277,366 | | | | | | | 5,040,281 | | | | | | | |||
| Total noninterest‑bearing liabilities and shareholders’ equity | | 17,637,523 | | | | | | | 18,630,040 | | | | | | | 19,692,551 | | | | | | | |||
| Total liabilities and shareholders’ equity | | $ | 45,637,021 | | | | | | | $ | 44,655,961 | | | | | | | $ | 44,480,475 | | | | | | |
| Net interest spread | | | | | | | 2.59 | % | | | | | | 2.96 | % | | | | | | 3.25 | % | |||
| Net interest income and margin (non‑taxable equivalent) | | | | | $ | 1,415,454 | 3.43 | % | | | | $ | 1,452,608 | 3.62 | % | | | | $ | 1,335,671 | 3.35 | % | |||
| TEFRA (included in net interest margin, tax equivalent) | | | | | | 2,192 | | | | | | | | 3,023 | | | | | | | | 8,876 | | | |
| Net interest income and margin (taxable equivalent) | | | | | $ | 1,417,646 | 3.43 | % | | | | $ | 1,455,631 | 3.63 | % | | | | $ | 1,344,547 | 3.37 | % | |||
| Total Deposit Cost (without corporate and subordinated debentures and other borrowings) | | | | | | | | 1.80 | % | | | | | | | 1.20 | % | | | | | | | 0.10 | % |
| Overall Cost of Funds (including interest-bearing deposits) | | | | | | | 1.88 | % | | | | | | 1.30 | % | | | | | | 0.16 | % |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (1) | Nonaccrual loans are included in the above analysis. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (2) | Investment securities (taxable and tax-exempt) include trading securities. |
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Table 2—Volume and Rate Variance Analysis
| | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | 2024 Compared to 2023 | | 2023 Compared to 2022 | |||||||||||||||
| | | Increase (Decrease) due to | | Increase (Decrease) due to | |||||||||||||||
| (Dollars in thousands) | Volume (1) | Rate (1) | Total | Volume(1) | Rate(1) | Total | |||||||||||||
| Interest income on: | | | | | | | | | | | | | | | | | | | |
| Non‑acquired loans, net of unearned income (2) | | $ | 164,309 | | $ | 119,155 | | $ | 283,464 | | $ | 230,547 | | $ | 312,139 | | $ | 542,686 | |
| Acquired loans (2) | | (84,018) | | 5,329 | | (78,689) | | (85,941) | | 82,277 | | (3,664) | | ||||||
| Loans held for sale | | 4,585 | | 73 | | 4,658 | | (1,407) | | 764 | | (643) | | ||||||
| Investment securities: | | | | | | | | | | | | | | | | | | | |
| Taxable | | (13,445) | | 6,008 | | (7,437) | | (10,983) | | 24,100 | | 13,117 | | ||||||
| Tax exempt (3) | | 8 | | (535) | | (527) | | (1,549) | | 2,643 | | 1,094 | | ||||||
| Federal funds sold and securities purchased under agreements to resell and time deposits | | (907) | | (3,606) | | (4,513) | | (36,849) | | 31,640 | | (5,209) | | ||||||
| Total interest income | | 70,532 | | 126,424 | | 196,956 | | 93,818 | | 453,563 | | 547,381 | | ||||||
| Interest expense on: | | | | | | | | | | | | | | | | | | | |
| Deposits | | | | | | | | | | | | | | | | | | | |
| Transaction and money market accounts | | 37,039 | | 144,134 | | 181,173 | | 514 | | 279,770 | | 280,284 | | ||||||
| Savings deposits | | (1,187) | | 955 | | (232) | | (286) | | 6,019 | | 5,733 | | ||||||
| Certificates and other time deposits | | 10,877 | | 39,750 | | 50,627 | | 3,992 | | 113,264 | | 117,256 | | ||||||
| Federal funds purchased | | 2,812 | | 377 | | 3,189 | | (708) | | 8,421 | | 7,713 | | ||||||
| Securities sold under agreements to repurchase | | | (652) | | | 2,142 | | | 1,490 | | | (149) | | | 3,522 | | | 3,373 | |
| Other borrowings | | (3,631) | | 1,494 | | (2,137) | | 11,907 | | 4,178 | | 16,085 | | ||||||
| Total interest expense | | 45,258 | | 188,852 | | 234,110 | | 15,270 | | 415,174 | | 430,444 | | ||||||
| Net interest income | | $ | 25,274 | | $ | (62,428) | | $ | (37,154) | | $ | 78,548 | | $ | 38,389 | | $ | 116,937 | |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (1) | The rate/volume variance for each category has been allocated on the same basis between rate and volumes. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (2) | Nonaccrual loans are included in the above analysis. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (3) | Tax exempt income is not presented on a taxable-equivalent basis in the above analysis. |
Noninterest Income and Expense
Noninterest income provides us with additional revenues that are significant sources of income. In 2024, 2023, and 2022, noninterest income comprised 17.6%, 16.5%, and 18.8%, respectively, of total net interest income and noninterest income.
Table 3—Noninterest Income for the Three Years
| | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | Year Ended December 31, | ||||||||
| (Dollars in thousands) | 2024 | 2023 | 2022 | ||||||||
| Service charges on deposit accounts | | | $ | 91,333 | | $ | 88,271 | | $ | 82,165 | |
| Debit, prepaid, ATM and merchant card related income | | | 44,761 | | 40,744 | | 42,645 | | |||
| Mortgage banking income | | | 20,047 | | 13,355 | | 17,790 | | |||
| Trust and investment services income | | | 45,474 | | 39,447 | | 39,019 | | |||
| Correspondent banking and capital markets income | | | | 32,619 | | | 49,101 | | | 78,755 | |
| Securities (losses) gains, net | | | (50) | | 43 | | 30 | | |||
| SBA income | | | 16,226 | | 13,929 | | 15,636 | | |||
| Bank owned life insurance income | | | | 30,484 | | | 26,690 | | | 24,311 | |
| Other | | | 21,368 | | 15,326 | | 8,896 | | |||
| Total noninterest income | | | $ | 302,262 | | $ | 286,906 | | $ | 309,247 | |
2024 compared to 2023
Our noninterest income increased $15.4 million, or 5.4%, for the year ended December 31, 2024 compared to 2023. This change in total noninterest income resulted from the following:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Service charges on deposit accounts were higher in 2024 by $3.1 million, or 3.5%, compared to 2023. The increase was mainly attributable to a $1.7 million increase in overdraft fees and a $1.0 million increase in account maintenance fees in 2024 compared to 2023. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Debit, prepaid, ATM and merchant card related income increased by $4.0 million, or 9.9%, in 2024 compared to 2023. The increase in debit, ATM, prepaid and merchant card related income was mainly attributable to an increase in bankcard income of $2.8 million and a decrease in card and ATM system related expense of $1.4 million. |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Mortgage banking income increased by $6.7 million, or 50.1%, which comprised of a $6.7 million, or 82.5%, increase in secondary market mortgage income, offset by a $16,000, or 0.3%, decrease in mortgage servicing related income. Mortgage production declined from $2.2 billion in 2023 to $1.9 billion in 2024 with relatively higher mortgage rates continuing during 2024. During 2024, we sold 58% of our mortgage production to the secondary market versus 40% in 2023. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | During 2024, mortgage income from the secondary market comprised of a $5.4 million increase in gain on sale of mortgage loans, which is net of the commission expense related to mortgage production, and a $2.5 million increase in the fair value of MBS forward trades, offset by the change in fair value of the pipeline of $1.0 million and a $193,000 decrease in the fair value of loans held for sale. Mortgage commission expense was $11.3 million during 2024 compared to $8.6 million during 2023. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | The slight decrease in mortgage servicing related income, net of the hedge, during 2024 was due to a $237,000 decrease in the change in fair value of the MSR including decay, offset by a $221,000 increase in servicing fee income. The decrease in fair value of the MSR in 2024 was primarily due to a decrease in gains on the MSR hedge of $5.3 million and a $386,000 decrease due to a decline in MSR decay, offset by an increase in the change in fair value from interest rates of $5.5 million. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Trust and investment services income increased $6.0 million, or 15.3%, in 2024 compared to 2023. The increase was primarily due to an increase in fee earned as the average assets under management increased $1.1 billion, or 13.9%, and an increase in number of relationships under management from December 31, 2024 to December 31, 2023. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Correspondent banking and capital markets income decreased by $16.5 million, or 33.6%, from 2023. The decline was primarily related to a decrease of $20.9 million in income generated from the sale of customer swap ARC hedges during 2024 compared to 2023, due to the higher interest rate environment in 2024. The decline was offset by a $5.0 million decrease in the expense attributable to the variation margin payments for centrally cleared swaps where we recorded an expense of $36.5 million related to variation margin payments in 2024 compared to an expense of $41.5 million in 2023. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | SBA income increased by $2.3 million, or 16.5%, compared to 2023. The increase was primarily attributable to an increase in gains on sale of SBA loans of $2.3 million due to an increase in the volume of loans sold of 8% in 2024. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Bank owned life insurance income increased $3.8 million, or 14.2%, in 2024 compared to 2023. This increase was primarily due to higher death proceeds on BOLI policies received during 2024 compared to 2023. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Other income increased by $6.0 million, or 39.4%, in 2024 compared to 2023. This increase was primarily due to approximately $5.2 million of income recognized on federal tax refunds received during the second quarter of 2024 for net operating loss carrybacks filed in 2021, and approximately $876,000 resulting from the release of accrued expense attributable to UTPs. |
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Table 4—Noninterest Expense for the Three Years
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, | ||||||||
| (Dollars in thousands) | 2024 | 2023 | 2022 | |||||||
| Salaries and employee benefits | | $ | 606,869 | | $ | 583,398 | | $ | 554,704 | |
| Occupancy expense | | 90,103 | | 88,695 | | 89,501 | | |||
| Information services expense | | 92,193 | | 84,472 | | 79,701 | | |||
| OREO and loan related expense | | 4,687 | | 1,716 | | 369 | | |||
| Amortization of intangibles | | 22,395 | | 27,558 | | 33,205 | | |||
| Business development and staff related expense | | 25,266 | | 25,055 | | 19,015 | | |||
| Supplies and printing | | 3,531 | | 3,575 | | 2,871 | | |||
| Postage expense | | | 7,027 | | | 7,003 | | | 6,750 | |
| Professional fees | | 16,404 | | 18,547 | | 15,331 | | |||
| FDIC assessment and other regulatory charges | | 31,152 | | 33,070 | | 23,033 | | |||
| FDIC special assessment | | | 3,852 | | | 25,691 | | | — | |
| Advertising and marketing | | 9,143 | | 9,474 | | 8,888 | | |||
| Merger, branch consolidation, severance related and other expense | | 20,133 | | 13,162 | | 30,888 | | |||
| Other | | 68,738 | | 73,164 | | 65,445 | | |||
| Total noninterest expense | | $ | 1,001,493 | | $ | 994,580 | | $ | 929,701 | |
2024 compared to 2023
Noninterest expense represents the largest expense category for our company. Noninterest expense increased $6.9 million, or 0.7%, for the year ended December 31, 2024 compared to 2023. The change in total noninterest expense resulted from the following:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Salaries and employee benefits increased $23.5 million, or 4.0%, in 2024 compared to 2023. The increase was primarily driven by an increase in salaries of approximately $12.8 million resulting from merit increases. In addition, employee benefit costs increased approximately by $10.1 million, resulting from higher Supplemental Executive Retirement Plans (“SERP”) and employer payroll tax related expenses. SERP costs were lower in 2023 because of the impact of interest rates on the 2023 annual SERP liability adjustment due to increases in interest rates. Incentive expense increased by $7.8 million during 2024. These increases were partially offset by a decrease in commissions of $7.2 million, which is mainly attributable to lower commissions related to the correspondent banking division resulting from lower bond sales and lower income from the ARC hedging program. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Occupancy expense increased $1.4 million, or 1.6%, in 2024 compared to 2023. The increase was primarily due to increases in branch maintenance and repair expenses. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Information services expense increased $7.7 million, or 9.1%, in 2024 compared to 2023. The increase was due to additional cost associated with outsourced business processing services and the Company updating online banking and data communication related services as it grows in size and complexity. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | OREO expense and loan related expense increased $3.0 million, or 173.1%, in 2024 compared to 2023, which was primarily due to approximately a $1.8 million increase in loan related expenses including legal, tax and other costs, and a $1.2 million increase in losses on sales of OREO and bank property held for sale. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Amortization of intangibles, which is related to the Company’s prior mergers, decreased $5.2 million, or 18.7%. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Professional fees decreased $2.1 million, or 11.6%, in 2024 compared to 2023. This decrease was primarily due to a decrease in consulting related fees totaling $2.9 million, offset by an increase in audit and tax advisory related fees of $1.3 million. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | FDIC assessment and other regulatory charges, excluding the FDIC special assessment, decreased $1.9 million, or 5.8%. The decrease in the FDIC assessment was primarily attributed to a lower assessment rate, reflecting the Bank’s strengthened capital position year-over-year. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The Company accrued a total of $3.8 million in 2024 related to the FDIC’s special assessment introduced in 2023 compared to a total of $25.7 million in 2023. The FDIC levied the special assessment to recover losses to the FDIC’s Deposit Insurance Fund resulting from the bank failures that occurred in early 2023. The Bank increased its accrual of the FDIC special assessment during the first and second quarter of 2024 based upon estimates of losses provided by the FDIC at that time. Subsequently, the FDIC announced a projected reduction in the special assessment rate, which resulted in a reduction of assessment accrual by approximately $621,000. |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Merger, branch consolidation and severance related expense increased $7.0 million, or 53.0% in 2024 compared to 2023. The increase was primarily due to an increase in costs associated with the cybersecurity incident of approximately $8.3 million along with an increase in merger costs of approximately $5.6 million. These increases were offset by a decrease in restructuring and other one-time costs of $5.6 million. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Other noninterest expense decreased $4.4 million, or 6.0%, compared to 2023. This decrease was primarily driven by a reduction in expense of approximately $9.6 million due to the amortization of LIHTCs recorded in income tax expense effective January 1, 2024 following the adoption of ASU 2023-02, along with approximately a $6.5 million decrease in fraud charge-offs and other insurance and miscellaneous operational charge-off related expenses. These decreases were offset by a $12.8 million increase in earnings credit expense to Homeowners Association (“HOA”) customers. The Bank provides a credit to HOA customers based on the average deposit balances held that reduces fees for other services provided. |
Income Tax Expense
Our effective tax rate increased to 23.63% at December 31, 2024, compared to 21.64% for the year-ended December 31, 2023. The increase was primarily due to the inclusion of amortization of Low-Income Housing Tax Credit Investments in income tax expense due to the adoption of the proportional amortization method during the first quarter of 2024 as well as an increase in pre-tax income in the current period. This was partially offset by a decrease in non-deductible executive compensation and TEFRA interest expense disallowance compared to December 31, 2023. For additional information refer to Note 11—Income Taxes in the consolidated financial statements.
Segment Reporting
As discussed in Note 28—Segment Reporting, the Company’s operations are managed and financial performance is evaluated on an organization-wide basis, and the Company’s banking and finance operations are considered by management to constitute one reportable operating segment, the General Banking Unit.
The Company’s Chief Operating Decision Maker (“CODM”), the Executive Committee, consists of the Company’s senior executive management team, including the Chief Executive Officer, Chief Strategy Officer, President, Chief Financial Officer, Chief Operating Officer, Chief Risk Officer, and other executives. The CODM generally meets monthly to assess performance of the General Banking Unit using a variety of figures, metrics and key performance indicators. In addition to net income and non-Tax Equivalent (“TE”) Net Interest Margin (“NIM”), the CODM considers Pre-Provision Net Revenue (“PPNR”) and TE NIM to make business decisions. The CODM monitors these profitability measures at each meeting, and is regularly featured in various investor presentations, earnings releases, and other internal management reports. These performance and profitability measures influence business decisions and allocation of resources within the General Banking Unit.
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The table below provides PPNR and TE NIM information of the General Banking Unit.
Table 5— Pre-Provision Net Revenue and Tax Equivalent Net Interest Margin
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, | | |||||||
| (Dollars in thousands) | 2024 | 2023 | 2022 | |||||||
| Revenue, Adjusted (Non-GAAP) | | | | | | | | | | |
| Net interest income (GAAP) (a) | | $ | 1,415,454 | | $ | 1,452,608 | | $ | 1,335,671 | |
| Plus: | | | | | | | | |||
| Noninterest income | | | 302,262 | | | 286,906 | | | 309,247 | |
| Revenue (GAAP) | | $ | 1,717,716 | | $ | 1,739,514 | | $ | 1,644,918 | |
| Less: | | | | | | | | | | |
| Securities (losses) gains, net | | | (50) | | | 43 | | | 30 | |
| Revenue, adjusted (Non-GAAP) | | $ | 1,717,766 | | $ | 1,739,471 | | $ | 1,644,888 | |
| | | | | | | | | | | |
| PPNR, Adjusted (Non-GAAP) | | | | | | | | | | |
| Revenue, adjusted (Non-GAAP) | | $ | 1,717,766 | | $ | 1,739,471 | | $ | 1,644,888 | |
| Less: | | | | | | | | | | |
| Noninterest expense | | | 1,001,493 | | | 994,580 | | | 929,701 | |
| PPNR (Non-GAAP) | | $ | 716,273 | | $ | 744,891 | | $ | 715,187 | |
| Plus: | | | | | | | | | | |
| Merger, branch consolidation, severance related and other expense | | | 20,133 | | | 13,162 | | | 30,888 | |
| FDIC special assessment | | | 3,852 | | | 25,691 | | | — | |
| PPNR, adjusted (Non-GAAP) | | $ | 740,258 | | $ | 783,744 | | $ | 746,075 | |
| | | | | | | | | | | |
| Net Interest Margin, Tax Equivalent ("TE") (non-GAAP) | | | | | | | | | | |
| Average interest earning assets (b) | | $ | 41,299,577 | | $ | 40,098,398 | | $ | 39,881,909 | |
| | | | | | | | | | | |
| Net interest margin, non-TE ((a)/(b)) (GAAP) | | | 3.43% | | | 3.62% | | | 3.35% | |
| TE adjustment (c) | | | 2,192 | | | 3,023 | | | 8,876 | |
| Net interest margin, TE (((a)+(c))/(b)) (non-GAAP) | | | 3.43% | | | 3.63% | | | 3.37% | |
Financial Condition
Overview
At December 31, 2024, we had total assets of approximately $46.4 billion, consisting principally of $33.9 billion in total loans, before taking into account the allowance for credit losses of $465.3 million, $6.8 billion in investment securities, $1.4 billion in cash and cash equivalents and $1.9 billion in goodwill. Our liabilities at December 31, 2024 totaled $40.5 billion, consisting principally of deposits of $38.1 billion ($10.2 billion in noninterest-bearing and $27.9 billion in interest-bearing), $879.9 million derivative liabilities and $906.4 million of short-term and long-term borrowings. At December 31, 2024, our shareholders’ equity was $5.9 billion.
At December 31, 2023, we had total assets of approximately $44.9 billion, consisting principally of $32.4 billion in total loans, before taking into account the allowance for credit losses of $456.6 million, $7.5 billion in investment securities, $1.0 billion in cash and cash equivalents and $1.9 billion in goodwill. Our liabilities at December 31, 2023 totaled $39.4 billion, consisting principally of deposits of $37.0 billion ($10.6 billion in noninterest-bearing and $26.4 in interest-bearing) and short-term and long-term borrowings of $881.1 million. At December 31, 2023, our shareholders’ equity was $5.5 billion.
Book value per common share was $77.18 at the end of 2024, an increase from $72.78 at the end of 2023. Book value per common share increased in 2024 as shareholder equity increased by 6.5% while common shares outstanding only increased by 0.4%. The primary reasons for an increase in shareholder’s equity of $357.3 December 31, 2024 were due to net income of $534.8 million and a $24.4 million increase in accumulated other comprehensive loss related to unrealized losses on available for sale securities and post-retirement benefit plans. These increases were partially offset by declines in shareholders equity resulting from dividends paid to shareholders of $161.6 million, common stock repurchased from officers and directors for income taxes owed on their vested shares of restricted stock of $8.8 million, and common stock repurchased in the open market of $8.0 million.
Our common equity to assets ratio increased to 12.7% in 2024, compared to 12.3% in 2023. The improvement during 2024 was due to an increase in shareholders’ equity of 6.5%, resulting from the items noted above, while total assets had a moderate increase of 3.3%.
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Trading Securities
We have a trading portfolio associated with our Correspondent Bank Division and its subsidiary SouthState|Duncan-Williams. This portfolio is carried at fair value and realized and unrealized gains and losses are included in trading securities revenue, a component of Correspondent Banking and Capital Markets Income in our Consolidated Statements of Income. Securities purchased for this portfolio have primarily been municipal bonds, treasuries, mortgage-backed agency securities, and SBA securities, which are held for short periods of time and totaled $102.9 million and $31.3 million at December 31, 2024 and 2023, respectively.
Investment Securities
We use investment securities, our second largest category of earning assets, to generate interest income, provide liquidity, fund loan demand or deposit liquidation, and pledge as collateral for public funds deposits, repurchase agreements, derivative exposures and to augment borrowing capacity at the Federal Reserve Bank of Atlanta, and the Federal Home Loan Bank of Atlanta. At December 31, 2024 and 2023, investment securities totaled $6.8 billion and $7.5 billion, respectively. For the year ended December 31, 2024, average investment securities were $7.1 billion, or 17.6% of average earning assets, compared with $7.7 billion, or 19.5% of average earning assets for the year ended December 31, 2023. The expected average life of the investment portfolio at December 31, 2024 was approximately 7.73 years, compared with 7.87 years at December 31, 2023. See Note 1—Summary of Significant Accounting Policies in the audited consolidated financial statements for our accounting policy on investment securities.
As securities are purchased, they are designated as held to maturity or available for sale based upon our intent, which considers liquidity needs, interest rate expectations, asset/liability management strategies, and capital requirements.
The following table presents the reported values of investment securities for the past two years:
Table 6—Values of Investment Securities
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | | December 31, | |||||
| (Dollars in thousands) | 2024 | 2023 | |||||
| Held to Maturity (amortized cost): | | | | | | | |
| U.S. Government agencies | | $ | 147,272 | | $ | 197,267 | |
| Residential mortgage-backed securities issued by U.S. government | | | | | | | |
| agencies or sponsored enterprises | | | 1,297,543 | | | 1,438,102 | |
| Residential collateralized mortgage-obligations issued by U.S. government | | | | | | | |
| agencies or sponsored enterprises | | | 411,721 | | | 444,883 | |
| Commercial mortgage-backed securities issued by U.S. government | | | | | | | |
| agencies or sponsored enterprises | | | 348,338 | | | 354,055 | |
| Small Business Administration loan-backed securities | | | 49,796 | | | 53,133 | |
| Total held to maturity | | $ | 2,254,670 | | $ | 2,487,440 | |
| Available for Sale (fair value): | | | | | | | |
| U.S. Treasuries | | | 10,656 | | | 73,890 | |
| U.S. Government agencies | | | 150,418 | | | 224,706 | |
| Residential mortgage-backed securities issued by U.S. government | | | | | | | |
| agencies or sponsored enterprises | | | 1,377,525 | | | 1,558,306 | |
| Residential collateralized mortgage-obligations issued by U.S. government | | | | | | | |
| agencies or sponsored enterprises | | | 459,095 | | | 527,422 | |
| Commercial mortgage-backed securities issued by U.S. government | | | | | | ||
| agencies or sponsored enterprises | | 1,040,555 | | 1,024,170 | | ||
| State and municipal obligations | | 945,723 | | 977,461 | | ||
| Small Business Administration loan-backed securities | | 310,112 | | 371,686 | | ||
| Corporate securities | | 26,509 | | 26,747 | | ||
| Total available for sale | | 4,320,593 | | 4,784,388 | | ||
| Total other investments | | 223,613 | | 192,043 | | ||
| Total investment securities | | $ | 6,798,876 | | $ | 7,463,871 | |
During 2024, our total investment securities decreased $665.0 million, or 8.9%, from December 31, 2023. During 2024, we purchased $236.9 million of securities, $96.8 million classified as available for sale and $140.1 million classified as other investments. These purchases were offset by maturities, paydowns, sales and calls of investment securities totaling $886.9 million. Net amortization of premiums were $19.3 million for the year ended December 31, 2024.
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At December 31, 2024, the unrealized net loss of the available for sale investment securities portfolio was $808.6 million, or 15.8%, below its amortized cost basis. Comparable valuations at December 31, 2023 reflected an unrealized net loss of the available for sale investment portfolio of $776.6 million, or 14.0%, below its amortized cost basis. The decrease in fair value in the available for sale investment portfolio at December 31, 2024 compared to December 31, 2023 was attributable to principal paydowns, maturities and calls as well as a higher interest rate environment. At December 31, 2024, the unrealized net loss of the held to maturity investment securities portfolio was $420.1 million, or 18.6%, below its amortized cost basis. At December 31, 2023, the unrealized net loss of the held to maturity investment securities portfolio was $402.7 million, or 16.2%, below its amortized cost basis.
Table 7—Credit Ratings of Investment Securities
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | |||||||||||
| | | Amortized | | Fair | | Unrealized | | | | | | | ||||
| (Dollars in thousands) | | Cost | | Value | | Net Gain (Loss) | | AAA – A | | Not Rated | ||||||
| December 31, 2024 | | | | | | | | | | | | | | | | |
| U.S. Treasuries | | $ | 10,654 | | $ | 10,656 | | $ | 2 | | $ | 10,654 | | $ | — | |
| U.S. Government agencies | | | 316,479 | | | 274,192 | | | (42,287) | | | 316,479 | | | — | |
| Residential mortgage-backed securities issued by U.S. government | | | | | | | | | | | | | | | | |
| agencies or sponsored enterprises * | | | 2,957,394 | | | 2,433,864 | | | (523,530) | | | 92 | | | 2,957,302 | |
| Residential collateralized mortgage-obligations issued by U.S. government | | | | | | | | | | | | | | | | |
| agencies or sponsored enterprises * | | | 969,009 | | | 798,759 | | | (170,250) | | | — | | | 969,009 | |
| Commercial mortgage-backed securities issued by U.S. government | | | | | | | | | | | | | | | | |
| agencies or sponsored enterprises * | | 1,582,911 | | | 1,316,502 | | | (266,409) | | | 20,484 | | 1,562,427 | | ||
| State and municipal obligations | | 1,117,330 | | | 945,723 | | | (171,607) | | | 1,114,793 | | 2,537 | | ||
| Small Business Administration loan-backed securities | | 401,610 | | | 348,915 | | | (52,695) | | | 401,610 | | — | | ||
| Corporate securities | | | 28,499 | | | 26,509 | | | (1,990) | | | — | | | 28,499 | |
| | | $ | 7,383,886 | | $ | 6,155,120 | | $ | (1,228,766) | | $ | 1,864,112 | | $ | 5,519,774 | |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| * | Agency mortgage-backed securities (“MBS”), agency collateralized mortgage-obligations (“CMO”) and agency commercial mortgage-backed securities (“CMBS”) are guaranteed by the issuing government-sponsored enterprise (“GSE”) as to the timely payments of principal and interest. Except for Government National Mortgage Association securities, which have the full faith and credit backing of the United States Government, the GSE alone is responsible for making payments on this guaranty. While the rating agencies have not rated any of the MBS, CMO and CMBS issued, senior debt securities issued by GSEs are rated consistently as “Triple-A.” Most market participants consider agency MBS, CMOs and CMBSs as carrying an implied Aaa rating (S&P rating of AA+) because of the guarantees of timely payments and selection criteria of mortgages backing the securities. We do not own any private label mortgage-backed securities. The balances presented under the ratings above reflect the amortized cost of the investment securities. |
Held to maturity
As described above, the Company elected to classify some of its securities purchased as held to maturity at the time of purchase. The securities designated as held to maturity are securities the Company does not intend to sell and expects to hold through maturity. The securities consist of $147.3 million of agency securities, $2.1 billion of residential and commercial mortgage-backed securities issued by U.S government agencies or sponsored enterprises and $49.8 million of Small Business Administration loan-backed securities. The following are highlights of our held to maturity portfolio:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Total amortized cost of held to maturity portfolio totaled $2.3 billion |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The balance of securities held to maturity represented 4.9% of total assets at December 31, 2024. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | No purchases or sales of held to maturity investment securities in 2024; maturities, calls and paydowns totaled $228.5 million in 2024. |
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Available for sale
Securities available for sale consist of debentures of government sponsored entities, state and municipal bonds, residential and commercial mortgage-backed securities issued by U.S government agencies or sponsored enterprises, Small Business Administration loan-backed securities and corporate securities. At December 31, 2024, investment securities with a fair value and amortized cost of $4.3 billion and $5.1 billion, respectively, were classified as available for sale. The adjustment for net unrealized losses of $808.6 million between the carrying value of these securities and their amortized cost has been reflected, net of tax, in the Consolidated Balance Sheet as a component of Accumulated Other Comprehensive Loss. The following are highlights of our available for sale securities:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Total securities available for sale decreased $463.8 million, or 9.7%, from the balance at December 31, 2023. The unrealized gain/loss position on the investment portfolio decreased $32.0 million and net amortization of premiums was $15.0 million during 2024. We purchased $96.8 million of available for sale investment securities in 2024, partially offset by maturities, calls and paydowns totaling $511.5 million and sales totaling $2.0 million in 2024. The sales in 2024 were mainly related to restructuring our portfolio to fit our investment strategy and risk profile. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The balance of securities available for sale represented 9.3% of total assets at December 31, 2024 and 10.7% of total assets at December 31, 2023. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest income earned on all investment securities in 2024 was $178.4 million, a decrease of $8.0 million, or 4.3%, from $186.4 million in 2023. The decrease was due to an increase in the yield on investment securities while the total average balance decreased $578.7 million. Total average securities balances decreased $578.7 million in 2024, contributing to the lower interest income earned on all investment securities. The volume decrease was offset by an 8 basis points increase in the yield on investments, to 2.5%. |
At December 31, 2024, we had 1,214 investment securities (including both available for sale and held to maturity) in an unrealized loss position, which totaled $1.3 billion, compared to 1,232 investment securities in an unrealized loss position, which totaled $1.2 billion at December 31, 2023. See Note 1—Summary of Significant Accounting Policies and Note 3—Investment Securities in the consolidated financial statements for additional information.
Management evaluates securities for impairment where there has been a decline in fair value below the amortized cost basis of a security to determine whether there is a credit loss associated with the decline in fair value on at least a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. For securities designated as held for sale, credit losses are calculated individually, rather than collectively, using a discounted cash flow method, whereby management compares the present value of expected cash flows with the amortized cost basis of the security. The credit loss component would be recognized through the provision for credit losses. Consideration is given to (1) the financial condition and near-term prospects of the issuer including looking at default and delinquency rates, (2) the outlook for receiving the contractual cash flows of the investments, (3) the extent to which the fair value has been less than cost, (4) our intent to hold the security as well as there being no requirement to sell the security, (5) the anticipated outlook for changes in the general level of interest rates, (6) credit ratings, (7) third-party guarantees, and (8) collateral values. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, the results of reviews of the issuer’s financial condition, and the issuer’s anticipated ability to pay the contractual cash flows of the investments. The Company performed an analysis that determined that the following securities have a zero expected credit loss: U.S. Treasury Securities, Agency-Backed Securities including securities issued by Ginnie Mae, Fannie Mae, FHLB, FFCB and SBA. All of the U.S. Treasury and Agency-Backed Securities have the full faith and credit backing of the United States Government or the credit backing of one of its agencies. Municipal securities and all other securities that do not have a zero expected credit loss are evaluated quarterly to determine whether there is a credit loss associated with a decline in fair value. All debt securities in an unrealized loss position as of December 31, 2024 continue to perform as scheduled and we do not believe there is a credit loss or a provision for credit losses is necessary. Also, as part of our evaluation of our intent and ability to hold investments, we consider our investment strategy, cash flow needs, liquidity position, capital adequacy and interest rate risk position. We do not currently intend to sell the securities within the portfolio and it is not more-likely-than-not that we will be required to sell the debt securities.
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Also, as part of our evaluation of our intent and ability to hold investments for a period of time sufficient to allow for any anticipated recovery in the market, we consider our investment strategy, cash flow needs, liquidity position, capital adequacy and interest rate risk position. We do not currently intend to sell the securities within the portfolio and it is not more-likely-than-not that we will be required to sell the debt securities. Changes in the above considerations may affect our intent in the future. See Note 1—Summary of Significant Account Policies for further discussion.
Other Investments
Other investment securities include primarily our investments in FHLB and FRB stock with no readily determinable market value. Accordingly, when evaluating these securities for impairment, management considers the ultimate recoverability of the par value rather than recognizing temporary declines in value. As of December 31, 2024, other investment securities represented approximately $223.6 million, or 0.48% of total assets and primarily consisted of FRB and FHLB stock, which totaled $150.3 million and $18.1 million, respectively. There were no gains or losses on the sales of these securities during 2024 or 2023.
Table 8—Maturity Distribution and Yields of Investment Securities
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Due In | | Due After | | Due After | | Due After | | | | | | |||||||||||||
| | | 1 Year or Less | | 1 Thru 5 Years | | 5 Thru 10 Years | | 10 Years | | Total | ||||||||||||||||
| (Dollars in thousands) | Amount | Yield | Amount | Yield | Amount | Yield | Amount | Yield | Amount | Yield | ||||||||||||||||
| Held to Maturity (amortized cost) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| U.S. Government agencies | | $ | 14,365 | | 2.32 | % | $ | — | | — | % | $ | 132,907 | | 1.73 | % | $ | — | | — | % | $ | 147,272 | | 1.79 | % |
| Residential mortgage-backed securities issued by U.S. government | | | | | | | | | | | | | | | | | | | | | | | | | | |
| agencies or sponsored enterprises | | | — | | — | | | — | | — | | | 132,075 | | 1.96 | | | 1,165,468 | | 1.80 | | | 1,297,543 | | 1.82 | |
| Residential collateralized mortgage-obligations issued by U.S. government | | | | | | | | | | | | | | | | | | | | | | | | | | |
| agencies or sponsored enterprises | | | — | | — | | | — | | — | | | — | | — | | | 411,721 | | 2.55 | | | 411,721 | | 2.55 | |
| Commercial mortgage-backed securities issued by U.S. government | | | | | | | | | | | | | | | | | | | | | | | | | | |
| agencies or sponsored enterprises | | | — | | — | | | 36,431 | | 0.94 | | | 168,758 | | 1.49 | | | 143,149 | | 1.58 | | | 348,338 | | 1.47 | |
| Small Business Administration loan-backed securities | | | — | | — | | | — | | — | | | — | | — | | | 49,796 | | 1.26 | | | 49,796 | 1.26 | | |
| Total held to maturity | | $ | 14,365 | | 2.32 | % | $ | 36,431 | | 0.94 | % | $ | 433,740 | | 1.71 | % | $ | 1,770,134 | | 1.94 | % | $ | 2,254,670 | 1.88 | % | |
| Available for Sale (fair value) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| U.S. Government treasuries | | $ | 10,656 | | 4.33 | % | $ | — | | — | % | $ | — | | — | % | $ | — | | — | % | $ | 10,656 | | 4.33 | % |
| U.S. Government agencies | | | 49,763 | | 2.35 | | | 21,989 | | 1.63 | | | 78,666 | | 1.69 | | | — | | — | | | 150,418 | 1.88 | | |
| Residential mortgage-backed securities issued by U.S. government | | | | | | | | | | | | | | | | | | | | | | | | | | |
| agencies or sponsored enterprises | | | 69 | | 2.77 | | | 6,211 | | 2.18 | | | 135,096 | | 2.43 | | | 1,236,149 | | 2.00 | | | 1,377,525 | | 2.04 | |
| Residential collateralized mortgage-obligations issued by U.S. government | | | | | | | | | | | | | | | | | | | | | | | | | | |
| agencies or sponsored enterprises | | | 101 | | 2.71 | | | 4,801 | | 2.41 | | | 7,033 | | 2.30 | | | 447,160 | | 2.15 | | | 459,095 | | 2.16 | |
| Commercial mortgage-backed securities issued by U.S. government | | | | | | | | | | | | | | | | | | | | | | | | | | |
| agencies or sponsored enterprises | | | 13,504 | | 4.26 | | | 201,943 | | 2.71 | | | 588,082 | | 2.01 | | | 237,026 | | 1.78 | | | 1,040,555 | | 2.10 | |
| State and municipal obligations (1) | | 2,969 | | 3.51 | | 32,090 | | 3.11 | | 161,600 | | 2.53 | | 749,064 | | 2.84 | | 945,723 | 2.79 | | ||||||
| Small Business Administration loan-backed securities | | 8,603 | | 2.67 | | 34,079 | | 3.72 | | 77,595 | | 3.69 | | 189,835 | | 2.33 | | 310,112 | 2.80 | | ||||||
| Corporate securities | | — | | — | | 10,379 | | 8.04 | | 15,280 | | 4.15 | | 850 | | 4.50 | | 26,509 | 5.60 | | ||||||
| Total available for sale | | $ | 85,665 | | 2.97 | % | $ | 311,492 | | 2.94 | % | $ | 1,063,352 | | 2.27 | % | $ | 2,860,084 | | 2.25 | % | $ | 4,320,593 | | 2.31 | % |
| Total other investments (2) | | $ | — | | — | % | $ | — | | — | % | $ | — | | — | % | $ | 223,613 | | 3.55 | % | $ | 223,613 | 3.55 | % | |
| Total investment securities | | $ | 100,030 | | 2.88 | % | $ | 347,923 | | 2.74 | % | $ | 1,497,092 | | 2.11 | % | $ | 4,853,831 | | 2.20 | % | $ | 6,798,876 | 2.21 | % | |
| Percent of total | | 2 | % | | | 5 | % | | | 22 | % | | | 71 | % | | | | | | | | ||||
| Cumulative percent of total | | 2 | % | | | 7 | % | | | 29 | % | | | 100 | % | | | | | | | |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (1) | The expected average life for U.S. Government agencies is 5.35 years; 6.55 years for held to maturity and 4.30 years for available for sale. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (2) | The expected average life for residential mortgage-backed securities issued by U.S. government agencies or sponsored enterprises is 7.06 years; 7.28 years for held to maturity and 6.89 years for available for sale. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (3) | The expected average life for residential collateralized mortgage-obligations securities issued by U.S. government agencies or sponsored enterprises is 7.37 years; 8.11 years for held to maturity and 6.83 years for available for sale. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (4) | The expected average life for commercial mortgage-backed securities issued by U.S. government agencies or sponsored enterprises is 6.27 years; 6.77 years for held to maturity and 6.13 years for available for sale. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (5) | Weighted average yields on tax-exempt income have been presented on a taxable-equivalent basis, assuming a federal tax rate of 21.00% and a state tax rate of 4.95%, which is net of federal tax benefit in the above table. These yields were calculated using coupon interest and adjusting for discount accretion and premium amortization, where applicable. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (6) | The expected average life for state and municipal obligations is 13.94 years. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (7) | The expected average life for Small Business Administration loan-backed securities is 4.61 years; 5.06 years for held to maturity and 4.54 years for available for sale. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (8) | The expected average life for corporate securities is 5.99 years. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (9) | The expected average life for US Treasuries is 0.10 years. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (10) | FRB, FHLB and other non-marketable equity securities have no set maturity date and are classified in “Due after 10 Years.” |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (11) | The expected average life for the total investment securities portfolio is 7.76 years (not including FRB, FHLB and corporate stock with no maturity date). |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (12) | The total values presented in the table above represent the total fair value of available for sale securities and amortized cost for held to maturity. |
Approximately 85.2% of the investment portfolio is comprised of U.S. Treasury securities, U.S. Government agency securities, and U.S. Government Agency Mortgage-backed securities. These securities may be pledged to the Federal Home Loan Bank of Atlanta or the Federal Reserve Bank of Atlanta Discount Window or Bank Term Funding Program. Approximately 14.4% of the investment portfolio is comprised of municipal securities. A portion of the municipal bond portfolio may be pledged to the Federal Home Loan Bank of Atlanta subject to their credit approval. Approximately 98% of the municipal bond portfolio has ratings in the Double A or Triple A category.
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As of December 31, 2024, the portfolio had an effective duration of 6.39 years. We continue to monitor duration risk and seek to align actual duration with the target range.
The following table presents a summary of our investment portfolio duration for the periods presented:
Table 9—Investment Portfolio Duration
| | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| | | December 31, 2024 | | December 31, 2023 | | ||||||
| (Dollars in thousands, duration in years) | Amount | Duration | Amount | Duration | | ||||||
| Held to Maturity (amortized cost) | | | | | | | | | | | |
| U.S. Government agencies | | $ | 147,272 | | 5.85 | | $ | 197,267 | | 5.03 | |
| Residential mortgage-backed securities issued by U.S. government | | | | | | | | | | | |
| agencies or sponsored enterprises | | | 1,297,543 | | 5.94 | | | 1,438,102 | | 6.40 | |
| Residential collateralized mortgage-obligations issued by U.S. government | | | | | | | | | | | |
| agencies or sponsored enterprises | | | 411,721 | | 6.76 | | | 444,883 | | 6.24 | |
| Commercial mortgage-backed securities issued by U.S. government | | | | | | | | | | | |
| agencies or sponsored enterprises | | | 348,338 | | 6.12 | | | 354,055 | | 4.06 | |
| Small Business Administration loan-backed securities | | | 49,796 | | 9.12 | | | 53,133 | | 6.95 | |
| Total held to maturity | | $ | 2,254,670 | | 6.18 | | $ | 2,487,440 | | 5.94 | |
| Available for Sale (fair value) | | | | | | | | | | | |
| U.S. Treasuries | | $ | 10,656 | | 0.10 | | $ | 73,890 | | 0.35 | |
| U.S. Government agencies | | | 150,418 | | 3.95 | | | 224,706 | | 3.41 | |
| Residential mortgage-backed securities issued by U.S. government | | | | | | | | | | | |
| agencies or sponsored enterprises | | | 1,377,525 | | 5.73 | | | 1,558,306 | | 6.12 | |
| Residential collateralized mortgage-obligations issued by U.S. government | | | | | | | | | | | |
| agencies or sponsored enterprises | | | 459,095 | | 6.00 | | | 527,422 | | 5.69 | |
| Commercial mortgage-backed securities issued by U.S. government | | | | | | | | | | | |
| agencies or sponsored enterprises | | | 1,040,555 | | 5.35 | | | 1,024,170 | | 3.73 | |
| State and municipal obligations | | 945,723 | 10.08 | | 977,461 | 8.62 | | ||||
| Small Business Administration loan-backed securities | | 310,112 | | 5.09 | | 371,686 | | 3.81 | | ||
| Corporate securities | | 26,509 | | 1.27 | | 26,747 | | 2.45 | | ||
| Total available for sale | | $ | 4,320,593 | | 6.47 | | $ | 4,784,388 | | 5.65 | |
Loans Held for Sale
The balance of loans held for sale increased $228.5 million from December 31, 2023, to $279.4 million on December 31, 2024. Loans held for sale at December 31, 2024 consisted of mortgage and SBA loans held for sale while at December 31, 2023, loans held for sale consisted only of mortgage loans held for sale.
During the third quarter of 2024, the Company began purchasing the guaranteed portions of SBA loans from third-party originators with the intent to aggregate the guaranteed portion of the SBA loans into pools with similar characteristics to create a security representing an interest in those pools through the SBA’s fiscal transfer agent. This new activity in SBA loans held for sale was the main reason for the significant increase in loans held for sale during 2024.
During 2024, the Company purchased approximately $591.0 million in guaranteed portions of SBA loans. During 2024, the Company pooled approximately $353.5 million of the guaranteed portions of SBA loans into securities selling approximately $329.3 million into the secondary market. The Company also sold approximately $25.6 million in individual loans during the year. The Company held approximately $181.3 million in the guaranteed portion of SBA loans for sale at December 31, 2024. The Company also separately originates SBA loans and sells the guaranteed portions of these loans into the secondary market. During 2024, 2023 and 2022, the Company sold approximately $118.1 million, $109.3 million and $112.8 million, respectively, in guaranteed portions of SBA loans originated at the Bank and recognized gains of $11.8 million, $9.5 million and $10.3 million, respectively.
Mortgage loans held for sale totaled $98.1 million at December 31, 2024, an increase from $50.9 million at December 31, 2023. Total mortgage production was $1.9 billion in 2024. This compares to $2.2 billion 2023. Mortgage production declined from 2023 and remained flat in 2024 as mortgage rates have continued to remain high and housing inventory has remained low. The percentage of mortgage production sold into the secondary market increased in 2024 to 58% from 40% in 2023. The allocation of mortgage production between portfolio and secondary market depends on the Company’s liquidity, market spreads and rate changes during each period and will fluctuate over time.
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Interest income from loans held for sale increased $4.7 million, or 228.4% during 2024 to $6.7 million from $2.0 million in 2023. This increase was due to an increase in the average balance of loans held for sale of $69.1 million or 224.8%, from $30.7 million for the year ended December 31, 2023 to $99.9 million for the year ended December 31, 2024. Of this increase, $35.2 million was related to SBA loans held for sale and $33.9 million was related to mortgage loans held for sale. The yield on loans held for sale remained fairly stable in 2024 compared to 2023. For year ended 2024 the yield on loans held for sale was 6.71% compared to 6.63% in 2023.
See Note 1—Summary of Significant Accounting Policies, under Loans Held for Sale section for more information.
Loan Portfolio
Our loan portfolio remains our largest category of interest-earning assets. At December 31, 2024, total loans, excluding held for sale loans, were $33.9 billion, which was an overall increase of $1.5 billion, or 4.7%, from the balance at the end of 2023. Non-acquired loan growth was $2.9 billion, or 11.0% for 2024, driven by organic growth and renewals of acquired loans moved to our non-acquired loan portfolio. The loan growth was made up of a 22.2% increase in commercial and industrial loans, a 12.5% increase in commercial owner-occupied real estate loans, a 12.1% increase in consumer real estate loans, and a 7.4% increase in non-owner occupied real estate loans (including construction and land development loans). Total acquired loans decreased by $1.4 billion, or 23.8% from the balance at the end of 2023. The decrease in acquired loans was due to paydowns and payoffs in both the PCD and Non-PCD loan categories along with renewals of acquired loans that were moved to our non-acquired loan portfolio.
Average total loans outstanding during 2024 were $33.1 billion, an increase of $1.7 billion, or 5.5%, over the 2023 average of $31.4 billion. (For further discussion of the Company’s acquired loan accounting, see Note 1—Summary of Significant Accounting Policies, Note 2—Mergers and Acquisitions, Note 4—Loans and Note 5—Allowance for Credit Losses in the consolidated financial statements.)
The following table presents a summary of the loan portfolio by category (excludes loans held for sale):
Table 10—Distribution of Loans by Type
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | | December 31, | |||||
| (Dollars in thousands) | 2024 | 2023 | |||||
| Acquired loans: | | | | | | | |
| Acquired - non-purchased credit deteriorated loans: | | | | | | | |
| Non‑owner-occupied real estate (1) | | $ | 1,355,452 | | $ | 1,866,809 | |
| Consumer real estate (2) | | 619,208 | | 724,463 | | ||
| Commercial owner-occupied real estate | | 912,760 | | 1,115,539 | | ||
| Commercial and industrial | | 579,883 | | 863,584 | | ||
| Other income producing property | | 111,394 | | 148,361 | | ||
| Consumer | | 56,879 | | 77,930 | | ||
| Other | | | 206 | | | 227 | |
| Total acquired - non-purchased credit deteriorated loans | | | 3,635,782 | | | 4,796,913 | |
| Acquired - purchased credit deteriorated loans (PCD): | | | | | | | |
| Non‑owner-occupied real estate (3) | | | 355,891 | | | 454,776 | |
| Consumer real estate (2) | | 168,737 | | 197,162 | | ||
| Commercial owner-occupied real estate | | 266,288 | | 349,755 | | ||
| Commercial and industrial | | 21,451 | | 39,951 | | ||
| Other income producing property | | 24,013 | | 35,358 | | ||
| Consumer | | 25,775 | | 31,811 | | ||
| Total acquired ‑ purchased credit deteriorated loans (PCD) | | | 862,155 | | | 1,108,813 | |
| Total acquired loans | | | 4,497,937 | | | 5,905,726 | |
| Non-acquired loans: | | | | | | | |
| Non‑owner-occupied real estate (4) | | | 9,856,716 | | | 9,173,563 | |
| Consumer real estate (2) | | 7,927,024 | | 7,071,825 | | ||
| Commercial owner-occupied real estate | | 4,537,328 | | 4,032,377 | | ||
| Commercial and industrial | | 5,621,542 | | 4,601,004 | | ||
| Other income producing property | | 472,343 | | 472,615 | | ||
| Consumer | | 979,945 | | 1,123,909 | | ||
| Other loans | | 10,092 | | 7,470 | | ||
| Total non‑acquired loans | | | 29,404,990 | | | 26,482,763 | |
| Total loans (net of unearned income) | | $ | 33,902,927 | | $ | 32,388,489 | |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (1) | Includes $37.5 million and $135.8 million of construction and land development loans at December 31, 2024 and 2023, respectively. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (2) | Includes loans on both 1-4 family owner occupied property, as well as loans collateralized by 1-4 family owner occupied property with a business intent. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (3) | Includes $5.9 million and $9.5 million of construction and land development loans at December 31, 2024 and 2023, respectively. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (4) | Includes $2.1 billion and $2.8 billion of construction and land development loans at December 31, 2024 and 2023, respectively. |
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The following highlights of our loan portfolio as of December 31, 2024 compared to December 31, 2023:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Non-acquired loans were $29.4 billion, or 86.7% of total loans at December 31, 2024. This compares to non-acquired loans of $26.5 billion, or 81.8% at December 31, 2023. The increase in non-acquired loans of $2.9 billion was due to organic growth and renewals of acquired loans that were moved to the non-acquired loan portfolio. Acquired loans were $4.5 billion, or 13.3% of total loans at December 31, 2024. This compares to acquired loans of $5.9 billion, or 18.2%, at December 31, 2023. The $1.4 billion decrease in acquired loans was due to principal payments, charge offs, foreclosures and renewals of acquired loans that were moved to our non-acquired loan portfolio. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Non-acquired loans secured by non-owner occupied and consumer real estate were $17.8 billion and comprised 52.5% of the total loan portfolio at December 31, 2024. This was an increase of $1.5 billion, or 9.5%, over December 31, 2023. At December 31, 2024, acquired loans secured by non-owner occupied and consumer real estate were $2.5 billion and comprised 7.4% of the total loan portfolio. This was a decrease of $743.9 million, or 22.9%, over December 31, 2023. Between both the non-acquired and acquired portfolios, 59.8% of loans were non-owner occupied and consumer real estate loans. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ◾ | Of the non-acquired real estate loans at December 31, 2024, $9.9 billion, or 29.1% of the loan portfolio were secured by non-owner occupied real estate. Loans secured by consumer real estate were $7.9 billion, or 23.4% of the total loan portfolio at December 31, 2024. This compared to loans secured by non-owner occupied real estate of $9.2 billion, or 28.3%, and loans secured by consumer real estate of $7.1 billion, or 21.8% of the loan portfolio at December 31, 2023. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ◾ | Of the acquired real estate loans, $1.7 billion, or 5.0% of the loan portfolio were secured by non-owner occupied real estate at December 31, 2024. Loans secured by consumer real estate were $787.9 million, or 2.3% of the loan portfolio. This compared to acquired loans secured by non-owner occupied real estate of $2.3 billion, or 7.2%, and loans secured by consumer real estate of $921.6 million, or 2.8% of the loan portfolio at December 31, 2023. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Included within loans secured by non-owner occupied real estate noted above are construction and land development loans. Total construction and land development loans were $2.2 billion at December 31, 2024 compared to $2.9 billion at December 31, 2023. Construction and land development loans are more susceptible to a risk of loss during a downturn in the business cycle. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ◾ | Non-acquired construction and land development loans declined $637.3 million to $2.1 billion in 2024 from $2.8 billion at December 31, 2023. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ◾ | Acquired construction and land development loans declined $101.9 million to $43.4 million in 2024 from $145.3 million at December 31, 2023. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Total consumer real estate loans were comprised of $7.1 billion in consumer owner occupied loans and $1.6 billion in home equity line loans at December 31, 2024. This compares to $6.6 billion in consumer owner occupied loans and $1.4 billion in home equity line loans at December 31, 2023. During 2024, the consumer real estate loan portfolio increased by $721.5 million from December 31, 2023 through organic growth. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ◾ | Non-acquired loans secured by consumer real estate were comprised of $6.6 billion in consumer owner occupied loans and $1.4 billion in home equity loans at December 31, 2024. At December 31, 2023, we had $5.9 billion in consumer owner occupied loans and $1.1 billion in home equity loans in the non-acquired loan portfolio. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ◾ | Acquired loans secured by consumer real estate are comprised of $574.0 million in consumer owner occupied loans and $213.9 million in home equity loans at December 31, 2024. At December 31, 2023, we had $666.6 million in consumer owner occupied loans and $255.0 million in home equity loans in the acquired loan portfolio. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Non-acquired and acquired commercial owner-occupied real estate loans were $4.5 billion, or 13.4%, and $1.2 billion, or 3.5%, respectively, of the total loan portfolio at December 31, 2024 compared to $4.0 billion, or 12.5%, and $1.5 billion, or 4.5%, respectively, of the loan portfolio at December 31, 2023. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ◾ | Non-acquired commercial owner-occupied real estate loans increased $505.0 million through organic growth and renewals of acquired loans. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ◾ | Acquired commercial owner-occupied real estate loans decreased $286.2 million due to principal payments, charge offs, foreclosures and renewals of acquired loans that were moved to our non-acquired loan portfolio from December 31, 2023 compared to December 31, 2024. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Non-acquired and acquired commercial and industrial loans were $5.6 billion, or 16.6%, and $601.3 million, or 1.8%, respectively, of the total loan portfolio at December 31, 2024 compared to $4.6 billion, or 14.2%, and $903.5 million, or 2.8%, respectively, of the loan portfolio at December 31, 2023. |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ◾ | Non-acquired commercial and industrial loans increased $1.0 billion during 2024 from December 31, 2023. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ◾ | Acquired commercial and industrial loans decreased $302.2 million from December 31, 2023 compared to December 31, 2024. |
Total loan interest income was $1.9 billion in 2024, an increase of $204.8 million, or 11.9%, compared to $1.7 billion in 2023. This increase was due to both an increase in the average balance and an increase in the yield on the total loan portfolio in 2024. The overall average balance in the loan portfolio increased $1.7 billion in 2024. The average balance on the non-acquired loan portfolio increased $3.1 billion, offset by a $1.4 billion decline in the acquired loan portfolio. The growth in the non-acquired loan portfolio average balance was due to normal organic growth and renewals of acquired loans. The decline in the acquired loan portfolio was due to paydowns and payoffs, along with renewals of acquired loans that were moved to our non-acquired loan portfolio. The overall yield on the loan portfolio increased by 33 basis points in 2024. This increase was due to a 43-basis point increase in the yield on the non-acquired portfolio and a 10-basis point increase in the yield on the acquired portfolio. The yield on the non-acquired loan portfolio increased from 5.29% in 2023 to 5.72% in 2024 and the yield on the acquired loan portfolio increased from 6.10% in 2023 to 6.20% in 2024. The increase in the yields on the non-acquired loan portfolio and the acquired loan portfolio was due to the repricing of loans in a higher interest rate environment for most of 2024 reflecting the rise in interest rates starting in March 2022 thru August 2023, then remaining unchanged until September 2024 when the rates began to decline.
The table below shows the contractual maturity of the non-acquired loan portfolio at December 31, 2024.
Table 11—Maturity Distribution of Non-acquired Loans
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2024 | | | 1 Year | Maturity | Maturity | | Over | |||||||||
| (Dollars in thousands) | | Total | | or Less | | 1 to 5 Years | | 5 to 15 Years | | 15 Years | ||||||
| Non‑owner-occupied real estate | | $ | 9,856,716 | | $ | 1,259,640 | | $ | 4,930,914 | | $ | 3,304,198 | | $ | 361,964 | |
| Consumer real estate | | 7,927,024 | | 61,675 | | 362,443 | | 1,124,707 | | 6,378,199 | | |||||
| Commercial owner-occupied real estate | | 4,537,328 | | 267,205 | | 1,689,246 | | 2,427,121 | | 153,756 | | |||||
| Commercial and industrial | | 5,621,542 | | 1,381,476 | | 2,150,779 | | 1,498,470 | | 590,817 | | |||||
| Other income producing property | | 472,343 | | 52,914 | | 267,671 | | 78,379 | | 73,379 | | |||||
| Consumer | | 979,945 | | 98,084 | | 329,554 | | 298,108 | | 254,199 | | |||||
| Other loans | | 10,092 | | 10,092 | | — | | — | | — | | |||||
| Total non‑acquired loans | | $ | 29,404,990 | | $ | 3,131,086 | | $ | 9,730,607 | | $ | 8,730,983 | | $ | 7,812,314 | |
Table 12—Non-Acquired Loans Due After One Year - Fixed or Floating
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| December 31, 2024 | | | | | | ||
| (Dollars in thousands) | | Fixed Rate | | Variable Rate | | ||
| Non‑owner-occupied real estate | | $ | 3,040,876 | | $ | 5,556,200 | |
| Consumer real estate | | 3,407,022 | | 4,458,327 | | ||
| Commercial owner-occupied real estate | | 2,528,089 | | 1,742,034 | | ||
| Commercial and industrial | | 2,970,593 | | 1,269,473 | | ||
| Other income producing property | | 278,954 | | 140,475 | | ||
| Consumer | | 865,556 | | 16,305 | | ||
| Total non‑acquired loans | | $ | 13,091,090 | | $ | 13,182,814 | |
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The table below shows the contractual maturity of the acquired non-purchased credit deteriorated loan portfolio at December 31, 2024.
Table 13—Maturity Distribution of Acquired Non-purchased Credit Deteriorated Loans
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2024 | | | 1 Year | Maturity | Maturity | | Over | |||||||||
| (Dollars in thousands) | | Total | | or Less | | 1 to 5 Years | | 5 to 15 Years | | 15 Years | ||||||
| Non‑owner-occupied real estate | | $ | 1,355,452 | | $ | 167,702 | | $ | 709,405 | | $ | 455,199 | | $ | 23,146 | |
| Consumer real estate | | 619,208 | | 23,412 | | 135,673 | | 126,689 | | 333,434 | | |||||
| Commercial owner-occupied real estate | | 912,760 | | 76,408 | | 415,231 | | 374,751 | | 46,370 | | |||||
| Commercial and industrial | | 579,883 | | 32,149 | | 239,342 | | 226,690 | | 81,702 | | |||||
| Other income producing property | | 111,394 | | 14,453 | | 35,391 | | 41,473 | | 20,077 | | |||||
| Consumer | | 56,879 | | 3,661 | | 9,945 | | 39,318 | | 3,955 | | |||||
| Other | | | 206 | | | 206 | | | — | | — | | | — | | |
| Total acquired - non-purchased credit deteriorated loans | | $ | 3,635,782 | | $ | 317,991 | | $ | 1,544,987 | | $ | 1,264,120 | | $ | 508,684 | |
Table 14—Acquired Non-PCD Loans Due After One Year - Fixed or Floating
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| December 31, 2024 | | | | | | ||
| (Dollars in thousands) | | Fixed Rate | | Variable Rate | | ||
| Non‑owner-occupied real estate | | $ | 316,630 | | $ | 871,120 | |
| Consumer real estate | | 192,662 | | 403,134 | | ||
| Commercial owner-occupied real estate | | 331,131 | | 505,221 | | ||
| Commercial and industrial | | 357,399 | | 190,335 | | ||
| Other income producing property | | 26,276 | | 70,665 | | ||
| Consumer | | 51,370 | | 1,848 | | ||
| Total acquired - non-purchased credit deteriorated loans | | $ | 1,275,468 | | $ | 2,042,323 | |
The table below shows the contractual maturity of the acquired purchased credit deteriorated loan portfolio at December 31, 2024.
Table 15—Maturity Distribution of Acquired Purchased Credit Deteriorated Loans
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2024 | | | 1 Year | Maturity | Maturity | | Over | |||||||||
| (Dollars in thousands) | | Total | | or Less | | 1 to 5 Years | | 5 to 15 Years | | 15 Years | ||||||
| Non‑owner-occupied real estate | | $ | 355,891 | | $ | 34,578 | | $ | 173,463 | | $ | 126,462 | | $ | 21,388 | |
| Consumer real estate | | 168,737 | | 7,175 | | 25,525 | | 36,550 | | 99,487 | | |||||
| Commercial owner-occupied real estate | | 266,288 | | 36,777 | | 114,068 | | 104,865 | | 10,578 | | |||||
| Commercial and industrial | | 21,451 | | 3,314 | | 10,947 | | 5,280 | | 1,910 | | |||||
| Other income producing property | | 24,013 | | 1,805 | | 4,471 | | 12,310 | | 5,427 | | |||||
| Consumer | | 25,775 | | 450 | | 5,463 | | 19,681 | | 181 | | |||||
| Total acquired ‑ purchased credit deteriorated loans (PCD) | | $ | 862,155 | | $ | 84,099 | | $ | 333,937 | | $ | 305,148 | | $ | 138,971 | |
Table 16—Acquired PCD Loans Due After One Year - Fixed or Floating
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| December 31, 2024 | | | | | | ||
| (Dollars in thousands) | | Fixed Rate | | Variable Rate | | ||
| Non‑owner-occupied real estate | | $ | 53,631 | | $ | 267,682 | |
| Consumer real estate | | 75,801 | | 85,761 | | ||
| Commercial owner-occupied real estate | | 76,553 | | 152,958 | | ||
| Commercial and industrial | | 11,880 | | 6,257 | | ||
| Other income producing property | | 4,849 | | 17,359 | | ||
| Consumer | | 25,311 | | 14 | | ||
| Total acquired ‑ purchased credit deteriorated loans (PCD) | | $ | 248,025 | | $ | 530,031 | |
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Total commercial non-owner-occupied loans of $9.4 billion, approximately 27.7% of the total loans held for investment, was the largest category of the loan portfolio as of December 31, 2024. As of December 31, 2024, approximately 95% of the commercial non-owner-occupied portfolio was located within the Company’s footprint. Of the $9.4 billion, approximately $1.2 billion, or 4% of the total loans, represented our office segment. Approximately 95% of the office segment was located in the Company’s footprint and approximately 9% was located within the metropolitan or central business district. The weighted average Debt Service Coverage (“DSC”) was 1.62x and the loan-to-value was 57%. For additional discussion around classified commercial non-owner-occupied loans, refer to the “Nonperforming Assets” section in this MD&A.
The following table presents the top eight loan segments of the commercial non-owner-occupied loan category (excluding loans held for sale). The loan segments in the table below are determined by the call code, used for the Bank’s regulatory reporting requirements issued by the FDIC for the FFIEC 041, also referred to as the Call Report.
Table 17—Commercial Non-Owner-Occupied Loans
| | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Commercial Non-Owner-Occupied Loans | | Net Book | | Average | | Weighted- | | Weighted-Average | | | % of | | | % of Substandard & | | | % of | | | ||
| (Dollars in thousands) | | Balance (1) | Loan Size | | Average DSC (2) | | Loan-to-Value (3) | | | Non-Accrual | | | Accruing | | | Special Mention | | | |||
| December 31, 2024 | | | | | | | | | | | | | | | | | | | | | |
| Loan Type: | | | | | | | | | | | | | | | | | | | | | |
| Retail | | $ | 2,105,708 | | $ | 1,709 | | 1.77 | | 52 | % | | 0.1 | % | | 0.45 | % | | 0.30 | % | |
| Multifamily | | | 1,582,996 | | | 3,541 | | 1.47 | | 51 | % | | — | % | | 8.87 | % | | 11.12 | % | |
| Warehouse/Industrial | | | 1,291,637 | | | 1,794 | | 1.67 | | 57 | % | | — | % | | 4.43 | % | | 2.57 | % | |
| Office | | | 1,194,571 | | | 1,379 | | 1.62 | | 57 | % | | 1.22 | % | | 13.25 | % | | 1.53 | % | |
| Hotel | | | 998,654 | | | 4,801 | | 2.06 | | 55 | % | | 0.1 | % | | 6.31 | % | | 3.02 | % | |
| Other | | | 564,354 | | | 1,357 | | 1.56 | | 56 | % | | — | % | | 10.63 | % | | 3.80 | % | |
| Medical | | | 551,440 | | | 1,734 | | 1.71 | | 57 | % | | — | % | | 1.35 | % | | 0.33 | % | |
| Self Storage | | | 456,314 | | | 3,651 | | 1.48 | | 54 | % | | — | % | | 11.8 | % | | 3.68 | % | |
| | | | | | | | | | | | | | | | | | | | | | |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (1) | Net book balance in each segment that represents 2% or more of commercial non-owner-occupied portfolio as of December 31, 2024. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (2) | Weighted average DSC information from the Company’s December 31, 2023, stress test using commitment balances, totaling approximately $6.1 billion. The Weighted average DSC information excludes loans below $1.5 million, unless part of a larger relationship. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (3) | Weighted-average Loan-to-Value as of December 31, 2024. |
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Nonperforming Assets (“NPAs”)
The level of risk elements in the loan portfolio, OREO and other nonperforming assets for the past two years is shown below:
Table 18—Nonperforming Assets
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| | | | December 31, | |||||
| (Dollars in thousands) | | 2024 | 2023 | |||||
| Non-acquired: | | | | | | | | |
| Nonaccrual loans | | | $ | 134,867 | | $ | 110,467 | |
| Accruing loans past due 90 days or more | | | 3,293 | | 11,305 | | ||
| Modified loans to a borrower experiencing financial difficulty – nonaccrual | | | 7,115 | | — | | ||
| Total non-acquired nonperforming loans | | | 145,275 | | 121,772 | | ||
| Other real estate owned (“OREO”) (1) (2) | | | 648 | | 228 | | ||
| Other nonperforming assets (3) | | | 534 | | 483 | | ||
| Total OREO and other nonperforming assets excluding acquired assets | | | 1,182 | | 711 | | ||
| Total nonperforming assets excluding acquired assets | | | 146,457 | | 122,483 | | ||
| Acquired: | | | | | | | | |
| Nonaccrual loans (4) | | | 58,923 | | 58,916 | | ||
| Accruing loans past due 90 days or more | | | — | | 1,174 | | ||
| Modified loans to a borrower experiencing financial difficulty – nonaccrual | | | | 6,391 | | | 839 | |
| Total acquired nonperforming loans | | | 65,314 | | 60,929 | | ||
| Acquired OREO and other nonperforming assets: | | | | | | | | |
| Acquired OREO (1) (5) | | | 1,505 | | 609 | | ||
| Other acquired nonperforming assets (3) | | | 78 | | 103 | | ||
| Total acquired OREO and other nonperforming assets | | | 1,583 | | 712 | | ||
| Total acquired nonperforming assets | | | 66,897 | | 61,641 | | ||
| Total nonperforming assets | | | $ | 213,354 | | $ | 184,124 | |
| Excluding acquired assets: | | | | | | | | |
| Total nonperforming assets as a percentage of total loans and repossessed assets (6) | | | 0.50 | % | 0.46 | % | ||
| Total nonperforming assets as a percentage of total assets (7) | | | 0.32 | % | 0.27 | % | ||
| Nonperforming loans as a percentage of period end loans (6) | | | 0.49 | % | 0.46 | % | ||
| Including acquired assets: | | | | | | | | |
| Total nonperforming assets as a percentage of total loans and repossessed assets (6) | | | 0.63 | % | 0.57 | % | ||
| Total nonperforming assets as a percentage of total assets (7) | | | 0.46 | % | 0.41 | % | ||
| Nonperforming loans as a percentage of period end loans (6) | | | 0.62 | % | 0.56 | % |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (1) | Consists of real estate acquired as a result of foreclosure. Excludes certain property no longer intended for bank use. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (2) | Excludes non-acquired bank premises held for sale of $3.3 million and $9.0 million as of December 31, 2024 and 2023, respectively, that is now separately disclosed on the balance sheet. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (3) | Consists of non-real estate foreclosed assets, such as repossessed vehicles. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (4) | Includes nonaccrual loans that are purchase credit deteriorated (PCD loans). |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (5) | Excludes acquired bank premises held for sale of $0 and $3.4 million as of December 31, 2024 and 2023, respectively, that is now separately disclosed on the balance sheet. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (6) | Loan data excludes mortgage loans held for sale. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (7) | For purposes of this calculation, total assets include all assets (both acquired and non-acquired). |
Total non-acquired nonperforming loans were $145.3 million, or 0.49% of total non-acquired loans, an increase of approximately $23.5 million, or 19.3%, from December 31, 2023. The increase in nonperforming loans was driven primarily by an increase in consumer nonaccrual loans of $21.1 million, an increase in commercial nonaccrual loans of $3.3 million and an increase in modified loans with borrowers with financial difficulties on nonaccrual of $7.1 million, offset by a decrease in accruing loans past due 90 days or more of $8.0 million. The increase in consumer nonaccrual loans year over year was primarily in first mortgage 1-4 family owner occupied loans. Acquired nonperforming loans were $65.3 million, or 1.45% of total acquired loans, an increase of $4.4, or 7.2% from December 31, 2023. The increase in acquired nonperforming loans was mainly driven by an increase in restructured loans of $5.6 million, offset by a decrease in accruing loans past due 90 days or more of $1.2 million.
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The top ten nonaccrual loans at December 31, 2024 totaled $69.3 million and consisted of three loans located in South Carolina, three in North Carolina, three in Georgia, and one in Florida. These loans comprise 33.4% of total nonaccrual loans at December 31, 2024, with around 34% being real estate collateral dependent and the other 66% being non real estate. We currently hold a specific reserve against four of these ten loans, totaling $18.5 million. The remaining six loans do not carry a specific reserve due to carrying balances being below current collateral values.
As of December 31, 2024, the Bank had a total of $36.1 million loans to borrowers experiencing financial difficulty. Of the $36.1 million, $29.3 million loans were current and $6.8 million loans were 30 to 89 days past due.
Allowance for Credit Losses (“ACL”) on Loans and Certain Off-Balance-Sheet Credit Exposure
The ACL reflects management’s estimate of losses that will result from the inability of our borrowers to make required loan payments. The Company records loans charged off against the ACL and subsequent recoveries, if any, increase the ACL when they are recognized.
Management considers forward-looking information in estimating expected credit losses. The Company subscribes to a third-party service which provides a quarterly macroeconomic baseline outlook and alternative scenarios for the United States economy. The baseline, along with the evaluation of alternative scenarios, is used by management to determine the best estimate within the range of expected credit losses. Management evaluates the appropriateness of the reasonable and supportable forecast scenarios and takes into consideration the scenarios in relation to actual economic and other data, such as the unemployment rate, gross domestic product, the path of interest rates, monetary and fiscal policy, inflation, the residential and commercial real estate markets, and global events like the Russian/Ukraine conflict and unrest in middle east, as well as the volatility and magnitude of changes within those scenarios quarter over quarter and consideration of conditions within the Bank’s operating environment and geographic area. Additional forecast scenarios may be weighted along with the baseline forecast to arrive at the final reserve estimate. While periods of relative economic stability should generally lead to stability in forecast scenarios and weightings to estimate credit losses, management considers the alignment of forecast assumptions and weightings in relation to its economic outlook on a quarterly basis, in accordance with the accounting standards. For the contractual term that extends beyond the reasonable and supportable forecast period, the Company reverts to the long term average loss rate within four quarters using a straight-line approach. The Company generally uses an eight-quarter forecast and a four-quarter reversion period.
In spite of the rapid interest rate hikes experienced cycle-to-date, the U.S. has thus far avoided a recession. Management continues to use a blended forecast scenario of the baseline, upside, and more severe scenario, depending on the circumstances and economic outlook. As of December 31, 2024, management selected a baseline weighting of 40%, a 30% weighting for an upside scenario and a 30% weighting for the more severe scenario. The scenario weightings were unchanged from the prior quarter. Scenario weightings are generally expected to remain stable but are reviewed on a quarterly basis. The scenario weightings reflect continued recognition of downside risks in the economic forecast from persistent levels of inflation and high interest rates. While employment figures still show resilience and actual loan losses remain at low levels, continued projected borrower weakness related to high interest rates, uncertainty, and lingering chances of an economic downturn continue to moderate optimism in the path of the forecast and kept expected losses mostly flat. As a result, the Company recorded provision for credit losses of $16.0 million and net charge-offs of $18.2 million during 2024.
The Company has a variety of assets that have a component that qualifies as an off-balance sheet exposure. These primarily include undrawn portions of revolving lines of credit and standby letters of credit. Please see Note 1—Summary of Significant Accounting Policies in this Report on Form 10-K for further detailed descriptions of our estimation process and methodology related to the ACL on certain off-balance-sheet credit exposures. As of December 31, 2024 and 2023, the liabilities recorded for expected credit losses on unfunded commitments were $45.3 million and $56.3 million, respectively. The current adjustment to the ACL for unfunded commitments is recognized through the Provision for Credit Losses in the Consolidated Statements of Income.
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As of December 31, 2024, the balance of the ACL was $465.3 million, or 1.37%, of total loans. For the year ended December 31, 2024, the ACL increased $8.7 million from the balance of $456.6 million at December 31, 2023. The increase in ACL of $8.7 million included $27.0 million of provision for credit losses, and $18.2 million in net charge-offs. For both the three and twelve months ended December 31, 2024, the Company recorded provision for credit losses due to loan growth and current forecasts applied to our modeling to adequately capture growing economic recessionary risks. As of December 31, 2023, the balance of the ACL was $456.6 million or 1.41% of total loans. For the year ended December 31, 2023, the ACL increased $100.1 million from the balance of $356.4 million at December 31, 2022. The increase in ACL of $100.1 million included $125.0 million of provision for credit losses, and $24.9 million in net charge-offs. For both the three and twelve months ended December 31, 2023, the Company recorded provision for credit losses due to loan growth and current forecasts applied to our modeling to adequately capture growing economic recessionary risks.
At December 31, 2024, the Company had a reserve on unfunded commitments of $45.3 million, which was recorded as a liability on the Consolidated Balance Sheet, compared to $56.3 million at December 31, 2023. During the three and twelve months ended December 31, 2024, the Company recorded an increase in the reserve for unfunded commitments of $3.8 million and a release for $11.0 million, respectively. For the prior comparative period, the Company recorded a release in the reserve for unfunded commitments of $6.0 million and $10.9 million, respectively. The provision for credit losses for unfunded commitments is based on the growth in unfunded loan commitments, production mix, and current forecast scenarios applied to our modeling to adequately capture growing economic recessionary risks. This amount was recorded in Provision (Recovery) for Credit Losses on the Consolidated Statements of Income. The Company did not have an allowance for credit losses or record a provision for credit losses on investment securities or other financials asset during 2024.
The ACL provides 2.21 times coverage of nonperforming loans at December 31, 2024. Net charge offs to total average loans during the year ended December 31, 2024 were 0.06%, compared to 0.08% during the year ended December 31, 2023. ACL, including reserve for unfunded commitments, as a percentage of loans were 1.51% and 1.58%, respectively, as of December 31, 2024 and 2023.
The following table provides the allocation, by segment, for expected credit losses for the year ended December 31, 2024. While non-owner occupied CRE is the largest segment of our loan portfolio, the risk profile of the non-owner occupied CRE portfolio remains low and stable. We have a granular loan portfolio where the average loan size of the non-owner occupied CRE portfolio is less than $5 million. The weighted average loan to value for the non-owner occupied CRE portfolio was less than 60% as of December 31, 2024. Loans for the commercial office space, which are included in the non-owner occupied CRE portfolio, represent approximately 4% of the total outstanding portfolio with an average loan size of less than $2 million as of December 31, 2024. Over 95% of these office spaces are located in the Company’s southeast footprint, of which approximately 83% mature in 2026 or later.
Table 19—Allocation of the Allowance by Segment
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | December 31, 2024 | | December 31, 2023 | | ||||||
| (Dollars in thousands) | Amount | % * | Amount | % * | ||||||||
| Residential Mortgage Senior | | | $ | 42,687 | 22.4 | % | $ | 78,052 | 21.8 | % | ||
| Residential Mortgage Junior | | | 432 | 0.1 | % | 745 | 0.0 | % | ||||
| Revolving Mortgage | | | 14,845 | 4.8 | % | 10,942 | 4.6 | % | ||||
| Residential Construction | | | 9,298 | 1.1 | % | 5,024 | 2.1 | % | ||||
| Other Construction and Development | | | 65,553 | 5.2 | % | 65,772 | 6.8 | % | ||||
| Consumer | | | 17,484 | 3.1 | % | 23,331 | 3.8 | % | ||||
| Multifamily | | | | 22,279 | | 4.7 | % | | 13,766 | | 2.7 | % |
| Municipal | | | | 1,197 | | 2.3 | % | | 900 | | 2.3 | % |
| Owner-Occupied Commercial Real Estate | | | | 78,753 | | 16.9 | % | | 71,580 | | 16.9 | % |
| Non-Owner-Occupied Commercial Real Estate | | | | 111,538 | | 23.1 | % | | 137,055 | | 23.8 | % |
| Commercial and Industrial | | | 101,214 | 16.3 | % | 49,406 | 15.1 | % | ||||
| Total | | $ | 465,280 | 100.0 | % | $ | 456,573 | 100.0 | % |
* Loan balance in each category expressed as a percentage of total loans.
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The following table presents a summary of net charge off ratios by loan segment, for the year ended December 31, 2024 and 2023:
Table 20—Disaggregated Net Recovery (Charge Off) Ratio by Segment
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Year Ended | ||||||||||||||||
| | | December 31, 2024 | | December 31, 2023 | ||||||||||||||
| (Dollars in thousands) | | Net Recovery (Charge Off) | | Average Balance | | Net Recovery (Charge Off) Ratio | Net Recovery (Charge Off) | | Average Balance | | Net Recovery (Charge Off) Ratio | |||||||
| Residential Mortgage Senior | | $ | (379) | | $ | 7,369,909 | | (0.01) | % | | $ | 735 | | $ | 6,399,401 | | 0.01 | % |
| Residential Mortgage Junior | | 222 | | 18,642 | | 1.19 | % | | 108 | | 12,142 | | 0.89 | % | ||||
| Revolving Mortgage | | 949 | | 1,546,347 | | 0.06 | % | | 1,073 | | 1,422,717 | | 0.08 | % | ||||
| Residential Construction | | (263) | | 517,782 | | (0.05) | % | | 128 | | 823,952 | | 0.02 | % | ||||
| Other Construction and Development | | (868) | | 1,970,675 | | (0.04) | % | | 462 | | 1,981,715 | | 0.02 | % | ||||
| Consumer | | (5,664) | | 1,139,980 | | (0.50) | % | | (9,795) | | 1,253,419 | | (0.78) | % | ||||
| Multifamily | | | 66 | | | 1,234,870 | | 0.01 | % | | | 41 | | | 857,100 | | 0.00 | % |
| Municipal | | | — | | | 761,195 | | — | % | | | — | | | 733,406 | | — | % |
| Owner-Occupied Commercial Real Estate | | | (380) | | | 5,554,828 | | (0.01) | % | | | 812 | | | 5,531,908 | | 0.01 | % |
| Non-Owner-Occupied Commercial Real Estate | | | 1,184 | | | 7,889,448 | | 0.02 | % | | | 658 | | | 7,608,018 | | 0.01 | % |
| Commercial and Industrial | | (13,111) | | 5,128,543 | | (0.26) | % | | (19,088) | | 4,779,513 | | (0.40) | % | ||||
| Total | | $ | (18,244) | | $ | 33,132,219 | | (0.06) | % | $ | (24,866) | | $ | 31,403,291 | | (0.08) | % |
The following table presents a summary of the changes in the ACL, for the years ended December 31, 2024, 2023 and 2022:
Table 21—Summary of the Changes in ACL
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, | ||||||||||||||||||||||||||
| | | 2024 | | 2023 | | 2022 | ||||||||||||||||||||||
| | | Non-PCD | | PCD | | | | Non-PCD | | PCD | | | | Non-PCD | | PCD | | | ||||||||||
| (Dollars in thousands) | | Loans | | Loans | | Total | | Loans | | Loans | | Total | | Loans | | Loans | | Total | ||||||||||
| Allowance for credit losses at January 1 | $ | 423,876 | | $ | 32,697 | | $ | 456,573 | | $ | 309,606 | | $ | 46,838 | | $ | 356,444 | | $ | 225,227 | | $ | 76,580 | | $ | 301,807 | | |
| ACL - PCD loans for ACBI merger | — | | | — | | — | | — | | | — | | — | | — | | | 13,758 | | 13,758 | | |||||||
| Loans charged-off | (30,347) | | | (4,723) | | (35,070) | | (39,077) | | | (1,571) | | (40,648) | | (17,332) | | | (6,114) | | (23,446) | | |||||||
| Recoveries of loans previously charged off | 12,433 | | | 4,393 | | 16,826 | | 9,987 | | | 5,795 | | 15,782 | | 12,140 | | | 7,033 | | 19,173 | | |||||||
| Net (charge-offs) recoveries | (17,914) | | | (330) | | (18,244) | | (29,090) | | | 4,224 | | (24,866) | | (5,192) | | | 919 | | (4,273) | | |||||||
| Initial provision for credit losses - ACBI | — | | | — | | — | | — | | | — | | — | | 13,697 | | | — | | 13,697 | | |||||||
| Provision (recovery) for credit losses | | 38,997 | | | (12,046) | | 26,951 | | 143,360 | | | (18,365) | | 124,995 | | 75,874 | | | (44,419) | | 31,455 | | ||||||
| Balance at end of period | $ | 444,959 | | $ | 20,321 | | $ | 465,280 | | $ | 423,876 | | $ | 32,697 | | $ | 456,573 | | $ | 309,606 | | $ | 46,838 | | $ | 356,444 | | |
| | | | | | | | | | | | | | | | | | | | ||||||||||
| Total loans, net of unearned income: | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| At period end | | $ | 33,902,927 | | | | | | | | $ | 32,388,489 | | | | | | | | $ | 30,177,862 | | | | | | | |
| Average | | 33,132,219 | | | | | | | | 31,403,291 | | | | | | | | 27,456,134 | | | | | | | | |||
| Net charge-offs as a percentage of average loans (annualized) | | 0.06 | % | | | | | | | 0.08 | % | | | | | | | 0.02 | % | | | | | | | |||
| Allowance for credit losses as a percentage of period end loans | | 1.37 | % | | | | | | | 1.41 | % | | | | | | | 1.18 | % | | | | | | | |||
| Allowance for credit losses as a percentage of period end non-performing loans (“NPLs”) | | 220.94 | % | | | | | | | 249.90 | % | | | | | | | 328.29 | % | | | | | | |
* Net charge-offs at December 31, 2024, 2023 and 2022 include automated overdraft protection (“AOP”) and insufficient fund (“NSF”) principal net charge-offs of $2.8 million, $6.8 million and $6.5 million, respectively, that are included in the consumer classification above.
** Average loans, net of unearned income does not include loans held for sale.3
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Deposits
We rely on deposits by our customers as the primary source of funds for the continued growth of our loan and investment securities portfolios. Customer deposits are categorized as either noninterest-bearing deposits or interest-bearing deposits. Noninterest-bearing deposits (or demand deposits) are transaction accounts that provide us with “interest-free” sources of funds. Interest-bearing deposits include savings deposit, interest-bearing transaction accounts, certificates of deposits, and other time deposits. Interest-bearing transaction accounts include NOW, HSA, IOLTA, and Market Rate checking accounts. The Company uses brokered time deposits as a secondary source of deposits to supplement its primary source through organic growth of deposits from our customers.
During 2024, overall deposits increased $1.0 million, or 2.7%, to $38.1 billion from 2023. The increase was driven by growth in money market accounts of $1.5 billion and interest-bearing checking deposits of $253.5 million. These increases were partially offset by declines in noninterest-bearing checking deposits of $457.2 million, savings deposits of $218.0 million, and time deposits of $84.2 million, including a decrease in brokered deposits of $104.3 million. During 2024, there was an increase in the balance of higher yielding money market as customers shifted funds from noninterest-bearing deposits and savings accounts to gain flexibility and benefit from higher yields in a comparatively higher rate environment. The Company raised interest rates on most interest-bearing deposit products (in particular money market accounts and time deposit specials) during 2023 and the first half of 2024 due to competitive pressures to retain deposits. In the fourth quarter of 2024, the Company began to reduce its interest rates on deposit products as the Federal Reserve Bank began reducing its federal funds target rate in September 2024. The federal funds target rate declined 100 basis points from September 2024 to December 2024. The Company also saw a reduction in its brokered deposits from $1.1 billion at September 30, 2024 to $614.5 million at December 31, 2024. The Company saw growth in its in-market deposits in the fourth quarter of 2024, and therefore allowed maturing brokered time deposits to run off.
The following table presents total deposits for the two years at December 31:
Table 22—Total Deposits
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | | December 31, | |||||
| (Dollars in thousands) | 2024 | 2023 | |||||
| Noninterest-bearing deposits | | $ | 10,192,116 | | $ | 10,649,274 | |
| Savings deposits | | 2,414,172 | | 2,632,212 | | ||
| Interest‑bearing demand deposits | | 21,288,856 | | 19,517,470 | | ||
| Total savings and interest‑bearing demand deposits | | 23,703,028 | | 22,149,682 | | ||
| Certificates of deposit | | 4,161,095 | | 4,245,382 | | ||
| Other time deposits | | 4,627 | | 4,571 | | ||
| Total time deposits | | 4,165,722 | | 4,249,953 | | ||
| Total deposits | | $ | 38,060,866 | | $ | 37,048,909 | |
The following are key highlights regarding overall changes in total deposits:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Total deposits increased $1.0 billion, or 2.7%, for the year ended December 31, 2024, compared to 2023. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Noninterest-bearing deposits (demand deposits) decreased by $457.2 million, or 4.3%, for the year ended December 31, 2024, when compared with December 31, 2023. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Money market (Market Rate Checking) and other interest-bearing demand deposits increased $1.8 billion, or 9.1%, for the year ended December 31, 2024 |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Savings deposits decreased $218.0 million, or 8.3%, when compared with December 31, 2023. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | At December 31, 2024, and 2023, core deposits (total deposits excluding time deposits) represented 89% of total deposits. |
The following are key highlights regarding overall growth in average total deposits:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Total deposits averaged $37.4 billion in 2024, an increase of $771.3 million, or 2.1%, from 2023. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Average interest-bearing deposits increased by $2.0 billion, or 8.2%, to $26.9 billion in 2024 compared to 2023. The increase in average interest-bearing deposits was due an increase in money market and other interest-bearing demand deposits of $2.1 billion, or 12.0% in 2024. |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Average noninterest-bearing demand deposits decreased by $1.3 billion, or 10.7%, to $10.5 billion in 2024 compared to 2023. Customers moved funds from noninterest-bearing demand deposits to money market and interest-bearing demand deposits with the higher rate environment in 2023 and a majority of 2024. |
The following table provides a maturity distribution of certificates of deposit of $250,000 or more for the next twelve months as of December 31:
Table 23—Maturity Distribution of Certificates of Deposits of $250 Thousand or More
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | | December 31, | | December 31, | | | | ||
| (Dollars in thousands) | 2024 | 2023 | % Change | ||||||
| Within three months | | $ | 707,894 | | $ | 549,888 | 28.7 | % | |
| After three through six months | | 243,784 | | 166,344 | 46.6 | % | |||
| After six through twelve months | | 118,763 | | 165,126 | (28.1) | % | |||
| After twelve months | | 23,234 | | 45,855 | (49.3) | % | |||
| | | $ | 1,093,675 | | $ | 927,213 | 18.0 | % |
At December 31, 2024 and 2023, the Company estimates that it has approximately $14.7 billion and $14.2 billion, respectively, in uninsured deposits. The amounts above are estimates and are based on the same methodologies and assumptions used for the Bank’s regulatory reporting requirements by the FDIC for the Call Report.
The following table provides a maturity distribution of uninsured time deposits for the next twelve months as of December 31, 2024 and 2023:
Table 24—Maturity Distribution of Uninsured Time Deposits
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | | December 31, | | | |||||
| (Dollars in thousands) | 2024 | 2023 | % Change | ||||||
| Within three months | | $ | 343,644 | | $ | 285,760 | 20.3 | % | |
| After three through six months | | 117,784 | | 77,094 | 52.8 | % | |||
| After six through twelve months | | 75,513 | | 84,876 | (11.0) | % | |||
| After twelve months | | 13,984 | | 29,855 | (53.2) | % | |||
| | | $ | 550,925 | | $ | 477,585 | 15.4 | % |
Short-Term Borrowed Funds
Our short-term borrowed funds consist of federal funds purchased and securities sold under repurchase agreements, FRB borrowings on a secured line of credit, short-term FHLB Advances and the U.S. Bank line of credit. Note 9—Federal Funds Purchased and Securities Sold Under Agreements to Repurchase in our audited financial statements provides a profile of these funds at each year-end, the average amounts outstanding during each period, the maximum amounts outstanding at any month-end, and the weighted average interest rates on year-end and average balances in each category. Federal funds purchased and securities sold under agreements to repurchase most typically have maturities within one to three days from the transaction date. Certain of these borrowings have no defined maturity date. Note 10—Other Borrowings in our audited financial statements provide provides a profile of short-term FHLB advances, FRB borrowings and the U.S. Bank line of credit at each year-end, the average amount outstanding during each period and the weighted average interest rates on year-end and average balances. Short-term FHLB advances has a maturity of less than one year and the FRB borrowings and U.S. Bank line of credit has a daily maturity.
Long-Term Borrowed Funds
Our long-term borrowed funds consist of trust preferred junior subordinated debt and corporate subordinated debt. Note 10—Other Borrowings in our audited financial statements provides a profile of these funds at each year-end, the balance at year end, the interest rate at year end and the weighted average interest rate for long-term borrowings. Each issuance of trust preferred junior subordinated debt has a maturity of 30 years, but we can call the debt at any time without penalty.
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Capital and Dividends
Our ongoing capital requirements have been met primarily through retained earnings, less the payment of cash dividends. As of December 31, 2024, shareholders’ equity was $5.9 billion, a decrease of $357.3 million, or 6.5%, compared to the balance at December 31, 2023. The change from year-end 2023 was mainly attributable to net income of $534.8 million and the recognition of equity based compensation of $28.0 million. These increases were offset by dividends paid on common shares of $161.6 million, a decrease in the market value of securities available for sale, net of tax, of $24.3 million recorded through AOCI, cumulative adjustment to retained earnings pursuant to the adoptions of ASU 2023-02 of $10.2 million and common stock repurchased under our stock repurchase plan and equity plans of $16.8 million.
The following shows the changes in shareholders’ equity during 2024:
Table 25—Changes in Shareholders’ Equity
| | | | |
|---|---|---|---|
| (Dollars in thousands) | | | |
| Total shareholders' equity at December 31, 2023 | $ | 5,533,098 | |
| Net income | | | 534,783 |
| Cumulative adjustment pursuant to adoption of ASU 2023-02 | | | (10,246) |
| Dividends paid on common shares ($2.12 per share) | | | (161,597) |
| Dividends paid on restricted stock units | | | (1,297) |
| Net decrease in market value of securities available for sale, net of deferred taxes | | | (24,336) |
| Net decrease in market value of post retirement plan, net of deferred taxes | | | (49) |
| Stock options exercised | | | 5,580 |
| Employee stock purchases | | | 2,959 |
| Equity based compensation | | | 28,000 |
| Common stock repurchased pursuant to stock repurchase plan | | | (7,985) |
| Common stock repurchased - equity plans | | | (8,773) |
| Stock issued in lieu of cash - directors fees | | | 278 |
| Total shareholders' equity at December 31, 2024 | | $ | 5,890,415 |
On April 27, 2022, the Company’s Board of Directors approved the 2022 Stock Repurchase Program authorizing the Company to repurchase up to 3,750,000 of the Company’s common shares along with the remaining authorized shares of 370,021 from the Company’s 2021 Stock Repurchase Plan for a total authorization of 4.12 million shares. During 2024, the Company repurchased a total of 100,000 shares at a weighted average price of $79.85 per share pursuant to the 2022 Stock Repurchase Program. As of December 31, 2024, the 2022 Stock Repurchase Plan expired.
We are subject to regulations with respect to certain risk-based capital ratios. These risk-based capital ratios measure the relationship of capital to a combination of balance sheet and off-balance sheet risks. The values of both balance sheet and off-balance sheet items are adjusted based on the rules to reflect categorical credit risk. In addition to the risk-based capital ratios, the regulatory agencies have also established a leverage ratio for assessing capital adequacy. The leverage ratio is equal to Tier 1 capital divided by total consolidated on-balance sheet assets (minus amounts deducted from Tier 1 capital). The leverage ratio does not involve assigning risk weights to assets.
Specifically, we are required to maintain the following minimum capital ratios:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | a CET1, risk-based capital ratio of 4.5%; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | a Tier 1 risk-based capital ratio of 6%; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | a total risk-based capital ratio of 8%; and |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | a leverage ratio of 4%. |
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Under the current capital rules, Tier 1 capital includes two components: CET1 capital and additional Tier 1 capital. The highest form of capital, CET1 capital, consists solely of common stock (plus related surplus), retained earnings, accumulated other comprehensive income, otherwise referred to as AOCI, and limited amounts of minority interests that are in the form of common stock. Additional Tier 1 capital is primarily comprised of noncumulative perpetual preferred stock and Tier 1 minority interests. Tier 2 capital generally includes the allowance for loan losses up to 1.25% of risk-weighted assets, qualifying preferred stock, subordinated debt, trust preferred securities and qualifying tier 2 minority interests, less any deductions in Tier 2 instruments of an unconsolidated financial institution. AOCI is presumptively included in CET1 capital and often would operate to reduce this category of capital. When the current capital rules were first implemented, the Bank exercised its one-time opportunity at the end of the first quarter of 2015 for covered banking organizations to opt out of much of this treatment of AOCI, allowing us to retain our pre-existing treatment for AOCI.
In order to avoid restrictions on capital distributions or discretionary bonus payments to executives, a banking organization must maintain a “capital conservation buffer” on top of its minimum risk-based capital requirements. This buffer must consist solely of Tier 1 Common Equity, but the buffer applies to all three risk-based measurements (CET1, Tier 1 capital and total capital), resulting in the following effective minimum capital plus capital conservation buffer ratios: (i) a CET1 capital ratio of 7.0%, (ii) a Tier 1 risk-based capital ratio of 8.5%, and (iii) a total risk-based capital ratio of 10.5%.
The Bank is also subject to the regulatory framework for prompt corrective action, which identifies five capital categories for insured depository institutions (well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized) and is based on specified thresholds for each of the three risk-based regulatory capital ratios (CET1, Tier 1 capital and total capital) and for the leverage ratio.
The federal banking agencies revised their regulatory capital rules to (i) address the implementation of CECL; (ii) provide an optional three-year phase-in period for the adoption date adverse regulatory capital effects that banking organizations are expected to experience upon adopting CECL; and (iii) require the use of CECL in stress tests beginning with the 2020 capital planning and stress testing cycle for certain banking organizations that are subject to stress testing. CECL became effective for us on January 1, 2020 and the Company applied the provisions of the standard using the modified retrospective method as a cumulative-effect adjustment to retained earnings. Related to the implementation of ASU 2016-13, we recorded additional allowance for credit losses for loans of $54.4 million, deferred tax assets of $12.6 million, an additional reserve for unfunded commitments of $6.4 million and an adjustment to retained earnings of $44.8 million. Instead of recognizing the effects on regulatory capital from ASU 2016-13 at adoption, the Company initially elected the option for recognizing the adoption date effects on the Company’s regulatory capital calculations over a three-year phase-in. The three-year phase-in period ended at December 31, 2024.
In response to the COVID-19 pandemic in 2020, the federal banking agencies issued a final rule for additional transitional relief to regulatory capital related to the impact of the adoption of CECL. The Company chose the five-year transition method and is deferring the recognition of the effects from the adoption date and the CECL difference for the first two years of application. The modified CECL transitional amount was fixed as of December 31, 2021, and that amount began the three-year phase out in the first quarter of 2022 with the final 25% phased out in 2024. At December 31, 2024 and 2023, approximately $15.3 million and $30.5 million, respectively, was added to Tier 1 capital at the Company and Bank as a result of the modified CECL transition. Had the Company elected not to apply the modified CECL transitional amount to its Tier 1 capital, the Company and Bank would have still been considered well capitalized as of December 31, 2024 and 2023.
Table 26—Capital Adequacy Ratios
The following table presents our consolidated capital ratios under the applicable capital rules:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | | December 31, | |||||
| (In percent) | 2024 | 2023 | 2022 | ||||
| Common equity Tier 1 risk-based capital | | 12.62 | % | 11.75 | % | 10.96 | % |
| Tier 1 risk‑based capital | 12.62 | % | 11.75 | % | 10.96 | % | |
| Total risk‑based capital | 14.96 | % | 14.08 | % | 12.97 | % | |
| Tier 1 leverage | 10.04 | % | 9.42 | % | 8.72 | % |
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The Company’s and Bank’s Common equity Tier 1 risk-based capital, Tier 1 risk-based capital and total risk-based capital and Tier 1 leverage ratios all improved compared to December 31, 2023. All of these ratios improved due to net income recognized during 2024 of $534.8 million. Tier 1 capital increased 8.9% and 9.3% at the Bank and Company, respectively, with the increase in equity resulting from net income recognized during the current period. Total risk-based capital increased 8.5% and 8.2% at both the Bank and Company, respectively, with the increase in equity resulting from net income recognized during the current period, along with a slight increase in the allowance for credit losses and unfunded commitments includable in Tier 2 capital. Both regulatory risk-based assets and quarterly average assets remained flat in the fourth quarter of 2024 compared to the fourth quarter of 2023 with average assets for the both Company and Bank increasing 2.6% and risk-based assets increasing 1.9%. Our capital ratios are currently well in excess of the minimum standards and continue to be in the “well capitalized” regulatory classification. Should the Company need to sell its available for sale and held to maturity securities for liquidity purposes and recognize the unrealized losses as of December 31, 2024 through earnings, all else equal, our capital ratios would remain well in excess of the minimum standards and continue to be in the “well capitalized” regulatory classification.
The Company pays cash dividends to shareholders from its assets, which are mainly provided by dividends from its banking subsidiary. However, certain restrictions exist regarding the ability of its banking subsidiary to transfer funds to the Company in the form of cash dividends, loans or advances. The approval of the OCC is required if the total of all dividends declared by the Bank in any calendar year exceeds the total of its net profits for that year combined with its retained net profits for the preceding two years, less any required transfers to surplus. The federal banking agencies have issued policy statements which provide that bank holding companies and insured banks should generally pay dividends only out of current earnings.
During 2024, the Bank paid dividends to SouthState totaling $168.0 million. The Bank was not required to obtain approval of the OCC to pay these dividends. We used these funds and excess cash to pay our dividend to shareholders of $161.6 million and repurchase shares of our common stock on the open market totaling $8.0 million.
The following table provides the amount of dividends and payout ratios for the years ended December 31, 2024, 2023 and 2022:
Table 27—Dividends Paid to Common Shareholders
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, | ||||||||
| (Dollars in thousands) | 2024 | 2023 | 2022 | |||||||
| Dividend payments to common shareholders | | $ | 161,597 | | $ | 154,919 | | $ | 146,486 | |
| Dividend payout ratios | | 30.22 | % | 31.34 | % | 29.54 | % |
We retain earnings to have capital sufficient to grow our loan and investment portfolios and to support certain acquisitions or other business expansion opportunities. The dividend payout ratio is calculated by dividing dividends paid during the year by net income for the year.
Liquidity
Liquidity refers to our ability to generate sufficient cash to meet our financial obligations, which arise primarily from the withdrawal of deposits, extension of credit and payment of operating expenses. Liquidity risk is the risk that the Bank’s financial condition or overall safety and soundness is adversely affected by an inability (or perceived inability) to meet its obligations. Our Asset Liability Management Committee (“ALCO”) is charged with the responsibility of monitoring policies designed to ensure an acceptable composition of our asset/liability mix. Two critical areas of focus for ALCO are interest rate sensitivity and liquidity risk management. We have employed our funds in a manner to provide liquidity from both assets and liabilities sufficient to meet our cash needs.
The ALCO has established key risk indicators to monitor liquidity and interest rate risk. The key risk indicators are reviewed and approved by the ALCO on an annual basis. The liquidity key risk indicators include the loan to deposit ratio (policy limit not to exceed 100%), net noncore funding dependence ratio (policy limit not to exceed 30%), on-hand liquidity to total liabilities ratio (policy limit not to fall below 5%), the percentage of securities pledged to total securities (policy limit not to exceed 85%), primary liquidity to uninsured deposits excluding collateralized deposits (policy limit not to exceed 95%), primary liquidity to uninsured deposits including collateralized deposits (policy limit not to exceed 80%) and the ratio of brokered deposits to total deposits (policy limit not to exceed 15%). As of December 31, 2024, the Company was operating within its liquidity policy limits.
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Asset liquidity is maintained by the maturity structure of loans, investment securities and other short-term investments. Management has policies and procedures governing the length of time to maturity on loans and investments. Normally, changes in the earning asset mix are of a longer-term nature and are not used for day-to-day corporate liquidity needs.
Our liabilities provide liquidity on a day-to-day basis. Daily liquidity needs are met from deposit levels or from our use of federal funds purchased, securities sold under agreements to repurchase, interest-bearing deposits at other banks and other short-term borrowings. We engage in routine activities to retain deposits intended to enhance our liquidity position. These routine activities include various measures, such as the following:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Emphasizing relationship banking to new and existing customers, where borrowers are encouraged and normally expected to maintain deposit accounts with our Bank; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Pricing deposits, including certificates of deposit, at rate levels that will attract and /or retain balances of deposits that will enhance our Bank’s asset/liability management and net interest margin requirements; and |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Continually working to identify and introduce new products that will attract customers or enhance our Bank’s appeal as a primary provider of financial services. |
Our non-acquired loan portfolio increased by approximately $2.9 billion, or approximately 11.0%, compared to the balance at December 31, 2023. The increase in the non-acquired loan portfolio was due to organic growth and renewals of acquired loans that are moved to our non-acquired loan portfolio. The acquired loan portfolio decreased by $1.4 billion, or 23.8%, from the balance at December 31, 2023 from principal paydowns, charge-offs, foreclosures and renewals of acquired loans. For more detail around the changes in the loan portfolio see the Loan Portfolio section in MD&A starting on page 83.
Our investment securities portfolio (excluding trading securities) decreased $665.0 million, or approximately 8.9%, compared to the balance at December 31, 2023. The decrease in investment securities during 2024 was a result of maturities, calls, sales and paydowns of investment securities totaling $886.9 million, a decrease in the market value of the available for sale investment securities of $32.0 million and a reduction from the net amortization of premiums of $19.3 million. These decreases were partially offset by purchases of available for sale investment securities totaling $96.8 million and other investment securities of $176.4 million. There were no purchases or sales of held to maturity securities during the year. For the purchases of other investment securities, $140.1 million of the purchases were related to capital stock with the Federal Home Loan Bank of which we sold back $144.9 million during 2024. The activity in the purchases and sales of the Federal Home Loan Bank Capital Stock was due to activity with FHLB borrowings during the year. The Bank pledges a portion of its investment portfolio for a variety of purposes, including, but not limited to, collateral for public funds and credit with the Federal Home Loan Bank of Atlanta. As of December 31, 2024, the bank pledged 44.8% of the market value of its available for sale and held to maturity investment portfolios. As of December 31, 2024, the Bank had unpledged securities with a market value of $3.4 billion. These securities included Treasury, Agency, Agency MBS, Municipals and Corporate securities.
Total cash and cash equivalents increased $393.2 million in 2024 to $1.4 billion at December 31, 2024, compared to $1.0 billion at December 31, 2023. The increase in cash and cash equivalents was primarily due to the increase in deposits of $1.0 billion along with the decline in investments of $665.0 million resulting from maturities and pay downs of mortgage-backed securities partially offset by a net increase in loans of $1.5 billion during 2024.
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At December 31, 2024 and December 31, 2023, we had $614.5 million and $719.7 million of traditional, out–of-market brokered time deposits, respectively. At December 31, 2024 and December 31, 2023, we had $2.5 billion and $2.2 billion, respectively, of reciprocal deposits. Total deposits were $38.1 billion at December 31, 2024, an increase of $1.0 billion from $37.0 billion at December 31, 2023. Our deposit growth since December 31, 2023 included an increase in money market accounts of $1.5 billion and an increase in interest-bearing checking accounts of $253.5 million. These increases were offset by declines in demand deposit, savings accounts, and time deposits of $457.2 million, $218.0 million and $84.2 million, respectively. As customers moved funds from noninterest bearing checking, and savings accounts, seeking higher yields in the rising rate environment, the Company’s balance in higher costing interest-bearing checking accounts and in-market money market deposit accounts including reciprocal insured money market accounts, increased. The decrease in time deposits was mostly due to a $105.2 million decline in brokered time deposits as these deposits were replaced by growth in in-market deposits. The Company raised interest rates on most interest-bearing deposit products during 2024 due to competitive pressures to retain deposits. Total short-term borrowings at December 31, 2024 were $514.9 million consisting of $260.2 million in federal funds purchased, $254.7 million in securities sold under agreements to repurchase. The Company paid off all of its FHLB short term borrowings in the fourth quarter of 2024 as this funding source was replaced by growth from in-market deposits. Total long-term borrowings at December 31, 2024 were $391.5 million and consisted of trust preferred securities and subordinated debentures. To the extent that we employ other types of non-deposit funding sources, typically to accommodate retail and correspondent customers, we continue to take in shorter maturities of such funds. Our current approach may provide an opportunity to sustain a low funding rate or possibly lower our cost of funds but could also increase our cost of funds if interest rates rise.
The Bank has a granular deposit base comprised of over 1.3 million accounts, with an average deposit size of $30,000. The top ten and twenty deposit relationships comprise approximately 2.6% and 3.8% of total deposits. Approximately 27% of total deposits are noninterest-bearing.
The Bank supplements its in-market deposits with brokered deposits. While the Bank has a policy limit for brokered time deposits of no more than 15% of total deposits, it has operated well below this policy limit. At December 31, 2024, brokered time deposits totaled $614.5 million, or 1.6% of total deposits. During calendar year 2024, the highest ratio of brokered time deposits to total deposits at a month end was 2.8% or $1.1 billion at September 30, 2024. The Company did not renew its maturing brokered deposits in the fourth quarter of 2024 as these deposits were replaced by growth in in-market deposits.
As discussed below, the Bank maintains credit facilities with the Federal Home Loan Bank of Atlanta and the Federal Reserve Bank of Atlanta. The table below compares Primary Funding Sources to uninsured deposits as of December 31, 2024.
Table 28—Primary Funding Sources to Uninsured Deposits
| | | | | | |
|---|---|---|---|---|---|
| (Dollars in millions) | | Available Capacity | | | |
| Federal Home Loan Bank of Atlanta | | $ | 6,845 | | |
| Federal Reserve Bank of Atlanta Discount Window | | | 1,772 | | |
| Cash and cash equivalents | | | 1,392 | | |
| Fair value of securities that can be pledged | | | 2,507 | | |
| Total primary sources | | $ | 12,516 | | |
| Uninsured deposits, excluding collateralized deposits | | $ | 11,758 | | |
| Uninsured and collateralized deposits | | $ | 14,686 | | |
| Coverage ratio, uninsured deposits | | | 106.4 | % | |
| Coverage ratio, uninsured and collateralized deposits | | | 85.2 | % | |
| Ratio of uninsured and collateralized deposits to total deposits | | | 38.5 | % | |
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Through the operations of our Bank, we have made contractual commitments to extend credit in the ordinary course of our business activities. These commitments are legally binding agreements to lend money to our customers at predetermined interest rates for a specified period of time. We manage the credit risk on these commitments by subjecting them to normal underwriting and risk management processes. We believe that we have adequate sources of liquidity to fund commitments that are drawn upon by the borrowers. In addition to commitments to extend credit, we also issue standby letters of credit, which are assurances to third parties that they will not suffer a loss if our customer fails to meet its contractual obligation to the third-party. Although our experience indicates that many of these standby letters of credit will expire unused, through our various sources of liquidity, we believe that we will have the resources to meet these obligations should the need arise.
Our ongoing philosophy is to remain in a liquid position, as reflected by such indicators as the composition of our earning assets, typically including some level of reverse repurchase agreements; federal funds sold; balances at the Federal Reserve Bank; and/or other short-term investments; asset quality; well-capitalized position; and profitable operating results. Cyclical and other economic trends and conditions can disrupt our desired liquidity position at any time. We expect that these conditions would generally be of a short-term nature. Under such circumstances, we expect our reverse repurchase agreements and federal funds sold positions, or balances at the Federal Reserve Bank, if any, to serve as the primary source of immediate liquidity. We could draw on additional alternative immediate funding sources from lines of credit extended to us from our correspondent banks. The Bank may also access funds from borrowing facilities established with the Federal Home Loan Bank of Atlanta and the discount window of the Federal Reserve Bank of Atlanta. At December 31, 2024, the Bank had a total FHLB credit facility of $6.8 billion, with no outstanding borrowings in short-term FHLB advances and $3.3 million FHLB letters of credit outstanding at year-end, leaving $6.8 billion in availability on the FHLB credit facility. At December 31, 2024, the Bank had $1.8 billion of credit available at the Federal Reserve Bank’s discount window and federal funds credit lines of $275.0 million with no balances outstanding at year-end. The Bank also has an internal limit on brokered deposits of 15% of total deposits, which would allow capacity of $5.7 billion at December 31, 2024. The Bank had $614.5 million of outstanding brokered deposits at the end of the year leaving $5.1 billion in available capacity as per the internal policy limit of 15% of total deposits. All of these resources would provide an additional $14.0 billion in funding if we needed additional liquidity. The Bank also has $3.4 billion in market value of unpledged securities at December 31, 2024 that can be pledged to attain additional funds if necessary. We can also consider actions such as deposit promotions to increase core deposits. The Company has a $100.0 million unsecured line of credit with U.S. Bank National Association with no balance outstanding at December 31, 2024. We believe that our liquidity position continues to be adequate and readily available.
Our contingency funding plan describes several potential stages based on stressed liquidity levels. Liquidity key risk indicators are reported to the Board of Directors on a quarterly basis. We maintain various wholesale sources of funding. If our deposit retention efforts were to be unsuccessful, we would use these alternative sources of funding. Under such circumstances, depending on the external source of funds, our interest cost would vary based on the range of interest rates charged. This could increase our cost of funds, impacting our net interest margin and net interest spread.
Asset-Liability Management and Market Risk Sensitivity
Our earnings and the economic value of equity vary in relation to the behavior of interest rates and the accompanying fluctuations in market prices of certain of our financial instruments. We define interest rate risk as the risk to earnings and equity arising from the behavior of interest rates. These behaviors include increases and decreases in interest rates as well as continuation of the current interest rate environment.
Our interest rate risk principally consists of reprice, option, basis, and yield curve risk. Reprice risk results from differences in the maturity or repricing characteristics of asset and liability portfolios. Option risk arises from embedded options in the investment and loan portfolios such as investment securities calls and loan prepayment options. Option risk also exists since deposit customers may withdraw funds at their discretion in response to general market conditions, competitive alternatives to existing accounts or other factors. The exercise of such options may result in higher costs or lower revenue. Basis risk refers to the potential for changes in the underlying relationship between market rates or indices, which subsequently result in narrowing spreads on interest-earning assets and interest-bearing liabilities. Basis risk also exists in administered rate liabilities, such as interest-bearing checking accounts, savings accounts, and money market accounts where the price sensitivity of such products may vary relative to general markets rates. Yield curve risk refers to adverse consequences of nonparallel shifts in the yield curves of various market indices that impact our assets and liabilities.
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We use simulation analysis as a primary method to assess earnings at risk and equity at risk due to assumed changes in interest rates. Management uses the results of its various simulation analyses in combination with other data and observations to formulate strategies designed to maintain interest rate risk within risk tolerances.
Simulation analysis involves the use of several assumptions including, but not limited to, the timing of cash flows such as the terms of contractual agreements, investment security calls, loan prepayment speeds, deposit attrition rates, the interest rate sensitivity of loans and deposits relative to general market rates, and the behavior of interest rates and spreads. The assumptions for loan prepayments, deposit decay, and nonstable deposit balances are derived from models that use historical bank data. These models are independently validated. Equity at risk simulation uses assumptions regarding discount rates that value cash flows. Simulation analysis is highly dependent on model assumptions that may vary from actual outcomes. Key simulation assumptions are subject to sensitivity analysis to assess the impact of assumption changes on earnings at risk and equity at risk. Model assumptions are reviewed by our Assumptions Committee. While the Bank is continuously refining its modeling methodology, the core principles of the methodology have remained stable over for several years.
Earnings at risk is defined as the percentage change in net interest income due to assumed changes in interest rates. Earnings at risk is generally used to assess interest rate risk over relatively short time horizons.
Equity at risk is defined as the percentage change in the net economic value of assets and liabilities due to changes in interest rates compared to a base net economic value. The discounted present value of all cash flows represents our economic value of equity. Equity at risk is generally considered a measure of the long-term interest rate exposures of the balance sheet at a point in time.
The earnings simulation models consider our contractual agreements with regard to investments, loans, deposits, borrowings, and derivatives as well as a number of behavioral assumptions applied to certain assets and liabilities.
Mortgage banking derivatives used in the ordinary course of business consist of forward sales contracts and interest rate lock commitments on residential mortgage loans. These derivatives involve underlying items, such as interest rates, and are designed to mitigate risk. Derivatives are also used to hedge mortgage servicing rights. For additional information see Note 26—Derivative Financial Instruments in the consolidated financial statements.
From time to time, we execute interest rate swaps to hedge some of our interest rate risks. Under these arrangements, the Company enters into a variable rate loan with a client in addition to a swap agreement. The swap agreement effectively converts the client’s variable rate loan into a fixed rate loan. The Company then enters into a matching swap agreement with a third-party dealer to offset its exposure on the customer swap. The Company may also execute interest rate swap agreements that are not specific to client loans. As of December 31, 2024, the Company had a series of short-term interest rate hedges to address monthly accrual mismatches related to the Company’s ARC program and its transition from LIBOR to SOFR after June 30, 2023. For additional information on these derivatives refer to Note 26—Derivative Financial Instruments in the consolidated financial statements.
Our interest rate risk key indicators are applied to a static balance sheet using forward rates from the Moody’s Baseline Scenario. The Company will also use other rate forecasts, including, but not limited to, Moody’s Consensus Scenario. This Base Case Scenario assumes the maturity composition of asset and liability rollover volumes is modeled to approximately replicate current consolidated balance sheet characteristics throughout the simulation. These treatments are consistent with the Company’s goal of assessing current interest rate risk embedded in its current balance sheet. The Base Case Scenario assumes that maturing or repricing assets and liabilities are replaced at prices referencing forward rates derived from the selected rate forecast consistent with current balance sheet pricing characteristics. Key rate drivers are used to price assets and liabilities with sensitivity assumptions used to price non-maturity deposits. The sensitivity assumptions for the pricing of non-maturity deposits are subjected to sensitivity analysis no less frequently than on an annual basis.
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Interest rate shocks are applied to the Base Case on an instantaneous basis. Our policy establishes the use of upward and downward interest rate shocks applied in 100 basis point increments through 400 basis points. We calculate smaller rate shocks as needed. At times, market conditions may result in assumed rate movements that will be deemphasized. For example, during a period of ultra-low interest rates, certain downward rate shocks may be impractical. The model simulation results produced from the Base Case Scenario and related instantaneous shocks for changes in net interest income and changes in the economic value of equity are referred to as the Core Scenario Analysis and constitute the policy key risk indicators for interest rate risk when compared to risk tolerances. As of December 31, 2024, the Company was operating within it interest rate key risk indicator policy limits.
During 2024, the beta assumption applied to total deposits increased to reflect changes in deposit mix. Management recognizes the difficulty in using historical data to forecast deposit betas in the current environment. For internal purposes, and based on the deposit mix as of December 31, 2024, the total deposit beta assumption was 35.9%. For internal forecasting, management will apply overlays to certain assumptions to adjust for current market conditions rather than use assumptions modeled over longer periods of time.
The following interest rate risk metrics are derived from analysis using the Moody’s Baseline Scenario published in January 2025 as the Base Case Scenario. As of December 31, 2024, the earnings simulations indicated that the year 1 impact of an instantaneous 100 basis point parallel increase / decrease in rates would result in an estimated 1.1% increase (up 100) and 1.7% decrease (down 100) in net interest income.
We use Economic Value of Equity (“EVE”) analysis as an indicator of the extent to which the present value of our capital could change, given potential changes in interest rates. This measure also assumes a static balance sheet (Base Case Scenario) with rate shocks applied as described above. At December 31, 2024, the percentage change in EVE due to a 100-basis point increase or decrease in interest rates was 2.0% decrease and 1.0% increase, respectively. The percentage changes in EVE due to a 200-basis point increase or decrease in interest rates were 4.7% decrease and 0.8% increase, respectively. Downward shocks are constrained on various balance sheet categories due to the inability to price products below floors or zero. This is particularly meaningful given the cost of deposits as of December 31, 2024.
The analysis below reflects a Base Case and shocked scenarios that assume a static balance sheet projection where volume is added to maintain balances consistent with current levels. Base Case assumes new and repricing volumes reference forward rates derived from the Moody’s Baseline rate forecast. Instantaneous, parallel, and sustained interest rate shocks are applied to the Base Case scenario over a one-year time horizon.
Table 29—Rate Shock Analysis – Net Interest Income
| | | | | |
|---|---|---|---|---|
| Percentage Change in Net Interest Income over One Year | | |||
| Up 100 basis points | | 1.1 | % | |
| Down 100 basis points | | (1.7) | % | |
| Down 200 basis points | | (4.3) | % | |
| Down 300 basis points | | (8.6) | % | |
| Down 400 basis points | | (13.0) | % | |
Asset Credit Risk and Concentrations
The quality of our interest-earning assets is maintained through our management of certain concentrations of credit risk. We review each individual earning asset including investment securities and loans for credit risk. To facilitate this review, we have established credit and investment policies that include credit limits, documentation, periodic examination, and follow-up. In addition, we examine these portfolios for exposure to concentration in any one industry, government agency, or geographic location.
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Deposit Concentrations
At December 31, 2024 and 2023, we have no material concentration of deposits from any single customer or group of customers. We have no significant portion of our deposits concentrated within a single industry or group of related industries. We do not believe there are any material seasonal factors that would have a material adverse effect on us. The total deposit balances held by top 10 and 20 deposit holders were below 5% of the Company’s average total deposit balances at December 31, 2024 and 2023. We do not have any foreign deposits.
Concentration of Credit Risk
Each category of earning assets has a certain degree of credit risk. We use various techniques to measure credit risk. Credit risk in the investment portfolio can be measured through bond ratings published by independent agencies. In the investment securities portfolio, the investments consist of U.S. government-sponsored entity securities, tax-free securities, or other securities having ratings of “AAA” to “Not Rated”. All securities, with the exception of those that are not rated, were rated by at least one of the nationally recognized statistical rating organizations. The credit risk of the loan portfolio can be measured by historical experience. We maintain our loan portfolio in accordance with credit policies that we have established. Although the Bank has a diversified loan portfolio, a substantial portion of our borrowers’ abilities to honor their contracts is dependent upon economic conditions within our geographic footprint and the surrounding regions.
We consider concentrations of credit to exist when, pursuant to regulatory guidelines, the amounts loaned to a multiple number of borrowers engaged in similar business activities which would cause them to be similarly impacted by general economic conditions represents 25% of total Tier 1 capital plus regulatory adjusted allowance for credit losses of the Company, or $1.2 billion at December 31, 2024. Based on this criteria, we had seven such credit concentrations at December 31, 2024, including loans secured by 1st mortgage 1-4 family owner occupied residential property (including condos and home equity lines) of $9.5 billion, loans to lessors of nonresidential buildings (except mini warehouses) of $5.5 billion, loans secured by business assets including accounts receivable, inventory and equipment of $3.0 billion, loans to lessors of residential buildings (investment properties and multi-family) of $2.9 billion, loans secured by jumbo (original loans greater than $766,550) 1st mortgage 1-4 family owner occupied residential property of $2.7 billion, loans secured by owner occupied office buildings (including medical office buildings) of $2.0 billion, and loans secured by owner occupied nonresidential buildings (excluding office buildings) of $1.9 billion. The risk for these loans and for all loans is managed collectively through the use of credit underwriting practices developed and updated over time. The loss estimate for these loans is determined using our standard ACL methodology.
After the adoption of CECL in the first quarter of 2020, banking regulators established guidelines for calculating credit concentrations. Banking regulators set the guidelines for construction, land development and other land loans to total less than 100% of total Tier 1 capital less modified CECL transitional amount plus ACL (CDL concentration ratio) and for total commercial real estate loans (construction, land development and other land loans along with other non-owner-occupied commercial real estate and multifamily loans) to total less than 300% of total Tier 1 capital less modified CECL transitional amount plus ACL (CRE concentration ratio). Both ratios are calculated by dividing certain types of loan balances for each of the two categories by the Bank’s total Tier 1 capital less modified CECL transitional amount plus ACL. At December 31, 2024, the Bank’s CDL concentration ratio was 40.9% and its CRE concentration ratio was 219.6%. At December 31, 2023, the Bank’s CDL concentration ratio was 59.7% and its CRE concentration ratio was 236.5%. As of December 31, 2024 and 2023, the Bank was below the established regulatory guidelines. When a bank’s ratios are in excess of one or both of these loan concentration ratios guidelines, banking regulators generally require an increased level of monitoring in these lending areas by bank management. Therefore, we monitor these two ratios as part of our concentration management processes.
Effect of Inflation and Changing Prices
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, which require the measure of financial position and results of operations in terms of historical dollars, without consideration of changes in the relative purchasing power over time due to inflation. Unlike most other industries, the majority of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates generally have a more significant effect on a financial institution’s performance than does the effect of inflation. Interest rates do not necessarily change in the same magnitude as the prices of goods and services.
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While the effect of inflation on banks is normally not as significant as is its influence on those businesses which have large investments in plant and inventories, it does have an effect. During periods of high inflation, there are normally corresponding increases in money supply, and banks will normally experience above average growth in assets, loans and deposits. Also, general increases in the prices of goods and services will result in increased operating expenses. Inflation also affects our Bank’s customers and may result in an indirect effect on our Bank’s business.
Contractual Obligations
The following table presents payment schedules for certain of our contractual obligations as of December 31, 2024. Long-term debt obligations totaling $391.5 million include trust preferred junior subordinated debt and corporate subordinated debt. Operating and finance lease obligations of $122.6 million and $1.7 million, respectively, pertain to banking facilities. Certain lease agreements include payment of property taxes and insurance and contain various renewal options. Additional information regarding leases is contained in Note 19—Leases of the audited consolidated financial statements.
Table 30—Obligations
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | Less Than | | 1 to 3 | | 3 to 5 | | More Than | |||||
| (Dollars in thousands) | Total | 1 Year | Years | Years | 5 Years | |||||||||||
| Long‑term debt obligations * | | $ | 391,534 | | $ | — | | $ | — | | $ | — | | $ | 391,534 | |
| Short-term debt obligations * | | | — | | | — | | | — | | | — | | | — | |
| Finance lease obligations | | | 1,676 | | | 486 | | | 962 | | | 228 | | | — | |
| Operating lease obligations | | 122,613 | | 16,335 | | 30,445 | | 26,529 | | 49,304 | | |||||
| Total | | $ | 515,823 | | $ | 16,821 | | $ | 31,407 | | $ | 26,757 | | $ | 440,838 | |
* Represents principal maturities.
FY 2023 10-K MD&A
SEC filing source: 0001558370-24-002302.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking Statements
Statements included in this Report, which are not historical in nature are intended to be, and are hereby identified as, forward-looking statements for purposes of the safe harbor provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward looking statements are based on, among other things, management’s beliefs, assumptions, current expectations, estimates and projections about the financial services industry, and the economy. Words and phrases such as “may,” “approximately,” “continue,” “should,” “expects,” “projects,” “anticipates,” “is likely,” “look ahead,” “look forward,” “believes,” “will,” “intends,” “estimates,” “strategy,” “plan,” “could,” “potential,” “possible” and variations of such words and similar expressions are intended to identify such forward-looking statements. We caution readers that forward-looking statements are subject to certain risks, uncertainties and assumptions that are difficult to predict with regard to, among other things, timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results. Such risks, uncertainties and assumptions, include, among others, those risks listed under “Summary of Risk Factors” starting on page 23 of this Report.
For any forward-looking statements made in this Report or in any documents incorporated by reference into this Report, we claim the protection of the safe harbor for forward looking statements contained in the Private Securities Litigation Reform Act of 1995. All forward-looking statements speak only as of the date they are made and are based on information available at that time. We do not undertake any obligation to update or otherwise revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements. All subsequent written and oral forward-looking statements by us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.
Additional information with respect to factors that may cause actual results to differ materially from those contemplated by our forward looking statements may also be included in other reports that we file with the SEC. We caution that the foregoing list of risk factors is not exclusive and not to place undue reliance on forward looking statements.
Introduction
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) describes SouthState Corporation and its subsidiary’s results of operations for the year ended December 31, 2023 as compared to the year ended December 31, 2022, and the year ended December 31, 2022 as compared to the year ended December 31, 2021, and also analyzes our financial condition as of December 31, 2023 as compared to December 31, 2022. Like most banking institutions, we derive most of our income from interest we receive on our loans and investments. Our primary source of funds for making these loans and investments is our deposits, on most of which we pay interest. Consequently, one of the key measures of our success is the amount of net interest income, or the difference between the income on our interest-earning assets, such as loans and investments, and the expense on our interest-bearing liabilities, such as deposits. Another key measure is the spread between the yield we earn on these interest-earning assets and the rate we pay on our interest-bearing liabilities.
There are risks inherent in all loans, so we maintain an allowance for credit losses to absorb our estimate of probable losses on existing loans that may become uncollectible. We establish and maintain this allowance by recording a provision or recovery for credit losses against our earnings. In the following section, we have included a detailed discussion of this process.
In addition to earning interest on our loans and investments, we earn income through fees and other services we charge to our customers. We incur costs in addition to interest expense on deposits and other borrowings, the largest of which is salaries and employee benefits. We describe the various components of this noninterest income and noninterest expense in the following discussion.
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The following section also identifies significant factors that have affected our financial position and operating results during the periods included in the accompanying financial statements. We encourage you to read this discussion and analysis in conjunction with the financial statements and the related notes and the other information included in this Report.
Overview
SouthState is a financial holding company headquartered in Winter Haven, Florida, and was incorporated under the laws of South Carolina in 1985. We provide a wide range of banking services and products to our customers through our Bank. The Bank operates SouthState|Duncan-Williams, a registered broker-dealer headquartered in Memphis, Tennessee that serves primarily institutional clients across the U.S. in the fixed income business. The Bank also operates SouthState Advisory, Inc., a wholly owned registered investment advisor, and Corporate Billing, a transaction-based finance company headquartered in Decatur, Alabama that provides factoring, invoicing, collection and accounts receivable management services to transportation companies and automotive parts and service providers nationwide. Corporate Billing’s previous holding company CBI Holding Company, LLC and its subsidiary CBI Real Estate Holding, LLC were merged into Corporate Billing effective November 30, 2023. The holding company also owns SSB Insurance Corp., a captive insurance subsidiary pursuant to Section 831(b) of the U.S. Tax Code. In late 2023, the Bank formed SSB First Street Corporation, an investment subsidiary headquartered in Wilmington, Delaware, to hold tax-exempt municipal investment securities as part of the Bank’s investment portfolio.
At December 31, 2023, we had $44.9 billion in assets and 5,184 full-time equivalent employees. Through our Bank branches, ATMs and online banking platforms, we provide our customers with a wide range of financial products and services, through a six (6) state footprint in Alabama, Florida, Georgia, North Carolina, South Carolina and Virginia. These financial products and services include deposit accounts such as checking accounts, savings and time deposits of various types, safe deposit boxes, bank money orders, wire transfer and ACH services, brokerage services and alternative investment products such as annuities and mutual funds, trust and asset management services, loans of all types, including business loans, agriculture loans, real estate-secured (mortgage) loans, personal use loans, home improvement loans, automobile loans, manufactured housing loans, boat loans, credit cards, letters of credit, home equity lines of credit, treasury management services, and merchant services.
We also operate a correspondent banking and capital markets division within our national bank subsidiary, of which the majority of its bond salesmen, traders and operational personnel are housed in facilities located in Atlanta, Georgia, Memphis, Tennessee, Walnut Creek, California, and Birmingham, Alabama. This division’s primary revenue generating activities are related to its capital markets division, which includes commissions earned on fixed income security sales, fees from hedging services, loan brokerage fees and consulting fees for services related to these activities; and its correspondent banking division, which includes spread income earned on correspondent bank deposits (i.e., federal funds purchased) and correspondent bank checking account deposits and fees from safe-keeping activities, bond accounting services for correspondents, asset/liability consulting related activities, international wires, and other clearing and corporate checking account services.
We earned net income of $494.3 million, or $6.46 diluted earnings per share (“EPS”), during 2023 compared to net income of $496.0 million, or $6.60 diluted EPS, in 2022. Net income available to the common shareholders was down $1.7 million, or 0.4%, in 2023 compared to 2022. For further discussion of the Company’s results of operations for the year ended December 31, 2023 as compared to the year ended December 31, 2022, and the year ended December 31, 2022 as compared to the year ended December 31, 2021, see Results of Operations section of this MD&A starting on page 66.
At December 31, 2023, we had total assets of approximately $44.9 billion compared to approximately $43.9 billion at December 31, 2022. See the Financial Condition section of this MD&A starting on page 76 for a more detailed description of the change in our balance sheet.
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With high inflation and a rising interest rate environment, there was some deterioration in asset quality in 2023. However, our overall asset quality results remained strong during the year. Net charge offs as a percentage of average loans increased to 0.08% compared to 0.02% for the year ended December 31, 2022. The total nonperforming assets (“NPAs”) increased $74.4 million to $184.1 million at December 31, 2023 from $109.7 million at December 31, 2022. Non-acquired NPAs increased $75.2 million to $122.5 million at December 31, 2023 from $47.3 million at December 31, 2022, which was related to an increase in non-acquired nonperforming loans of $74.7 million. Non-acquired OREO and other NPAs increased by $466,000 to $711,000 as of December 31, 2023 compared to $245,000 as of December 31, 2022. Acquired NPAs decreased $827,000 to $61.6 million at December 31, 2023 from $62.5 million at December 31, 2022. Acquired nonperforming loans decreased $617,000 and acquired OREO and other nonperforming assets decreased $210,000. Total NPAs as a percentage of total assets increased 16 basis points to 0.41% at December 31, 2023 compared to 0.25% at December 31, 2022. While net charge-offs totaled $29.1 million, the Company recorded a total of $195.9 million of provision for credit losses for the trailing eight quarters. Our NPA ratios remained historically low.
Our efficiency ratio was 55.5% for the year ended December 31, 2023 compared to 54.2% for the same period in 2022. The increase in our efficiency ratio was due to the effects of a 7.0% increase in noninterest expense being greater than the effects of a 5.8% increase in the total net interest income and noninterest income. The increase in noninterest expense was mainly due to an increase in salaries and employee benefits of $28.6 million, an increase in FDIC regulatory and other regulatory charges of $10.0 million and the recording of the FDIC special assessment expense of $25.7 million in 2023.
We continue to remain well-capitalized with a total risk-based capital ratio of 14.1% and a Tier 1 leverage ratio of 9.4%, as of December 31, 2023, compared to 13.0% and 8.7%, respectively, at December 31, 2022. The improvement in the total risk-based capital ratio was mainly due to total risk-based capital increasing 11.1% with the increase in equity resulting from net income of $494.3 million recognized in 2023, along with the increase in the allowance for credit losses and unfunded commitments of $126.5 million includable in Tier 2 capital. Total risk-weighted assets increased $807.3 million, or 2.3%, in 2023. The improvement in the Tier 1 leverage ratio was due to the increase in Tier 1 capital of 9.8% with the increase in equity resulting from net income of $494.3 million recognized in 2023. Regulatory average assets used to calculate the Tier 1 leverage ratio only increased $707.6 million, or 1.6%, in 2023. We believe our current capital ratios position us well to grow both organically and through certain strategic opportunities. For further discussion of the Company’s financial condition as of December 31, 2023 compared to December 31, 2022, see Financial Condition section of this MD&A starting on page 76.
Recent Events
Capital Management
In April 2022, the Company’s Board of Directors approved a new stock repurchase program (“2022 Stock Repurchase Program”) authorizing the Company to repurchase up to 3,750,000 of the Company’s common shares along with the remaining authorized shares of 370,021 from the 2021 Stock Repurchase Program for a total authorization of 4,120,021 shares. During 2023, the Company repurchased a total of 100,000 shares at a weighted average price of $67.45, excluding cost of commissions, per share pursuant to the 2022 Stock Repurchase Program. During 2022, the Company did not repurchase any shares pursuant to the 2022 Stock Repurchase Program. During the first quarter of 2022, before the approval of the 2022 Stock Repurchase Program, the Company repurchased a total of 1,312,038 shares at a weighted average price of $83.99 per share pursuant to the 2021 Stock Repurchase Plan.
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Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared based on the application of accounting policies in accordance with generally accepted accounting principles (“GAAP”) and follow general practices within the banking industry. Our financial position and results of operations are affected by management’s application of accounting policies, including estimates, assumptions and judgments made to arrive at the carrying value of assets and liabilities and amounts reported for revenues and expenses. Differences in the application of these policies could result in material changes in our consolidated financial position and consolidated results of operations and related disclosures. Understanding our accounting policies is fundamental to understanding our consolidated financial position and consolidated results of operations. Accordingly, our significant accounting policies and changes in accounting principles and effects of new accounting pronouncements are discussed in Note 1 of our audited consolidated financial statements.
The following is a summary of our critical accounting policies that are highly dependent on estimates, assumptions and judgments.
Business Combinations
We account for 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. We adopted ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, on January 1, 2020 which requires us to record purchased financial assets with credit deterioration (PCD assets), defined as a more-than-insignificant deterioration in credit quality since origination or issuance, at the purchase price plus the allowance for credit losses expected at the time of acquisition. Under this method, there is no provision for credit losses affecting net income on acquisition of PCD assets. Changes in estimates of expected credit losses after acquisition are recognized as provision for credit loss expense (or recovery of credit losses) in subsequent periods as they arise. Any non-credit discount or premium resulting from acquiring a pool of purchased financial assets with credit deterioration shall be allocated to each individual asset. At the acquisition date, the initial allowance for credit losses determined on a collective basis shall be allocated to individual assets to appropriately allocate any non-credit discount or premium. The non-credit discount or premium, after the adjustment for the allowance for credit losses, shall be accreted into interest income using the interest method based on the effective interest rate determined after the adjustment for credit losses at the adoption date.
A purchased financial asset that does not qualify as a PCD asset is accounted for similar to an originated financial asset. Generally, this means that an entity recognizes the allowance for credit losses for non-PCD assets through net income at the time of acquisition. In addition, both the credit discount and non-credit discount or premium resulting from acquiring a pool of purchased financial assets that do not qualify as PCD assets shall be allocated to each individual asset. This combined discount or premium shall be accreted into interest income using the effective yield method.
For further discussion of our loan accounting and acquisitions, see Note 1—Summary of Significant Accounting Policies, Note 2—Mergers and Acquisitions, Note 4—Loans and Note 5—Allowance for Credit Losses to the audited condensed consolidated financial statements.
Allowance for Credit Losses or ACL
The ACL reflects management’s estimate of the portion of the amortized cost of loans and unfunded commitments that it does not expect to collect. Management has a methodology determining its ACL for loans held for investment and certain off-balance-sheet credit exposures. Management considers the effects of past events, current conditions, and reasonable and supportable forecasts on the collectability of the loan portfolio. The Company’s estimate of its ACL involves a high degree of judgment; therefore, management’s process for determining expected credit losses may result in a range of expected credit losses. It is possible that others, given the same information, may at any point in time reach a different reasonable conclusion. The Company’s ACL recorded on the balance sheet reflects management’s best estimate within the range of expected credit losses. The Company recognizes in net income the amount needed to adjust the ACL for management’s current estimate of expected credit losses. See Note 1—Summary of Significant Accounting Policies for further detailed descriptions of our estimation process and methodology related to the ACL. See also Note 5—Allowance for Credit Losses and “Provision for Credit Losses” in this MD&A.
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One of the most significant judgments influencing the ACL is the macroeconomic forecasts from the third-party service provider. Changes in the economic forecasts may significantly affect the estimated credit losses which may potentially lead to materially different quantitatively modeled allowance levels from one reporting period to the next. Given the dynamic relationship between macroeconomic variables, it is difficult to estimate the impact of a change in any one individual variable on the ACL. SouthState uses a third-party service provider to support the economic forecast assumptions under CECL forecast by providing various levels of economic scenarios. These scenarios are weighted in accordance with management assessment of scenarios as well as expectations of the general market and industry conditions. To illustrate the sensitivity of these scenarios, if a 100% probability weighting was applied to the adverse scenario rather than using the probability-weighted three scenario approach, this would result in an increase in the ACL by approximately $263.8 million. Conversely, if a 100% probability weighting was applied to the upside scenario, this would result in a decrease in the ACL by approximately $137.3 million. The adverse scenario includes assumptions including, but not limited to, an extended shutdown of the federal government, inflation, global events such as the Russian-Ukrainian conflict, tensions between China and Taiwan, tensions in the Middle east, political risks, increased unemployment and the U.S. economy falling into recession in 2024. Conversely, the upside scenario includes assumptions such as a swift resolution of international conflicts, stabilization of consumer confidence, more than full employment, reduced political tensions, resolution of congressional gridlock, and other favorable assumptions. This sensitivity analysis and related impact on the ACL is a hypothetical analysis and is not intended to represent management’s judgments or assumptions of qualitative loss factors that were utilized at December 31, 2023
Mortgage Servicing Rights (“MSRs”)
The Company has a mortgage loan servicing portfolio with related mortgage servicing rights. MSRs represent the present value of the future net servicing fees from servicing mortgage loans. Servicing assets and servicing liabilities must be initially measured at fair value, if practicable. For subsequent measurements, an entity can choose to measure servicing assets and liabilities either based on fair value or lower of cost or market. The Company uses the fair value measurement option for MSRs. MSRs are carried at fair value with changes in fair value recorded as a component of Mortgage Banking Income in the Consolidated Statements of Income.
The methodology used to determine the fair value of MSRs is subjective and requires the development of a number of assumptions, including anticipated prepayments of loan principal. Fair value is determined by estimating the present value of the asset’s future cash flows utilizing estimated market-based prepayment rates and discount rates, interest rates and other economic factors and assumptions validated through comparison to trade information, industry surveys and with the use of independent third-party appraisals. Risks inherent in the MSRs valuation include higher than expected prepayment rates and/or delayed receipt of cash flows. The value of MSRs is significantly affected by interest rates available in the marketplace, which influence loan prepayment speeds. In general, during periods of declining interest rates, the value of mortgage servicing rights declines due to increasing prepayments attributable to increased mortgage refinance activity. Conversely, during periods of rising interest rates, the value of servicing rights generally increases due to reduced refinance activity.
Goodwill and Other Intangible Assets
Goodwill represents the excess of the purchase price over the sum of the estimated fair values of the tangible and identifiable intangible assets acquired less the estimated fair value of the liabilities assumed in a business combination. As of December 31, 2023 and 2022, the balance of goodwill was $1.9 billion. Goodwill has an indefinite useful life and is evaluated for impairment annually or more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the asset’s fair value.
In January 2017, the FASB issued ASU No. 2017-04, which simplified the accounting for goodwill impairment for all entities by requiring impairment charges to be based on Step 1 of the previous accounting guidance’s two-step impairment test under ASC Topic 350. Under the guidance, if a reporting unit’s carrying amount exceeds its fair value, an entity will record an impairment charge based on that difference. The impairment charge will be limited to the amount of goodwill allocated to that reporting unit. The standard eliminated the requirement to calculate a goodwill impairment charge using Step 2, which involved calculating an implied fair value of goodwill for each reporting unit for which the first step indicated impairment. The standard does not change the guidance on completing Step 1 of the goodwill impairment test. An entity is able to perform an optional qualitative goodwill impairment assessment before proceeding to the quantitative step of determining whether the reporting unit’s carrying amount exceeds it fair value.
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We evaluated the carrying value of goodwill as of October 31, 2023, our annual test date, and determined that no impairment charge was necessary as the fair value of the entity exceeded the carrying value. We will continue to monitor the impact of current economic conditions and other events on the Company’s business, operating results, cash flows and financial condition. If the current economic conditions and other events were to deteriorate and our stock price falls below current levels, we will have to reevaluate the impact on our financial condition and potential impairment of goodwill.
Core deposit intangibles and client list intangibles consist primarily of amortizing assets established during the acquisition of other banks. This includes whole bank acquisitions and the acquisition of certain assets and liabilities from other financial institutions. Core deposit intangibles represent the estimated value of long-term deposit relationships acquired in these transactions. Client list intangibles represent the value of long-term client relationships for the correspondent banking and wealth and trust management business. These costs are amortized over the estimated useful lives, such as deposit accounts in the case of core deposit intangible, on a method that we believe reasonably approximates the anticipated benefit stream from this intangible. The estimated useful lives are periodically reviewed for reasonableness.
Income Taxes and Deferred Tax Assets
Income taxes are provided for the tax effects of the transactions reported in our consolidated financial statements and consist of taxes currently due plus deferred taxes related to differences between the tax basis and accounting basis of certain assets and liabilities. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred tax assets and liabilities are reflected at income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled. The Company determines the realization of deferred tax assets by considering all positive and negative evidence available, including the impact of recent operating results, future reversals of taxable temporary differences, future taxable income exclusive of reversing temporary differences and carryforwards and tax planning strategies. Determining whether deferred tax assets are realizable is subjective and requires the use of significant judgment. A valuation allowance is provided when it is more-likely-than-not that some portion of the deferred tax asset will not be realized. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. The Company and its subsidiaries file a consolidated federal income tax return. Additionally, income tax returns are filed by the Company or its subsidiaries in various state and local jurisdictions based on the Company’s footprint. The tax laws and regulations in each jurisdiction are complex and may be subject to different interpretations by the Company and the relevant taxing authorities. Therefore, the Company is required to exercise judgment in determining tax accruals and evaluating the Company’s tax positions, including evaluating uncertain tax positions. See Note 1 “Summary of Significant Accounting Policies and Note 12 “Income Taxes” to the consolidated financial statements for further details and discussion.
Recent Accounting Standards and Pronouncements
For information relating to recent accounting standards and pronouncements, see Note 1 to our audited consolidated financial statements entitled “Summary of Significant Accounting Policies.”
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Results of Operations
Consolidated net income available to common shareholders decreased by $1.7 million, or 0.4%, to $494.3 million for the year ended December 31, 2023 compared to $496.0 million for the year ended December 31, 2022 and increased $18.8 million, or 3.9%, compared to $475.5 million in 2021. Below are key highlights of our results of operations during 2023:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | A $547.4 million increase in interest income, resulting from a $538.4 million increase in interest income from loans and loans held for sale, a $14.2 million increase in interest income from investment securities, slightly offset by a $5.2 million decrease in interest income on federal funds sold, securities purchased under agreement to resell and interest-bearing deposits. The increases in interest income in loans and investment securities were mainly due to the increase in yield in the rising rate environment in 2022 and in 2023 as the Federal Reserve Bank has raised its federal funds rate 525 basis points. The increase in interest income from loans is also due to the increase in the average balance of loans of $3.9 billion through organic loan growth. The decline in interest income from federal funds sold, securities purchased under agreements to resell and interest-bearing deposits was due to a decline in average balance of $3.1 billion as liquidity tightened in 2023 with a more competitive deposit market in the rising rate environment; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | A $430.4 million increase in interest expense, resulted from a $403.3 million increase in interest expense from deposits, a $16.1 million increase in interest expense from corporate and subordinated debentures and other borrowings, and a $7.7 million and $3.4 million increase in interest expense in federal funds purchased and securities sold under agreements to repurchase, respectively. The rise in interest expense is attributed primarily to increased costs across all categories of interest-bearing liabilities as interest rates have increased in 2022 and 2023. The increase in average cost of interest-bearing liabilities was particularly felt in 2023 with the stress in financial markets and liquidity along with the increased competition for deposits. The average cost of interest-bearing liabilities increased 164 basis point in 2023 compared to the prior year; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | A $22.3 million decrease in noninterest income, which resulted primarily from a $29.7 million decrease in correspondent banking and capital markets income, a $4.4 million decline in mortgage banking income, a $1.9 million decrease in debit, prepaid, ATM and merchant card related income, and a $1.7 million decrease in SBA income. These decreases were offset by a $6.4 million increase in other noninterest income, a $6.1 million increase in service charges on deposit accounts, a $2.4 million increase in Bank Owned Life Insurance (“BOLI”) income, and a $428,000 increase in trust and investment services income (See Noninterest Income section on page 71 for further discussion); |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | A $64.9 million increase in noninterest expense, resulted primarily from a $28.7 million increase in salaries and employee benefits expense, the $25.7 million accrual for the FDIC special assessment in 2023, a $10.0 million increase in FDIC assessment and other regulatory charges, a $7.7 million increase in other noninterest expense, a $6.0 million increase in business development and staff related expense, a $4.8 million increase information services expenses, a $3.2 million increase in professional fees, and a $1.3 million increase in OREO expense and loan related expense. These increases were partially offset by a $17.7 million decrease in merger, branch consolidation and severance related expense and a $5.6 million decrease in amortization expense of intangible assets (See Noninterest Expense section on page 74 for further discussion); |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | A $32.2 million increase in the provision for allowance for credit losses, as the Company recorded provision for credit losses of $114.1 million during 2023 compared to recording a provision for credit losses of $81.9 million in 2022. During 2023, we recorded a higher provision for credit losses as economic forecasts reflected the continued stress of inflation and rising interest rates that began in 2022 along with tight labor markets and global uncertainty; and |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Lower income tax provision of $769,000 primarily due to the change in pretax book income between the two years. The Company recorded pretax book income of $630.9 million in 2023 compared to pretax book income of $633.4 million in 2022. The Company’s effective tax rate was 21.64% for the year ended December 31, 2023 compared to 21.68% for the year ended December 31, 2022. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Basic earnings per common share decreased 2.3% to $6.50 in 2023, from $6.65 in 2022 and decreased 3.8% from $6.76 in 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Diluted earnings per common share decreased 2.1% to $6.46 in 2023, from $6.60 in 2022, and decreased 3.7% from $6.71 in 2021. |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Return on average assets was 1.11% in 2023, a slight decrease compared to 1.12% in 2022 and a decrease compared to 1.19% in 2021. The decrease in 2023 compared to 2022 was driven by both the increase in total average assets of $175.5 million, or 0.4%, to $44.7 billion in 2023 along with the decrease in net income of $1.7 million, or 0.4%, to $494.3 million. The increase in average assets mainly resulted from the increase in non-acquired loans through organic growth partially offset by declines in investment securities and federal funds sold, securities purchased under agreements to resell and other interest-earning deposit as liquidity declined in 2023. The increase in 2022 compared to 2021 was driven by both increases in loans and investment securities through both the Atlantic Capital acquisition and organic growth. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Return on average common shareholders’ equity decreased to 9.37% in 2023, compared to 9.84% in 2022, and decreased from 10.01% in 2021. The decrease in 2023 compared to 2022 was driven by the growth in average common shareholders’ equity of 4.7%, or $237.1 million, while net income declined by 0.4%, or $1.7 million, to $494.3 million. The increase in average common shareholders’ equity was mainly due to net income in 2023. The decrease in 2022 compared to 2021 was driven by the higher growth in average common shareholders’ equity of 6.1%, or $291.4 million, compared to the growth in net income of 4.3%, or $20.5 million, to $496.0 million. The increase in average equity in 2022 was primarily resulted from the Atlantic Capital acquisition. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Our dividend payout ratio was 31.34% for 2023 compared with 29.54% in 2022 and 28.43% in 2021. The increase in the dividend payout ratio in 2023 compared to 2022 was due to the increase in total dividends paid during 2023 of 5.8%, or $8.4 million, while the net income available to common shareholders decreased 0.4%, or $1.7 million. The increase in the dividend payout ratio in 2022 compared to 2021 was due to the increase in total dividends paid during 2022 of 8.3%, or $11.3 million, being greater than the increase in net income available to common shareholders, which increased 4.3%, or $20.5 million. |
Net Interest Income
Net interest income is the largest component of our net income. Net interest income is the difference between income earned on interest-earning assets and interest paid on deposits and borrowings. Net interest income is determined by the yields earned on interest-earning assets, rates paid on interest-bearing liabilities, the relative balances of interest-earning assets and interest-bearing liabilities, the degree of mismatch, and the maturity and repricing characteristics of interest-earning assets and interest-bearing liabilities. Net interest income divided by average interest-earning assets represents our net interest margin.
The Federal Reserve made four 25 basis-point rate increases in 2023, the most recent in late July 2023, resulting in a range of 5.25% to 5.50% at December 31, 2023. As a result, the Company operated under an increasing rate environment for the majority of the year in 2023 while it operated under a comparatively lower rate environment in 2022.
2023 compared to 2022
Net interest income and net interest margin are highlighted for the year ended December 31, 2023, compared to 2022:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The non-tax equivalent and the tax equivalent net interest margin increased by 27 basis points and 26 basis points, respectively, in 2023 compared to 2022. The net interest margin increased primarily due to the rising rate environment in effect during 2023. Despite the 164 basis points increase in the cost of interest-bearing liabilities being greater than the 135 basis points increase in the yield on interest-earning assets, our net interest margin increased due to average interest-earning assets of $40.1 billion being greater than average interest-bearing liabilities of $26.0 million during 2023. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Overall, our yield on interest-earning assets in 2023 increased 135 basis points from 2022, primarily due to higher yields on all interest-earning assets as the Federal Reserve Bank raised interest rates 525 basis points starting late in first quarter of 2022. The increase in interest rates, in combination with the increase in the average balance of the higher yielding loan portfolio of $3.9 billion, along with the decline in the average balances of lower yielding federal funds sold, securities purchased under agreements to resell and other interest-earning deposits of $3.1 billion and investment securities of $615.6 million, affected the overall yield increase in interest-earning assets between the comparable periods. |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | The average cost of interest-bearing liabilities in 2023 compared to 2022 increased 164 basis points. This increase was driven by the effects from the rising rate environment on the repricing of all deposit accounts, federal funds purchased and securities purchased with agreement to repurchase and other borrowings. The average cost of interest-bearing deposits increased 162 basis points as the increase occurred in all deposit categories. The average cost of federal funds purchased and securities purchased with agreements to repurchase increased 373 basis points and 111 basis points, respectively, while the average cost of other borrowings increased 66 basis points. The increase in the average cost of other borrowings was due to the variable rate trust preferred debt. The increase in overall average cost of interest-bearing liabilities for the 2023 from the same period in 2022 was also a result of the change in the mix of deposit balances, shifting from lower-costing savings and transaction deposit accounts to higher-costing certificates and other time deposits and money market accounts. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Our net interest income increased by $116.9 million, or 8.8%, to $1.5 billion during 2023, compared to 2022 as our interest income increased $547.4 million while interest expense increased $430.4 million. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Our interest income increased by $547.4 million due to higher non-acquired loan interest income of $542.7 million attributable to both a higher average balance of $5.7 billion through organic loan growth and renewals of matured acquired loans that are moved to our non-acquired loan portfolio along with a higher yield of 126 basis points due to the rising rate environment. Investment securities interest income was higher by $14.2 million because of an increase in the yield of 34 basis points due to the rising rate environment. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | These increases in interest income were partially offset by lower federal funds sold and repurchase agreements interest income of $5.2 million and lower interest income on acquired loans of $3.7 million due to lower average balances by $3.1 billion and $1.8 billion, respectively. Interest income on loans held for sale also declined by $643,000 due to a lower average balance of $33.9 million. The effects from the declines in average balance were partially offset by the increases in yields of 125 basis points on acquired loans, 378 basis on federal funds sold and repurchase agreements, and 248 basis points on loans held for sale from the effects of the rising rate environment. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Our interest expense increased by of $430.4 million in 2023 compared to 2022 due primarily to interest expense on interest-bearing deposits increasing $403.3 million, which was attributable to an increase in the average cost of 162 basis points as well as an increase in the average balance of $1.1 billion. As noted above, the increase in expense on interest-bearing deposit was significantly impacted by the change in mix from lower costing savings and transaction deposit accounts to higher costing certificate and other time deposit accounts and money market accounts as customer sought higher yields in the competitive deposit market in 2023. Interest expense related to other borrowings increased $16.1 million due to an increase in average cost of 66 basis points along with an increase in the average balance of $238.0 million. Interest expense on federal funds purchased and repurchased agreements increased $7.7 million and $3.4 million, respectively, due to increases in the average costs of 373 basis points and 111 basis points, respectively. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average interest-earning assets increased $216.5 million, or 0.5%, to $40.1 billion in 2023 compared to 2022. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | The increase in the average balance on non-acquired loan portfolio of $5.7 billion was due to organic growth and renewals of matured acquired loans that are moved to our non-acquired loan portfolio. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | The decrease in the average balance on the acquired loan portfolio of $1.8 billion was due to paydowns, pay-offs and renewals of acquired loans that are moved to our non-acquired loan portfolio. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | The average balance in investment securities decreased by $615.6 million. The decrease in average was primarily a result of maturities, calls and paydowns on available for sale and held to maturity securities of $590.8 million, and $190.8 million, respectively, during the year, along with sales of available for sale securities of $129.6 million. These decreases were partially offset by an increase in market value on available for sale securities of $112.7 million and purchases of available for sale securities of $80.4 million. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | The average balance on federal funds sold, securities purchased under agreements to resell and other interest earning deposits decreased $3.1 billion as the liquidity tightened in 2023 with the more competitive market for deposits with costumers seeking higher yields. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average interest-bearing liabilities increased $1.2 billion, or 5.0%, to $26.0 billion in 2023 compared to 2022. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | The average balance of interest-bearing deposits increased $1.1 billion primarily due to an increase in the average balance of higher costing time deposits of $1.4 billion. Of this increase in time deposits, $769.0 million was due to an increase in the use of brokered time deposits during 2023. The average balance of transaction and money market accounts increased $328.3 million during 2023 as lower costing savings account deposits declined $567.5 million. Within transaction and money market accounts, there was a shift to the higher costing money market account accounts in 2023 as customers sought higher yields driving the increase in balance. |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | The average balance of federal funds purchased decreased $52.6 million and repurchase agreements decreased $77.3 million. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | The average balance of other borrowings increased by $238.0 million due to the increased use of short-term FHLB advance during 2023 as deposits markets became more competitive. |
2022 compared to 2021
Net interest income and net interest margin are highlighted for the year ended December 31, 2022, compared to 2021:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Both the non-tax equivalent and the tax equivalent net interest margin increased by 45 basis points in 2022 compared to 2021. While the yield on interest-earning assets increased 45 basis points, the cost of interest-bearing liabilities marginally increased 3 basis points. The increase in the net interest margin was primarily due to the rising rate environment in effect during 2022 as our interest-earning assets have repriced more quickly than our interest-bearing liabilities. The increase was also due to a change in asset mix as the lower yielding interest-bearing deposit and federal funds sold declined in 2022, while our higher yielding loan portfolio and investments increased. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Overall, our yield on interest-earning assets in 2022 increased 45 basis points from 2021, primarily due to higher yields on all interest-earning assets as the Federal Reserve Bank raised interest rates 425 basis points starting late in first quarter of 2022. The increases in interest rates, in combination with the increase in the average balance of the higher yielding loan portfolio of $3.3 billion and the investment portfolio of $2.7 billion, along with the decline in the average balance of lower yielding interest-earning deposits and federal funds sold of $1.6 billion, affected the overall yield increase between the comparable periods. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | The average cost of interest-bearing liabilities in 2022 compared to 2021 increased 3 basis points. This increase was driven by the effects from the rising rate environment on the repricing of variable rate products, including interest-bearing and savings deposits, federal funds purchased and trust preferred corporate debt. The cost of interest-bearing and savings deposits increased 5 basis points, while the cost of federal funds purchased increased 126 basis points and the cost of corporate and subordinated debentures increased 12 basis points. Overall, interest-bearing deposits have been slower to reprice in the rising rate environment. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Our net interest income increased by $302.5 million, or 29.3%, to $1.3 billion during 2022, compared to 2021, as interest income increased $312.2 million and interest expense only increased $9.7 million. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Our interest income increased by $312.2 million due to – |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ◾ | Higher non-acquired loan interest income of $235.2 million due to a higher average balance of $5.0 billion, higher investment securities interest income of $84.6 million because of a higher average balance of $2.7 billion, and higher federal funds sold and repurchase agreements interest income of $40.1 million due to the rising rate environment in effect during the current year even though the average balance was lower by $1.6 billion. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ◾ | These increases in interest income were partially offset by lower interest income on acquired loans of $43.6 million due to a lower average balance of $1.6 billion resulting from paydowns, pay-offs and renewals of acquired loans that are moved to our non-acquired loan portfolio. Interest income on loans held for sale also declined by $4.1 million due to a lower average balance of $177.9 million. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Our interest expense increased by of $9.7 million in 2022 compared to 2021 due to – |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ◾ | Interest expense on interest-bearing deposits increasing $3.8 million because of a slight increase in the average cost of 1 basis point along with a $1.7 billion increase in the average balance, interest expense on federal funds purchased increasing $3.3 million because of an increase in the average cost of 126 basis points, and interest expense related to other borrowings increasing $2.6 million because of an increase in the average cost of 14 basis points. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average interest-earning assets increased $4.3 billion, or 12.0%, to $39.9 billion in 2022 compared to 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | The increase in the average balance on non-acquired loan portfolio of $5.0 billion was due to organic growth and renewals of matured acquired loans that are moved to our non-acquired loan portfolio. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | The decrease in the average balance on the acquired loan portfolio of $1.6 billion was due to paydowns, pay-offs and renewals of acquired loans that are moved to our non-acquired loan portfolio. |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | The increase in the average balance in investment securities of $2.7 billion was a result of the Bank using a portion of the excess funds to increase the size of its investment securities, along with the Bank’s strategy on replacing lower yielding securities with higher yielding securities as interest rates started to increase in the first quarter of 2022, in addition to retaining a portion of the investment securities acquired from Atlantic Capital on March 1, 2022. The excess liquidity was from the growth in deposits in 2021 and during the first half of 2022. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average interest-bearing liabilities increased $1.6 billion, or 6.8%, to $24.8 billion in 2022 compared to 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | The average balance of interest-bearing deposits increased $1.7 billion, primarily due to the interest-bearing deposits of $1.6 billion assumed from the Atlantic Capital acquisition on March 1, 2022. The average balance of lower costing interest-bearing transaction accounts, money market accounts and savings accounts increased $2.4 billion, while the average balance of higher costing time deposits declined $631.7 million in 2022 compared to 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | The average balance of federal funds purchased decreased $204.2 million and repurchase agreements decreased $357,000. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | The average balance of other borrowings increased by $42.3 million due to $78.4 million of subordinated debentures assumed from Atlantic Capital on March 1, 2022, partially offset by the redemption of $13.0 million of subordinated debentures in late June 2022. |
Table 1—Yields on Average Interest-Earning Assets and Rates on Average Interest-Bearing Liabilities
| | | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, | |||||||||||||||||||||||
| | | 2023 | | 2022 | | 2021 | |||||||||||||||||||
| | | | | | Interest | | Average | | | | | Interest | | Average | | | | | Interest | | Average | ||||
| | | Average | | Earned/ | | Yield/ | | Average | | Earned/ | | Yield/ | | Average | | Earned/ | | Yield/ | |||||||
| (Dollars in thousands) | Balance | Paid | Rate | Balance | Paid | Rate | Balance | Paid | Rate | ||||||||||||||||
| Assets | | | | | | | | | | | | | | | | | | | | | | | | | |
| Interest‑earning assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
| Non‑acquired loans, net of unearned income(1) | | $ | 24,813,599 | | $ | 1,312,452 | 5.29 | % | $ | 19,094,680 | | $ | 769,766 | 4.03 | % | $ | 14,121,233 | | $ | 534,565 | 3.79 | % | |||
| Acquired loans, net | | 6,589,692 | | 401,914 | 6.10 | % | 8,361,454 | | 405,578 | 4.85 | % | 9,997,279 | | 449,153 | 4.49 | % | |||||||||
| Loans held for sale | | 30,740 | | 2,039 | 6.63 | % | 64,684 | | 2,682 | 4.15 | % | 242,584 | | 6,801 | 2.80 | % | |||||||||
| Investment securities(2): | | | | | | | | | | | | | | | | | | | | | | | | | |
| Taxable | | 7,014,604 | | 162,907 | 2.32 | % | 7,569,603 | | 149,790 | 1.98 | % | 5,208,857 | | 76,850 | 1.48 | % | |||||||||
| Tax‑exempt | | 813,695 | | 23,455 | 2.88 | % | 874,255 | | 22,361 | 2.56 | % | 569,676 | | 10,715 | 1.88 | % | |||||||||
| Federal funds sold and securities purchased under agreements to resell and time deposits | | 836,068 | | 41,639 | 4.98 | % | 3,917,233 | | 46,848 | 1.20 | % | 5,481,018 | | 6,720 | 0.12 | % | |||||||||
| Total interest‑earning assets | | 40,098,398 | | 1,944,406 | 4.85 | % | 39,881,909 | | 1,397,025 | 3.50 | % | 35,620,647 | | 1,084,804 | 3.05 | % | |||||||||
| Noninterest‑earning assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cash and due from banks | | 471,418 | | | | | | | 550,733 | | | | | | | 495,910 | | | | | | | |||
| Other assets | | 4,486,196 | | | | | | | 4,361,927 | | | | | | | 4,112,373 | | | | | | | |||
| Allowance for loan losses | | (400,051) | | | | | | | (314,094) | | | | | | | (381,244) | | | | | | | |||
| Total noninterest‑earning assets | | 4,557,563 | | | | | | | 4,598,566 | | | | | | | 4,227,039 | | | | | | | |||
| Total assets | | $ | 44,655,961 | | | | | | | $ | 44,480,475 | | | | | | | $ | 39,847,686 | | | | | | |
| Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
| Interest‑bearing liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
| Deposits | | | | | | | | | | | | | | | | | | | | | | | | | |
| Transaction and money market accounts | | $ | 17,843,581 | | $ | 307,692 | 1.72 | % | $ | 17,515,277 | | $ | 27,408 | 0.16 | % | $ | 15,639,103 | | $ | 15,240 | | 0.10 | % | ||
| Savings deposits | | 2,961,654 | | 7,514 | 0.25 | % | 3,529,142 | | 1,781 | 0.05 | % | 3,043,977 | | 1,262 | | 0.04 | % | ||||||||
| Certificates and other time deposits | | 4,042,052 | | 125,051 | 3.09 | % | 2,673,000 | | 7,795 | 0.29 | % | 3,304,673 | | 16,680 | | 0.50 | % | ||||||||
| Federal funds purchased | | 225,642 | | 11,457 | 5.08 | % | 278,251 | | 3,744 | 1.35 | % | 482,471 | | 411 | | 0.09 | % | ||||||||
| Securities sold with agreements to repurchase | | | 317,879 | | | 4,132 | | 1.30 | % | | 395,141 | | | 759 | | 0.19 | % | | 395,498 | | | 778 | | 0.20 | % |
| Other borrowings | | 635,113 | | 35,952 | 5.66 | % | 397,113 | | 19,867 | 5.00 | % | 354,799 | | 17,258 | | 4.86 | % | ||||||||
| Total interest‑bearing liabilities | | 26,025,921 | | 491,798 | 1.89 | % | 24,787,924 | | 61,354 | 0.25 | % | 23,220,521 | | 51,629 | | 0.22 | % | ||||||||
| Noninterest‑bearing liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
| Noninterest‑bearing deposits | | 11,777,053 | | | | | | | 13,481,876 | | | | | | | 11,026,104 | | | | | | | |||
| Other liabilities | | 1,575,621 | | | | | | | 1,170,394 | | | | | | | 852,135 | | | | | | | |||
| Total noninterest‑bearing liabilities | | 13,352,674 | | | | | | | 14,652,270 | | | | | | | 11,878,239 | | | | | | | |||
| Shareholders’ equity | | 5,277,366 | | | | | | | 5,040,281 | | | | | | | 4,748,926 | | | | | | | |||
| Total noninterest‑bearing liabilities and shareholders’ equity | | 18,630,040 | | | | | | | 19,692,551 | | | | | | | 16,627,165 | | | | | | | |||
| Total liabilities and shareholders’ equity | | $ | 44,655,961 | | | | | | | $ | 44,480,475 | | | | | | | $ | 39,847,686 | | | | | | |
| Net interest spread | | | | | | | 2.96 | % | | | | | | 3.25 | % | | | | | | 2.83 | % | |||
| Net interest income and margin (non‑taxable equivalent) | | | | | $ | 1,452,608 | 3.62 | % | | | | $ | 1,335,671 | 3.35 | % | | | | $ | 1,033,175 | 2.90 | % | |||
| TEFRA (included in net interest margin, tax equivalent) | | | | | | 3,023 | | | | | | | | 8,876 | | | | | | | | 5,921 | | | |
| Net interest income and margin (taxable equivalent) | | | | | $ | 1,455,631 | 3.63 | % | | | | $ | 1,344,547 | 3.37 | % | | | | $ | 1,039,096 | 2.92 | % | |||
| Total Deposit Cost (without other borrowings) | | | | | | | | 1.20 | % | | | | | | | 0.10 | % | | | | | | | 0.10 | % |
| Overall Cost of Funds (including interest-bearing deposits) | | | | | | | 1.30 | % | | | | | | 0.16 | % | | | | | | 0.15 | % |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (1) | Nonaccrual loans are included in the above analysis. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (2) | Investment securities (taxable and tax-exempt) include trading securities. |
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Table 2—Volume and Rate Variance Analysis
| | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | 2023 Compared to 2022 | | 2022 Compared to 2021 | |||||||||||||||
| | | Increase (Decrease) due to | | Increase (Decrease) due to | |||||||||||||||
| (Dollars in thousands) | Volume(1) | Rate(1) | Total | Volume(1) | Rate(1) | Total | |||||||||||||
| Interest income on: | | | | | | | | | | | | | | | | | | | |
| Non‑acquired loans, net of unearned income(2) | | $ | 230,547 | | $ | 312,139 | | $ | 542,686 | | $ | 188,272 | | $ | 46,929 | | $ | 235,201 | |
| Acquired loans(2) | | (85,941) | | 82,277 | | (3,664) | | (73,494) | | 29,919 | | (43,575) | | ||||||
| Loans held for sale | | (1,407) | | 764 | | (643) | | (4,988) | | 869 | | (4,119) | | ||||||
| Investment securities: | | | | | | | | | | | | | | | | | | | |
| Taxable | | (10,983) | | 24,100 | | 13,117 | | 34,830 | | 38,110 | | 72,940 | | ||||||
| Tax exempt(3) | | (1,549) | | 2,643 | | 1,094 | | 5,729 | | 5,917 | | 11,646 | | ||||||
| Federal funds sold and securities purchased under agreements to resell and time deposits | | (36,849) | | 31,640 | | (5,209) | | (1,917) | | 42,045 | | 40,128 | | ||||||
| Total interest income | | 93,818 | | 453,563 | | 547,381 | | 148,432 | | 163,789 | | 312,221 | | ||||||
| Interest expense on: | | | | | | | | | | | | | | | | | | | |
| Deposits | | | | | | | | | | | | | | | | | | | |
| Transaction and money market accounts | | 514 | | 279,770 | | 280,284 | | 1,828 | | 10,340 | | 12,168 | | ||||||
| Savings deposits | | (286) | | 6,019 | | 5,733 | | 201 | | 318 | | 519 | | ||||||
| Certificates and other time deposits | | 3,992 | | 113,264 | | 117,256 | | (3,188) | | (5,697) | | (8,885) | | ||||||
| Federal funds purchased | | (708) | | 8,421 | | 7,713 | | (174) | | 3,507 | | 3,333 | | ||||||
| Securities sold under agreements to repurchase | | | (149) | | | 3,522 | | | 3,373 | | | (1) | | | (18) | | | (19) | |
| Other borrowings | | 11,907 | | 4,178 | | 16,085 | | 2,058 | | 551 | | 2,609 | | ||||||
| Total interest expense | | 15,270 | | 415,174 | | 430,444 | | 724 | | 9,001 | | 9,725 | | ||||||
| Net interest income | | $ | 78,548 | | $ | 38,389 | | $ | 116,937 | | $ | 147,708 | | $ | 154,788 | | $ | 302,496 | |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (1) | The rate/volume variance for each category has been allocated on the same basis between rate and volumes. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (2) | Nonaccrual loans are included in the above analysis. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (3) | Tax exempt income is not presented on a taxable-equivalent basis in the above analysis. |
Noninterest Income and Expense
Noninterest income provides us with additional revenues that are significant sources of income. In 2023, 2022, and 2021, noninterest income comprised 16.5%, 18.8%, and 25.5%, respectively, of total net interest income and noninterest income.
Table 3—Noninterest Income for the Three Years
| | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | Year Ended December 31, | ||||||||
| (Dollars in thousands) | 2023 | 2022 | 2021 | ||||||||
| Service charges on deposit accounts | | | $ | 88,271 | | $ | 82,165 | | $ | 65,973 | |
| Debit, prepaid, ATM and merchant card related income | | | 40,744 | | 42,645 | | 36,783 | | |||
| Mortgage banking income | | | 13,355 | | 17,790 | | 64,599 | | |||
| Trust and investment services income | | | 39,447 | | 39,019 | | 36,981 | | |||
| Correspondent banking and capital markets income | | | | 49,101 | | | 78,755 | | | 110,048 | |
| Securities gains, net | | | 43 | | 30 | | 102 | | |||
| SBA income | | | 13,929 | | 15,636 | | 11,865 | | |||
| Bank owned life insurance income | | | | 26,690 | | | 24,311 | | | 18,410 | |
| Other | | | 15,326 | | 8,896 | | 9,491 | | |||
| Total noninterest income | | | $ | 286,906 | | $ | 309,247 | | $ | 354,252 | |
2023 compared to 2022
Our noninterest income decreased $22.3 million, or 7.2%, for the year ended December 31, 2023 compared to 2022. This change in total noninterest income resulted from the following:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Service charges on deposit accounts were higher in 2023 by $6.1 million, or 7.4%, compared to 2022. The increase was mainly attributable to a $3.9 million increase in account maintenance fees and a $2.4 million increase in Non-Sufficient Fund (“NSF”) fees, slightly offset by approximately $181,000 decrease in other services charges in 2023 compared to 2022. The majority of the increase in the account maintenance fees and the NSF fees in 2023 was related to business accounts as there was a full year of activity from the accounts acquired in the Atlantic Capital acquisition and the Company reduced that amount of business fees waived and charged off in 2023. |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Debit, prepaid, ATM and merchant card related income decreased by $1.9 million, or 4.5%, in 2023 compared to 2022. The decrease in debit, ATM, prepaid and merchant card related income was driven by a decrease in debit/ATM fee income, net of card expense, of $2.0 million, due mainly to a higher card expense of $2.2 million. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Mortgage banking income decreased by $4.4 million, or 24.9%, which comprised of a $6.6 million, or 44.9%, decrease in secondary market mortgage income, offset by a $2.2 million, or 72.9%, increase in mortgage servicing related income. Mortgage production declined from $4.5 billion in 2022 to $2.2 billion in 2023 with the rise in mortgage rates continuing during 2023. The reduction in mortgage production resulted in lower mortgage income from the secondary market in 2023. We allocated a slightly higher percentage of mortgage production to the secondary market in 2023 compared to 2022. The allocation of mortgage production between portfolio and secondary market depends on the Company’s liquidity, market spreads and rate changes during each period and will fluctuate year to year. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | During 2023, mortgage income from the secondary market comprised of a $16.9 million decline in gain on sale of mortgage loans, which is net of the commission expense related to mortgage production, offset by a $10.2 million increase in the change in fair value of the pipeline, loans held for sale and MBS forward trades. Mortgage commission expense was $8.6 million during 2023 compared to $12.8 million during 2022. The declines in the gain on sale of mortgage loans and mortgage commission expense was mainly due to the reduction in mortgage production. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | The increase in mortgage servicing related income, net of the hedge, during 2023 was due to a $1.9 million increase in the change in fair value of the MSR including decay and a $290,000 increase in servicing fee income. The increase in fair value of the MSR in 2023 was primarily due to an increase in gains on the MSR hedge of $16.8 million and a $1.4 million increase due to a decline in MSR decay, offset by a decrease in the change in fair value from interest rates of $16.2 million. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Trust and investment services income increased $428,000, or 1.1%, in 2023 compared to 2022. The increase was primarily due to an increase in fee earnings as the average assets under management increased $870.0 million, or 13.0%, and an increase in number of relationships under management from December 31, 2022 to December 31, 2023. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Correspondent banking and capital markets income decreased by $29.7 million, or 37.7%, from 2022. The decline was due to the expense attributable to the variation margin payments for centrally cleared swaps, along with lower commissions and fees earned on fixed income security sales of $12.1 million during 2023 as the volume in sales declined compared to the same period in 2022 due to the volatility in financial markets and interest rate environment. We recorded an expense of $41.5 million related to variation margin payments in 2023 compared to an expense of $14.2 million in 2022. These declines in income were partially offset by an increase of $7.6 million in income generated from the customer swap ARC hedging program in 2023 compared to 2022. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | SBA income decreased by $1.7 million, or 10.9%, compared to 2022. SBA income includes changes in fair value of the servicing asset, loan servicing fees, and gains on sale of SBA loans. The decrease was attributable to a decrease in gains on sale of SBA loans of $922,000 and a decline in the fair value of the SBA servicing asset of $911,000, partially offset by an increase in SBA servicing fee income of $126,000. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Bank owned life insurance income increased $2.4 million, or 9.8%, in 2023 compared to 2022. This increase was due to having a full year effect from the purchase of $86.0 million of new policies in March of 2022 and the addition of $74.6 million in BOLI resulting from the acquisition of Atlantic Capital in the first quarter of 2022 along with the purchase of $6.0 million of new policies purchased in 2023. In addition, the Company saw an increase of $296,000 in income received from the payout on BOLI policies during 2023 compared to 2022. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Other income increased by $6.4 million, or 72.3%, in 2023 compared to 2022. This increase was primarily due to approximately $3.7 million in income for tax refunds, income from a legal settlement of approximately $960,000, and an increase in income generated from prepaid cards of $766,000. Income from VISA merchant sponsorship program, in which the Bank earns fees by aiding merchants in processing transactions through VISA, also increased $729,000. The Bank also recorded a total of $486,000 in income from assisting small business customers with Employee Retention Credit (“ERC”) filings in 2023. |
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2022 compared to 2021
Our noninterest income decreased 12.7% for the year ended December 31, 2022 compared to 2021. This change in total noninterest income resulted from the following:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Service charges on deposit accounts were higher in 2022 by $16.2 million, or 24.5%, compared to 2021. During the third quarter of 2022, the Company modified its consumer overdraft program to eliminate Non-Sufficient Funds (“NSF”) fees as well as transfer fees to cover overdrafts. We also started offering a deposit product with no overdraft fees. However, mainly due to the increase in numbers of customers and activity through the Atlantic Capital merger completed during the first quarter of 2022, service charge account maintenance fees increased $9.8 million, NSF and Automated Overdraft Privilege (“AOP”) charges increased $4.1 million, and commissions from sales of checks increased $1.7 million. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Debit, prepaid, ATM and merchant card related income was higher by $5.9 million, or 15.9%, in 2022 compared to 2021. The increase in debit, prepaid, ATM and merchant card related income was mainly driven by higher debit card income and credit card sales incentive income resulting from the increase in activity related to the acquisition of Atlantic Capital completed in the first quarter of 2022. Debit card income (net of debit card expenses) and credit card sales incentive increased by $4.1 million and $1.7 million, respectively. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Mortgage banking income decreased by $46.8 million, or 72.5%, which was comprised of $45.5 million, or 75.5%, decrease from mortgage income in the secondary market and a $1.3 million, or 30.1%, decrease from mortgage servicing related income, net of the hedge. Starting in the second quarter of 2021, the Company allocated a lower percentage of its mortgage production and pipeline to the secondary market, which resulted in a decrease in mortgage income from the secondary market. The allocation of mortgage production between portfolio and secondary market depends on the Company’s liquidity, market spreads and rate changes during each period and will fluctuate year to year. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | During 2022, mortgage income from the secondary market comprised of a $4.8 million increase in the change in fair value of the pipeline, loans held for sale and MBS forward trades and a $50.4 million decrease in the net gain on sale of mortgage loans due to overall lower mortgage production in 2022, along with the lower allocation of mortgage production going to the secondary market. Mortgage commission expense was $12.8 million during 2022 compared to $27.2 million during 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | The decrease in mortgage servicing related income, net of the hedge during 2022 was due to a $3.4 million decrease in the change in fair value of the MSR including decay, which was partially offset by a $2.1 million increase from servicing fee income. The decrease in the change in fair value of the MSR was primarily due to an increase in losses on the MSR hedge of $13.3 million, offset by an increase in the change in fair value from interest rates of $5.0 million and a $5.0 million decline in MSR decay as interest rates have increased since 2021. The increase in the servicing fee income is due to the increase in size of the servicing portfolio. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Trust and investment services income increased $2.0 million, or 5.5%, in 2022 compared to 2021. The increase was primarily due to an increase in fees earnings as the assets under management increased $53.9 million, or 0.8%, and increases in numbers of accounts and relationships under management from December 31, 2021 to December 31, 2022. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Correspondent banking and capital markets income for 2022 decreased by $31.3 million, or 28.4%, from 2021. The decline was due to lower commissions and fees earned on fixed income security sales during 2022 as the volume in sales declined from 2021 and due to expense attributable to the variation margin payments for the centrally cleared swaps. During 2022, the Company determined the variation margin payments for its interest rate swaps centrally cleared through London Clearing House (“LCH”) and Chicago Mercantile Exchange (“CME”) met the legal characteristics of daily settlements of the derivatives rather than collateral. The expense or income attributable to the variation margin payments for the centrally cleared swaps is now reported in noninterest income, specifically within Correspondent and Capital Markets Income, as opposed to interest income or interest expense. We recorded expense of $14.0 million related to variation margin payments in 2022 compared to income of $43,000 in 2021. The increase in expense in 2022 was due to the rise in interest rates which caused a decline in value in our centrally cleared interest rate swaps with LCH and CME. Refer to Note 1—Summary of Significant Accounting Policies, section titled “Derivative Financial Instruments” for a detailed discussion. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | SBA income, including the impact from the change to fair value accounting during 2022, increased by $3.8 million, or 31.8% compared to 2021. SBA income includes changes in fair value of the servicing asset, loan servicing fees and gains on sale of SBA loans. The increase is mainly attributable to additional business resulting from the acquisition of Atlantic Capital. |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Bank owned life insurance income increased $5.9 million, or 32.1%, in 2022 compared to 2021. This increase was due to the purchase of $86.0 million of new policies since March 2022 and the addition of $74.6 million in bank owned life insurance through the acquisition of Atlantic Capital completed in the first quarter of 2022, along with an increase in income from the payout of bank owned life insurance policies of $1.1 million in 2022 compared to 2021. |
Noninterest expense represents the largest expense category for our company. Our expenses in 2023 increased $64.9 million or 7.0% from 2022. Our noninterest expenses in 2022 decreased $18.7 million or 2.0% from 2021.
Table 4—Noninterest Expense for the Three Years
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, | ||||||||
| (Dollars in thousands) | 2023 | 2022 | 2021 | |||||||
| Salaries and employee benefits | | $ | 583,398 | | $ | 554,704 | | $ | 552,030 | |
| Occupancy expense | | 88,695 | | 89,501 | | 92,225 | | |||
| Information services expense | | 84,472 | | 79,701 | | 74,417 | | |||
| OREO expense and loan related expense | | 1,716 | | 369 | | 2,029 | | |||
| Amortization of intangibles | | 27,558 | | 33,205 | | 35,192 | | |||
| Business development and staff related expense | | 25,055 | | 19,015 | | 14,571 | | |||
| Supplies and printing | | 3,575 | | 2,871 | | 3,246 | | |||
| Postage expense | | | 7,003 | | | 6,750 | | | 6,413 | |
| Professional fees | | 18,547 | | 15,331 | | 10,629 | | |||
| FDIC assessment and other regulatory charges | | 33,070 | | 23,033 | | 17,982 | | |||
| FDIC special assessment | | | 25,691 | | | — | | | — | |
| Advertising and marketing | | 9,474 | | 8,888 | | 7,959 | | |||
| Merger, branch consolidation and severance related expense | | 13,162 | | 30,888 | | 67,242 | | |||
| Extinguishment of debt cost | | | — | | | — | | | 11,706 | |
| Other | | 73,164 | | 65,445 | | 52,780 | | |||
| Total noninterest expense | | $ | 994,580 | | $ | 929,701 | | $ | 948,421 | |
2023 compared to 2022
Noninterest expense increased $64.9 million, or 7.0%, for the year ended December 31, 2023 compared to 2022. The change in total noninterest expense resulted from the following:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Salaries and employee benefits increased $28.7 million, or 5.2%, in 2023 compared to 2022. The increase was primarily due to an increase in salaries of $39.9 million resulting from merit increases and increase in numbers of employees. The increase was partially offset by a decrease in commissions of $2.5 million, mainly attributable to lower commissions related to lower bond sales within the correspondent division and loan sales with the SBA division along with declines in employee benefits of $2.2 million, and a decrease in incentives of $9.0 million. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Information services expense increased $4.8 million, or 6.0%, in 2023 compared to 2022. The increase was due to additional cost associated with the Company updating systems and software as it grows in size and complexity. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | OREO expense and loan related expense increased $1.3 million, or 365.0%, in 2023 compared to 2022, which was primarily due to approximately a $1.1 million increase in Shared Appreciation Mortgage (“SAM”) related expenses including legal, tax and other costs. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Amortization of intangibles, which is related to the Company’s prior mergers, decreased $5.6 million, or 17.0%. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Business development and staff related expense increased $6.0 million, or 31.8%, in 2023 compared to 2022. This increase was mainly due to an increase in employee expenses including employee travel expense, convention and meeting expense, recruitment and relocation costs associated with the Company investing in new talent and employee education and training related costs. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Professional fees increased $3.2 million, or 21.0%, in 2023 compared to 2022. This increase was primarily due to increases in consulting and audit related fees totaling $6.2 million, offset by a decrease in non-loan and loan legal and advisory related fees of $3.0 million. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | FDIC assessment and other regulatory charges increased $10.0 million, or 43.6%. This increase was primarily due to an increase in FDIC assessment of $10.6 million, slightly offset by declines from other regulatory fees of $599,000. The increase in the FDIC assessment was primarily due to an increase in the FDIC assessment rate in 2023 to bring the overall FDIC fund to 1.35x total deposit by the end of 2028. The increase also reflects |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| changes in the Company’s size and complexity, along with the resulting effects on the Company’s liquidity compared to 2022. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The Company incurred a total of $25.7 million of the FDIC’s special assessment for the two-year special assessment period, with the entire assessed amount being recorded during the fourth quarter of 2023. The special assessment was introduced to recover losses to the FDIC’s Deposit Insurance Fund resulting from bank failures that occurred during early 2023. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Merger, branch consolidation and severance related expense decreased $17.7 million, or 57.4% in 2023 compared to 2022. The decrease was primarily due to a $21.9 million decrease in merger expenses pertaining to the Atlantic Capital and CenterState mergers and a $4.7 million decrease in branch consolidation related expense in 2023 compared to 2022. These decreases were offset by severance related payments totaling $8.0 million related to restructuring costs recorded in 2023. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Other noninterest expense increased $7.7 million, or 11.8%, compared to 2022. This increase was mainly attributable to a $10.1 million increase in earnings credit expense to Homeowners Association (“HOA”) customers. The Bank provides a credit to HOA customers based on the average deposit balances held that reduces fees for other services provided. There was a $2.8 million increase in state franchise and occupation tax payments, and a $2.7 million increase related to a new subscription to a system that provides real-time financial market data analysis services. These increases were partially offset by a decrease in fraud charge-offs, tax penalties, digital banking losses, and other insurance and miscellaneous operational charge-off related expenses totaling approximately $9.0 million. |
2022 compared to 2021
Noninterest expense decreased $18.7 million, or 2.0% for the year ended December 31, 2022 compared to 2021. The change in total noninterest expense resulted from the following:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Salary and employee benefits increased by $2.7 million, or 0.5%, primarily due to the addition of Atlantic Capital employees during the year, annual salary increases, and higher 2022 incentive costs. This increase was partially offset by a $7.3 million decline in commission expense and higher deferred loan costs due to increased loan production volumes and the late 2021 update of the Company’s standard loan costs. During 2022, we recorded a total of $383.6 million in salary expense and $(88.2) million in net deferred loan costs, compared to $366.2 million and $(46.5) million, respectively, during 2021. During 2022, we recorded a total of $35.5 million in commission expense and $96.8 million in incentive expense, compared to $42.8 million and $71.8 million, respectively, during 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Occupancy expense decreased $2.7 million, or 3.0%. The decrease was related to the cost savings associated with Atlantic Capital and branch consolidations that occurred during 2022. The number of branches declined in 2022 to 251 from 281 at the end of 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Information services expense increased $5.3 million, or 7.1%. The increase was due to additional cost associated with systems added through our acquisition of Atlantic Capital, along with the cost of the Company updating systems as it grows in size and complexity. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Business development and staff related expense increased $4.4 million, or 30.5%, due mainly to the increase in employees resulting from the merger with Atlantic Capital and additional employee travel and entertainment as the COVID-19 pandemic receded. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Professional fees increased $4.7 million, or 44.2%, in 2022 compared to 2021. This increase was primarily due to increases in non-loan legal, advisory and consulting related fees. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | FDIC assessment and other regulatory charges increased $5.1 million, or 28.1%. This increase was due to an increase in FDIC assessments and other regulatory charges. The FDIC assessment increased $4.3 million and OCC examination fee increased $761,000 as the Company continues to grow in size and complexity. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Merger and branch consolidation related expense decreased $36.4 million, or 54.1% in 2022 compared to 2021. The expense in 2022 consists mainly of costs associated with branch consolidations and the merger related costs pertaining to the Atlantic Capital acquisition. The expense in 2021 mainly consisted of costs related to the merger with CenterState. Merger and branch consolidation expense of $18.5 million in 2022 and $1.7 million in 2021 was related primarily to the merger with Atlantic Capital while $64.4 million in merger and branch consolidation expense was related to the merger with CenterState in 2021. |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The Company had extinguishment of debt cost of $11.7 million in 2021. This cost was from the write-off of the unamortized fair market value adjustment recorded on the trust preferred securities assumed in the CenterState merger. All of the trust preferred securities assumed in the CenterState merger were redeemed in June 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Other noninterest expense increased by $12.7 million, or 24.0%. This increase was mainly due to a general increase in expenses due to the merger with Atlantic Capital, an increase in fraud, digital banking and miscellaneous operational charge-off related expenses of $6.5 million, expense related to the settlement of lawsuits of $2.6 million, increases in donations of $1.5 million, increases in tax penalties of $1.3 million, and increases in incurred but not reported insurance loss reserves of $1.1 million. |
Income Tax Expense
Our effective tax rate held consistent at 21.64% at December 31, 2023, mirroring the 21.68% rate for the year-ended December 31, 2022. The slight decrease was due to a slight decrease in pre-tax book income, an increase in tax-exempt income, an increase in federal tax credits, offset partially by an increase in TEFRA interest expense disallowance and an increase in non-deductible FDIC premiums compared to December 31, 2022. For additional information refer to Note 12—Income Taxes in the consolidated financial statements.
Financial Condition
Overview
At December 31, 2023, we had total assets of approximately $44.9 billion, consisting principally of $32.4 billion in total loans, before taking into account the allowance for credit losses of $456.6 million, $7.5 billion in investment securities, $1.0 billion in cash and cash equivalents and $1.9 billion in goodwill. Our liabilities at December 31, 2023 totaled $39.4 billion, consisting principally of deposits of $37.0 billion ($10.6 billion in noninterest-bearing and $26.4 billion in interest-bearing), $804.5 million derivative liabilities and $981.1 million of short-term and long-term borrowings. At December 31, 2023, our shareholders’ equity was $5.5 billion.
At December 31, 2022, we had total assets of approximately $43.9 billion, consisting principally of $30.2 billion in total loans, before taking into account the allowance for credit losses of $356.4 million, $8.2 billion in investment securities, $1.3 billion in cash and cash equivalents and $1.9 billion in goodwill. Our liabilities at December 31, 2022 totaled $38.8 billion, consisting principally of deposits of $36.4 billion ($13.2 billion in noninterest-bearing and $23.2 in interest-bearing) and short-term and long-term borrowings of $948.7 million. At December 31, 2022, our shareholders’ equity was $5.1 billion.
Book value per common share was $72.78 at the end of 2023, an increase from $67.04 at the end of 2022. Book value per common share increased in 2023 as shareholder equity increased by 9.0% while common shares outstanding only increased by 0.4%. The primary reasons for an increase in shareholder’s equity of $458.2 December 31, 2023 were due to net income of $494.3 million and a $94.6 million increase in AOCI related to unrealized gains on available for sale securities and post-retirement benefit plans. These increases were partially offset by declines resulting from dividends paid to shareholders of $154.9 million, common stock repurchased from officers and directors for income taxes owed on their vested shares of restricted stock of $9.3 million, and common stock repurchased in the open market of $6.7 million.
Our common equity to assets ratio increased to 12.3% in 2023, compared to 11.6% in 2022. The improvement during 2023 was due to an increase in shareholders’ equity of 9.0%, resulting from the items noted above, while total assets had a moderate increase of 2.2%.
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Trading Securities
We have a trading portfolio associated with our Correspondent Bank Division and its subsidiary SouthState|Duncan-Williams. This portfolio is carried at fair value and realized and unrealized gains and losses are included in trading securities revenue, a component of Correspondent Banking and Capital Markets Income in our Consolidated Statements of Income. Securities purchased for this portfolio have primarily been municipal bonds, treasuries and mortgage-backed agency securities, which are held for short periods of time and totaled $31.3 million at December 31, 2023 and 2022.
Investment Securities
We use investment securities, our second largest category of earning assets, to generate interest income, provide liquidity, fund loan demand or deposit liquidation, and pledge as collateral for public funds deposits, repurchase agreements, derivative exposures and to augment borrowing capacity at the Federal Reserve Bank of Atlanta, and the Federal Home Loan Bank of Atlanta. At December 31, 2023 and 2022, investment securities totaled $7.5 billion and $8.2 billion, respectively. For the year ended December 31, 2023, average investment securities were $7.7 billion, or 19.5% of average earning assets, compared with $8.4 billion, or 21.2% of average earning assets for the year ended December 31, 2022. The expected average life of the investment portfolio at December 31, 2023 was approximately 7.87 years, compared with 7.96 years at December 31, 2022. See Note 1—Summary of Significant Accounting Policies in the audited consolidated financial statements for our accounting policy on investment securities.
As securities are purchased, they are designated as held to maturity or available for sale based upon our intent, which considers liquidity needs, interest rate expectations, asset/liability management strategies, and capital requirements.
The following table presents the reported values of investment securities for the past two years:
Table 5—Values of Investment Securities
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | | December 31, | |||||
| (Dollars in thousands) | 2023 | 2022 | |||||
| Held to Maturity (amortized cost): | | | | | | | |
| U.S. Government agencies | | $ | 197,267 | | $ | 197,262 | |
| Residential mortgage-backed securities issued by U.S. government | | | | | | | |
| agencies or sponsored enterprises | | | 1,438,102 | | | 1,591,646 | |
| Residential collateralized mortgage-obligations issued by U.S. government | | | | | | | |
| agencies or sponsored enterprises | | | 444,883 | | | 474,660 | |
| Commercial mortgage-backed securities issued by U.S. government | | | | | | | |
| agencies or sponsored enterprises | | | 354,055 | | | 362,586 | |
| Small Business Administration loan-backed securities | | | 53,133 | | | 57,087 | |
| Total held to maturity | | $ | 2,487,440 | | $ | 2,683,241 | |
| Available for Sale (fair value): | | | | | | | |
| U.S. Treasuries | | | 73,890 | | | 265,638 | |
| U.S. Government agencies | | | 224,706 | | | 219,088 | |
| Residential mortgage-backed securities issued by U.S. government | | | | | | | |
| agencies or sponsored enterprises | | | 1,558,306 | | | 1,698,353 | |
| Residential collateralized mortgage-obligations issued by U.S. government | | | | | | | |
| agencies or sponsored enterprises | | | 527,422 | | | 601,045 | |
| Commercial mortgage-backed securities issued by U.S. government | | | | | | ||
| agencies or sponsored enterprises | | 1,024,170 | | 1,000,398 | | ||
| State and municipal obligations | | 977,461 | | 1,064,852 | | ||
| Small Business Administration loan-backed securities | | 371,686 | | 444,810 | | ||
| Corporate securities | | 26,747 | | 32,638 | | ||
| Total available for sale | | 4,784,388 | | 5,326,822 | | ||
| Total other investments | | 192,043 | | 179,717 | | ||
| Total investment securities | | $ | 7,463,871 | | $ | 8,189,780 | |
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During 2023, our total investment securities decreased $725.9 million, or 8.9%, from December 31, 2022. During 2023, we purchased $307.1 million of securities, $80.4 million classified as available for sale and $226.7 million classified as other investments. These purchases were offset by maturities, paydowns, sales and calls of investment securities totaling $1.1 billion. Net amortization of premiums were $20.1 million for the year ended December 31, 2023. During 2022, the Atlantic Capital acquisition added $691.7 million of investment securities available for sale to our portfolio. We immediately sold $414.4 million in securities, after principal paydowns, and retained $273.7 million in our portfolio. The Atlantic Capital securities retained were mostly state and municipal obligations.
At December 31, 2023, the unrealized net loss of the available for sale investment securities portfolio was $776.6 million, or 14.0%, below its amortized cost basis. Comparable valuations at December 31, 2022 reflected an unrealized net loss of the available for sale investment portfolio of $889.3 million, or 14.3%, below its amortized cost basis. The increase in fair value in the available for sale investment portfolio at December 31, 2023 compared to December 31, 2022 was attributable to the Federal Reserve’s decision during their latest policy meeting held in December 2023 to hold the rates steady with indications of potential rate cuts in 2024. At December 31, 2023, the unrealized net loss of the held to maturity investment securities portfolio was $402.7 million, or 16.2%, below its amortized cost basis. At December 31, 2022, the unrealized net loss of the held to maturity investment securities portfolio was $433.1 million, or 16.1%, below its amortized cost basis.
Table 6—Credit Ratings of Investment Securities
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | |||||||||||
| | | Amortized | | Fair | | Unrealized | | | | | | | ||||
| (Dollars in thousands) | | Cost | | Value | | Net Loss | | AAA – A | | Not Rated | ||||||
| December 31, 2023 | | | | | | | | | | | | | | | | |
| U.S. Treasuries | | $ | 74,720 | | $ | 73,890 | | $ | (830) | | $ | 74,720 | | $ | — | |
| U.S. Government agencies | | | 443,356 | | | 397,366 | | | (45,990) | | | 443,356 | | | — | |
| Residential mortgage-backed securities issued by U.S. government | | | | | | | | | | | | | | | | |
| agencies or sponsored enterprises* | | | 3,260,206 | | | 2,769,096 | | | (491,110) | | | 94 | | | 3,260,112 | |
| Residential collateralized mortgage-obligations issued by U.S. government | | | | | | | | | | | | | | | | |
| agencies or sponsored enterprises* | | | 1,071,618 | | | 904,166 | | | (167,452) | | | — | | | 1,071,618 | |
| Commercial mortgage-backed securities issued by U.S. government | | | | | | | | | | | | | | | | |
| agencies or sponsored enterprises* | | 1,571,180 | | | 1,306,898 | | | (264,282) | | | 20,991 | | 1,550,189 | | ||
| State and municipal obligations | | 1,129,750 | | | 977,461 | | | (152,289) | | | 1,129,078 | | 672 | | ||
| Small Business Administration loan-backed securities | | 467,083 | | | 413,500 | | | (53,583) | | | 467,083 | | — | | ||
| Corporate securities | | | 30,533 | | | 26,747 | | | (3,786) | | | — | | | 30,533 | |
| | | $ | 8,048,446 | | $ | 6,869,124 | | $ | (1,179,322) | | $ | 2,135,322 | | $ | 5,913,124 | |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| * | Agency mortgage-backed securities (“MBS”), agency collateralized mortgage-obligations (“CMO”) and agency commercial mortgage-backed securities (“CMBS”) are guaranteed by the issuing government-sponsored enterprise (“GSE”) as to the timely payments of principal and interest. Except for Government National Mortgage Association securities, which have the full faith and credit backing of the United States Government, the GSE alone is responsible for making payments on this guaranty. While the rating agencies have not rated any of the MBS, CMO and CMBS issued, senior debt securities issued by GSEs are rated consistently as “Triple-A.” Most market participants consider agency MBS, CMOs and CMBSs as carrying an implied Aaa rating (S&P rating of AA+) because of the guarantees of timely payments and selection criteria of mortgages backing the securities. We do not own any private label mortgage-backed securities. The balances presented under the ratings above reflect the amortized cost of the investment securities. |
Held to maturity
As described above, the Company elected to classify some of its securities purchased as held to maturity at the time of purchase. The securities designated as held to maturity are securities the Company does not intend to sell and expects to hold through maturity. The securities consist of $197.3 million of agency securities, $2.2 billion of residential and commercial mortgage-backed securities issued by U.S government agencies or sponsored enterprises and $53.1 million of Small Business Administration loan-backed securities. The following are highlights of our held to maturity portfolio:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Total amortized cost of held to maturity portfolio totaled $2.5 billion |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The balance of securities held to maturity represented 5.5% of total assets at December 31, 2023. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | No purchases or sales of held to maturity investment securities in 2023; maturities, calls and paydowns totaled $190.8 million in 2023. |
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Available for sale
Securities available for sale consist of debentures of government sponsored entities, state and municipal bonds, residential and commercial mortgage-backed securities issued by U.S government agencies or sponsored enterprises, Small Business Administration loan-backed securities and corporate securities. At December 31, 2023, investment securities with a fair value and amortized cost of $4.8 billion and $5.6 billion, respectively, were classified as available for sale. The adjustment for net unrealized losses of $776.6 million between the carrying value of these securities and their amortized cost has been reflected, net of tax, in the Consolidated Balance Sheet as a component of Accumulated Other Comprehensive Loss. The following are highlights of our available for sale securities:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Total securities available for sale decreased $542.4 million, or 10.2%, from the balance at December 31, 2022. The unrealized gain/loss position on the investment portfolio increased $112.7 million and net amortization of premiums was $15.2 million during 2023. We purchased $80.4 million of available for sale investment securities in 2023, partially offset by maturities, calls and paydowns totaling $590.8 million and sales totaling $129.6 million in 2023. The sales in 2023 were mainly related to restructuring our portfolio to fit our investment strategy and risk profile. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The balance of securities available for sale represented 10.7% of total assets at December 31, 2023 and 12.1% of total assets at December 31, 2022. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest income earned on all investment securities in 2023 was $186.4 million, an increase of $14.2 million, or 8.3%, from $172.2 million in 2022. The increase was due to an increase in the yield on investment securities while the total average balance decreased $615.6 million. The yield on investment securities increased 34 basis points during 2023, to 2.4%. The improvement in the yield was due the maturities, calls and sales of lower yielding securities. |
At December 31, 2023, we had 1,232 investment securities (including both available for sale and held to maturity) in an unrealized loss position, which totaled $1.2 billion, compares to 1,311 investment securities in an unrealized loss position, which totaled $1.3 billion at December 31, 2022. See Note 1—Summary of Significant Accounting Policies and Note 3—Investment Securities in the consolidated financial statements for additional information.
Management evaluates securities for impairment where there has been a decline in fair value below the amortized cost basis of a security to determine whether there is a credit loss associated with the decline in fair value on at least a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. For securities designated as held for sale, credit losses are calculated individually, rather than collectively, using a discounted cash flow method, whereby management compares the present value of expected cash flows with the amortized cost basis of the security. The credit loss component would be recognized through the provision for credit losses. Consideration is given to (1) the financial condition and near-term prospects of the issuer including looking at default and delinquency rates, (2) the outlook for receiving the contractual cash flows of the investments, (3) the extent to which the fair value has been less than cost, (4) our intent to hold the security as well as there being no requirement to sell the security, (5) the anticipated outlook for changes in the general level of interest rates, (6) credit ratings, (7) third-party guarantees, and (8) collateral values. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, the results of reviews of the issuer’s financial condition, and the issuer’s anticipated ability to pay the contractual cash flows of the investments. The Company performed an analysis that determined that the following securities have a zero expected credit loss: U.S. Treasury Securities, Agency-Backed Securities including securities issued by Ginnie Mae, Fannie Mae, FHLB, FFCB and SBA. All of the U.S. Treasury and Agency-Backed Securities have the full faith and credit backing of the United States Government or one of its agencies. Municipal securities and all other securities that do not have a zero expected credit loss are evaluated quarterly to determine whether there is a credit loss associated with a decline in fair value. All debt securities in an unrealized loss position as of December 31, 2023 continue to perform as scheduled and we do not believe there is a credit loss or a provision for credit losses is necessary. Also, as part of our evaluation of our intent and ability to hold investments, we consider our investment strategy, cash flow needs, liquidity position, capital adequacy and interest rate risk position. We do not currently intend to sell the securities within the portfolio and it is not more-likely-than-not that we will be required to sell the debt securities.
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Also, as part of our evaluation of our intent and ability to hold investments for a period of time sufficient to allow for any anticipated recovery in the market, we consider our investment strategy, cash flow needs, liquidity position, capital adequacy and interest rate risk position. We do not currently intend to sell the securities within the portfolio and it is not more-likely-than-not that we will be required to sell the debt securities. Changes in the above considerations may affect our intent in the future. See Note 1—Summary of Significant Account Policies for further discussion.
Other Investments
Other investment securities include primarily our investments in FHLB and FRB stock with no readily determinable market value. Accordingly, when evaluating these securities for impairment, management considers the ultimate recoverability of the par value rather than recognizing temporary declines in value. As of December 31, 2023, other investment securities represented approximately $192.0 million, or 0.43% of total assets and primarily consisted of FRB and FHLB stock, which totaled $150.3 million and $22.8 million, respectively. There were no gains or losses on the sales of these securities during 2023 or 2022.
Table 7—Maturity Distribution and Yields of Investment Securities
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Due In | | Due After | | Due After | | Due After | | | | | | |||||||||||||
| | | 1 Year or Less | | 1 Thru 5 Years | | 5 Thru 10 Years | | 10 Years | | Total | ||||||||||||||||
| (Dollars in thousands) | Amount | Yield | Amount | Yield | Amount | Yield | Amount | Yield | Amount | Yield | ||||||||||||||||
| Held to Maturity (amortized cost) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| U.S. Government agencies | | $ | 50,000 | | 2.05 | % | $ | 14,365 | | 2.32 | | $ | 132,902 | | 1.73 | % | $ | — | | — | % | $ | 197,267 | | 1.86 | % |
| Residential mortgage-backed securities issued by U.S. government | | | | | | | | | | | | | | | | | | | | | | | | | | |
| agencies or sponsored enterprises | | | — | | — | | | — | | — | | | 176,988 | | 1.98 | | | 1,261,114 | | 1.80 | | | 1,438,102 | | 1.82 | |
| Residential collateralized mortgage-obligations issued by U.S. government | | | | | | | | | | | | | | | | | | | | | | | | | | |
| agencies or sponsored enterprises | | | — | | — | | | — | | — | | | — | | — | | | 444,883 | | 2.50 | | | 444,883 | | 2.50 | |
| Commercial mortgage-backed securities issued by U.S. government | | | | | | | | | | | | | | | | | | | | | | | | | | |
| agencies or sponsored enterprises | | | — | | — | | | 36,590 | | 0.94 | | | 170,916 | | 1.49 | | | 146,549 | | 1.58 | | | 354,055 | | 1.47 | |
| Small Business Administration loan-backed securities | | | — | | — | | | — | | — | | | — | | — | | | 53,133 | | 1.25 | | | 53,133 | 1.25 | | |
| Total held to maturity | | $ | 50,000 | | 2.05 | % | $ | 50,955 | | 1.33 | % | $ | 480,806 | | 1.74 | % | $ | 1,905,679 | | 1.93 | % | $ | 2,487,440 | 1.88 | % | |
| Available for Sale (fair value) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| U.S. Government treasuries | | $ | 73,890 | | 1.84 | % | $ | — | | — | % | $ | — | | — | % | $ | — | | — | % | $ | 73,890 | | 1.84 | % |
| U.S. Government agencies | | | 75,939 | | 2.82 | | | 48,525 | | 2.35 | | | 100,242 | | 1.68 | | | — | | — | | | 224,706 | 2.17 | | |
| Residential mortgage-backed securities issued by U.S. government | | | | | | | | | | | | | | | | | | | | | | | | | | |
| agencies or sponsored enterprises | | | — | | — | | | 2,202 | | 2.33 | | | 154,985 | | 2.39 | | | 1,401,119 | | 1.97 | | | 1,558,306 | | 2.00 | |
| Residential collateralized mortgage-obligations issued by U.S. government | | | | | | | | | | | | | | | | | | | | | | | | | | |
| agencies or sponsored enterprises | | | — | | — | | | 7,713 | | 2.54 | | | 12,093 | | 2.28 | | | 507,616 | | 2.19 | | | 527,422 | | 2.19 | |
| Commercial mortgage-backed securities issued by U.S. government | | | | | | | | | | | | | | | | | | | | | | | | | | |
| agencies or sponsored enterprises | | | 81 | | 5.91 | | | 145,454 | | 2.89 | | | 630,308 | | 1.99 | | | 248,327 | | 1.78 | | | 1,024,170 | | 2.05 | |
| State and municipal obligations | | 2,006 | | 3.65 | | 29,281 | | 3.32 | | 118,037 | | 2.56 | | 828,137 | | 2.64 | | 977,461 | 2.65 | | ||||||
| Small Business Administration loan-backed securities | | 4,343 | | 2.64 | | 21,413 | | 4.31 | | 123,899 | | 4.14 | | 222,031 | | 2.77 | | 371,686 | 3.29 | | ||||||
| Corporate securities | | — | | — | | 480 | | 8.29 | | 25,578 | | 3.96 | | 689 | | 4.50 | | 26,747 | 4.04 | | ||||||
| Total available for sale | | $ | 156,259 | | 2.36 | % | $ | 255,068 | | 2.95 | % | $ | 1,165,142 | | 2.35 | % | $ | 3,207,919 | | 2.21 | % | $ | 4,784,388 | | 2.28 | % |
| Total other investments | | $ | — | | — | % | $ | — | | — | % | $ | — | | — | % | $ | 192,043 | | 4.35 | % | $ | 192,043 | 4.35 | % | |
| Total investment securities | | $ | 206,259 | | 2.29 | % | $ | 306,023 | | 2.68 | % | $ | 1,645,948 | | 2.17 | % | $ | 5,305,641 | | 2.19 | % | $ | 7,463,871 | 2.20 | % | |
| Percent of total | | 3 | % | | | 4 | % | | | 22 | % | | | 71 | % | | | | | | | | ||||
| Cumulative percent of total | | 3 | % | | | 7 | % | | | 29 | % | | | 100 | % | | | | | | | |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (1) | The expected average life for U.S. Government agencies is 4.48 years; 5.58 years for held to maturity and 3.61 years for available for sale. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (2) | The expected average life for residential mortgage-backed securities issued by U.S. government agencies or sponsored enterprises is 7.40 years; 7.55 years for held to maturity and 7.28 years for available for sale. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (3) | The expected average life for residential collateralized mortgage-obligations securities issued by U.S. government agencies or sponsored enterprises is 7.72 years; 8.43 years for held to maturity and 7.21 years for available for sale. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (4) | The expected average life for commercial mortgage-backed securities issued by U.S. government agencies or sponsored enterprises is 5.70 years; 5.54 years for held to maturity and 5.75 years for available for sale. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (5) | Weighted average yields on tax-exempt income have been presented on a taxable-equivalent basis, assuming a federal tax rate of 21.00% and a state tax rate of 4.95%, which is net of federal tax benefit in the above table. These yields were calculated using coupon interest and adjusting for discount accretion and premium amortization, where applicable. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (6) | The expected average life for state and municipal obligations is 15.01 years. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (7) | The expected average life for Small Business Administration loan-backed securities is 6.08 years; 7.64 years for held to maturity and 5.88 years for available for sale. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (8) | The expected average life for corporate securities is 6.23 years. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (9) | The expected average life for US Treasuries is 0.36 years. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (10) | FRB, FHLB and other non-marketable equity securities have no set maturity date and are classified in “Due after 10 Years.” |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (11) | The expected average life for the total investment securities portfolio is 7.87 years (not including FRB, FHLB and corporate stock with no maturity date). |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (12) | The total values presented in the table above represent the total fair value of available for sale securities and amortized cost for held to maturity. |
Approximately 85.4% of the investment portfolio is comprised of U.S. Treasury securities, U.S. Government agency securities, and U.S. Government Agency Mortgage-backed securities. These securities may be pledged to the Federal Home Loan Bank of Atlanta or the Federal Reserve Bank of Atlanta Discount Window or Bank Term Funding Program. Approximately 14.2% of the investment portfolio is comprised of municipal securities. A portion of the municipal bond portfolio may be pledged to the Federal Home Loan Bank of Atlanta subject to their credit approval. Approximately 95% of the municipal bond portfolio has ratings in the Double A or Triple A category.
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During 2023, we sold approximately $125.3 million of municipal securities given advantageous market conditions. The primary rationale for the sale was to reduce municipal and portfolio duration/price risk at an opportune moment in fixed income markets. As of December 31, 2023, the portfolio had an effective duration of 5.74 years. We continue to monitor duration risk and seek to align actual duration with the target range.
The following table presents a summary of our investment portfolio duration for the periods presented:
Table 8—Investment Portfolio Duration
| | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| | | December 31, 2023 | | December 31, 2022 | | ||||||
| (Dollars in thousands, duration in years) | Amount | Duration | Amount | Duration | | ||||||
| Held to Maturity (amortized cost) | | | | | | | | | | | |
| U.S. Government agencies | | $ | 197,267 | | 5.03 | | $ | 197,262 | | 5.81 | |
| Residential mortgage-backed securities issued by U.S. government | | | | | | | | | | | |
| agencies or sponsored enterprises | | | 1,438,102 | | 6.40 | | | 1,591,646 | | 6.13 | |
| Residential collateralized mortgage-obligations issued by U.S. government | | | | | | | | | | | |
| agencies or sponsored enterprises | | | 444,883 | | 6.24 | | | 474,660 | | 6.52 | |
| Commercial mortgage-backed securities issued by U.S. government | | | | | | | | | | | |
| agencies or sponsored enterprises | | | 354,055 | | 4.06 | | | 362,586 | | 5.00 | |
| Small Business Administration loan-backed securities | | | 53,133 | | 6.95 | | | 57,087 | | 6.76 | |
| Total held to maturity | | $ | 2,487,440 | | 5.94 | | $ | 2,683,241 | | 6.04 | |
| Available for Sale (fair value) | | | | | | | | | | | |
| U.S. Treasuries | | $ | 73,890 | | 0.35 | | $ | 265,638 | | 0.87 | |
| U.S. Government agencies | | | 224,706 | | 3.41 | | | 219,088 | | 4.27 | |
| Residential mortgage-backed securities issued by U.S. government | | | | | | | | | | | |
| agencies or sponsored enterprises | | | 1,558,306 | | 6.12 | | | 1,698,353 | | 5.80 | |
| Residential collateralized mortgage-obligations issued by U.S. government | | | | | | | | | | | |
| agencies or sponsored enterprises | | | 527,422 | | 5.69 | | | 601,045 | | 5.95 | |
| Commercial mortgage-backed securities issued by U.S. government | | | | | | | | | | | |
| agencies or sponsored enterprises | | | 1,024,170 | | 3.73 | | | 1,000,398 | | 4.34 | |
| State and municipal obligations | | 977,461 | 8.62 | | 1,064,852 | | 8.74 | | |||
| Small Business Administration loan-backed securities | | 371,686 | | 3.81 | | 444,810 | | 3.55 | | ||
| Corporate securities | | 26,747 | | 2.45 | | 32,638 | | 2.94 | | ||
| Total available for sale | | $ | 4,784,388 | | 5.65 | | $ | 5,326,822 | | 5.66 | |
Loan Portfolio
Our loan portfolio remains our largest category of interest-earning assets. At December 31, 2023, total loans, excluding held for sale loans, were $32.4 billion, which was an overall increase of $2.2 billion, or 7.3%, from the balance at the end of 2022. Non-acquired loan growth was $3.7 billion, or 16.1% for 2023, driven by organic growth. The loan growth was made up of a 32.5% increase in consumer real estate loans, a 13.5% increase in non-owner occupied real estate loans (including construction and land development loans), a 9.2% increase in commercial owner occupied real estate loans, a 11.7% increase in commercial and industrial loans, a 5.5% increase in other income producing property and a 1.8% increase in consumer non real estate loans. Total acquired loans decreased by $1.5 billion, or 19.9% from the balance at the end of 2022. The decrease in acquired loans was due to paydowns and payoffs in both the PCD and Non-PCD loan categories along with renewals of acquired loans that were moved to our non-acquired loan portfolio.
Average total loans outstanding during 2023 were $31.4 billion, an increase of $3.9 billion, or 14.4%, over the 2022 average of $27.5 billion. (For further discussion of the Company’s acquired loan accounting, see Note 1—Summary of Significant Accounting Policies, Note 2—Mergers and Acquisitions, Note 4—Loans and Note 5—Allowance for Credit Losses in the consolidated financial statements.)
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The following table presents a summary of the loan portfolio by category (excludes loans held for sale):
Table 9—Distribution of Loans by Type
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | | December 31, | |||||
| (Dollars in thousands) | 2023 | 2022 | |||||
| Acquired loans: | | | | | | | |
| Acquired - non-purchased credit deteriorated loans: | | | | | | | |
| Non‑owner occupied real estate(1) | | $ | 1,866,809 | | $ | 2,250,428 | |
| Consumer real estate(2) | | 724,463 | | 902,271 | | ||
| Commercial owner occupied real estate | | 1,115,539 | | 1,332,942 | | ||
| Commercial and industrial | | 863,584 | | 1,128,280 | | ||
| Other income producing property | | 148,361 | | 195,265 | | ||
| Consumer | | 77,930 | | 133,679 | | ||
| Other | | | 227 | | | 227 | |
| Total acquired - non-purchased credit deteriorated loans | | | 4,796,913 | | | 5,943,092 | |
| Acquired - purchased credit deteriorated loans (PCD): | | | | | | | |
| Non‑owner occupied real estate(3) | | | 454,776 | | | 599,522 | |
| Consumer real estate(2) | | 197,162 | | 233,740 | | ||
| Commercial owner occupied real estate | | 349,755 | | 435,650 | | ||
| Commercial and industrial | | 39,951 | | 66,891 | | ||
| Other income producing property | | 35,358 | | 52,827 | | ||
| Consumer | | 31,811 | | 41,101 | | ||
| Total acquired ‑ purchased credit deteriorated loans (PCD) | | | 1,108,813 | | | 1,429,731 | |
| Total acquired loans | | | 5,905,726 | | | 7,372,823 | |
| Non-acquired loans: | | | | | | | |
| Non‑owner occupied real estate(4) | | | 9,173,563 | | | 8,083,369 | |
| Consumer real estate(2) | | 7,071,825 | | 5,339,199 | | ||
| Commercial owner occupied real estate | | 4,032,377 | | 3,691,601 | | ||
| Commercial and industrial | | 4,601,004 | | 4,118,312 | | ||
| Other income producing property | | 472,615 | | 448,150 | | ||
| Consumer | | 1,123,909 | | 1,103,646 | | ||
| Other loans | | 7,470 | | 20,762 | | ||
| Total non‑acquired loans | | | 26,482,763 | | | 22,805,039 | |
| Total loans (net of unearned income) | | $ | 32,388,489 | | $ | 30,177,862 | |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (1) | Includes $135.8 million and $258.5 million of construction and land development loans at December 31, 2023 and 2022, respectively. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (2) | Includes loans on both 1-4 family owner occupied property, as well as loans collateralized by 1-4 family owner occupied property with a business intent. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (3) | Includes $9.5 million and $46.5 million of construction and land development loans at December 31, 2023 and 2022, respectively. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (4) | Includes $2.8 billion and $2.6 billion of construction and land development loans at December 31, 2023 and 2022, respectively. |
The following highlights of our loan portfolio as of December 31, 2023 compared to December 31, 2022:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Non-acquired loans were $26.5 billion, or 81.8% of total loans of total loans at December 31, 2023. This compares to non-acquired loans of $22.8 billion, or 75.6% at December 31, 2022. The increase in non-acquired loans of $3.7 billion was due to organic growth and renewals of acquired loans that were moved to the non-acquired loan portfolio. Acquired loans were $5.9 billion, or 18.2% of total loans at December 31, 2023. This compares to acquired loans of $7.4 billion, or 24.4%, at December 31, 2022. The $1.5 billion decrease in acquired loans was due to principal payments, charge offs, foreclosures and renewals of acquired loans that were moved to our non-acquired loan portfolio. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Non-acquired loans secured by non-owner occupied and consumer real estate were $16.2 billion and comprised 50.2% of the total loan portfolio at December 31, 2023. This was an increase of $2.8 billion, or 21.0%, over December 31, 2022. At December 31, 2023, acquired loans secured by non-owner occupied and consumer real estate were $3.2 billion and comprised 10.0% of the total loan portfolio. This was a decrease of $742.8 million, or 18.6%, over December 31, 2022. Between both the non-acquired and acquired portfolios, 60.2% of loans were non-owner occupied and consumer real estate loans. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ◾ | Of the non-acquired real estate loans at December 31, 2023, $9.2 billion, or 28.3% of the loan portfolio were secured by non-owner occupied real estate. Loans secured by consumer real estate were $7.1 billion, or 21.8% of the total loan portfolio at December 31, 2023. This compared to loans secured by non-owner occupied real estate of $8.1 billion, or 26.8%, and loans secured by consumer real estate of $5.3 billion, or 17.7% of the loan portfolio at December 31, 2022. |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ◾ | Of the acquired real estate loans, $2.3 billion, or 7.2% of the loan portfolio were secured by non-owner occupied real estate at December 31, 2023. Loans secured by consumer real estate were $921.6 million, or 2.8% of the loan portfolio. This compared to acquired loans secured by non-owner occupied real estate of $2.8 billion, or 9.4%, and loans secured by consumer real estate of $1.1 billion, or 3.8% of the loan portfolio at December 31, 2022. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Included within loans secured by non-owner occupied real estate noted above are construction and land development loans. Total construction and land development loans were $2.9 billion at December 31, 2023 compared to $2.9 billion at December 31, 2022. Construction and land development loans are more susceptible to a risk of loss during a downturn in the business cycle. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ◾ | Non-acquired construction and land development loans increased $222.8 million to $2.8 billion in 2023 from $2.6 billion at December 31, 2022. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ◾ | Acquired construction and land development loans declined $159.6 million to $145.3 million in 2023 from $304.9 million at December 31, 2022. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Total consumer real estate loans were comprised of $6.6 billion in consumer owner occupied loans and $1.4 billion in home equity line loans at December 31, 2023. This compares to $5.2 billion in consumer owner occupied loans and $1.3 billion in home equity lines loans at December 31, 2022. During 2023, the consumer real estate loan portfolio increased by $1.5 billion from December 31, 2022 through organic growth. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ◾ | Non-acquired loans secured by consumer real estate were comprised of $5.9 billion in consumer owner occupied loans and $1.1 billion in home equity loans at December 31, 2023. At December 31, 2022, we had $4.4 billion in consumer owner occupied loans and $958.2 million in home equity loans in the non-acquired loan portfolio. The Company made the decision to hold more 1-4 family mortgage production in its portfolio in 2023 rather than sell the loans into the secondary market. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ◾ | Acquired loans secured by consumer real estate are comprised of $666.6 million in consumer owner occupied loans and $255.0 million in home equity loans at December 31, 2023. At December 31, 2022, we had $781.0 million in consumer owner occupied loans and $355.0 million in home equity loans in the acquired loan portfolio. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Non-acquired and acquired commercial owner-occupied real estate loans were $4.0 billion, or 12.5%, and $1.5 billion, or 4.5%, respectively, of the total loan portfolio at December 31, 2023 compared to $3.7 billion, or 12.2%, and $1.8 billion, or 5.9%, respectively, of the loan portfolio at December 31, 2022. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ◾ | Non-acquired commercial owner-occupied real estate loans increased $340.8 million through organic growth and renewals of acquired loans. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ◾ | Acquired commercial owner-occupied real estate loans decreased $303.3 million due to principal payments, charge offs, foreclosures and renewals of acquired loans that were moved to our non-acquired loan portfolio from December 31, 2022 compared to December 31, 2023. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Non-acquired and acquired commercial and industrial loans were $4.6 billion, or 14.2%, and $903.5 million, or 2.8%, respectively, of the total loan portfolio at December 31, 2023 compared to $4.1 billion, or 13.6%, and $1.2 billion, or 4.0%, respectively, of the loan portfolio at December 31, 2022. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ◾ | Non-acquired commercial and industrial loans increased $482.7 million from December 31, 2022 compared to December 31, 2023. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ◾ | Acquired commercial and industrial loans decreased $291.6 million from December 31, 2022 compared to December 31, 2023. |
Total loan interest income, including interest income on held for sale loans, was $1.7 billion in 2023, an increase of $538.4 million, or 45.7%, compared to $1.2 billion in 2022. This increase was mainly due to a 126-basis point increase in the yield on the non-acquired portfolio and a 125-basis point increase in the yield on the acquired portfolio. The yield on the non-acquired loan portfolio increased from 4.03% in 2022 to 5.29% in 2023 and the yield on the acquired loan portfolio increased from 4.85% in 2022 to 6.10% in 2023. The increase in the yields on the non-acquired loan portfolio and the acquired loan portfolio was due to the rise in interest rates starting in March 2022. The effects on interest income from the overall increase in the yields on loans was enhanced by a $5.7 billion increase in the average balance of our non-acquired loan portfolio, offset by a $1.8 billion decrease in the average balance of our acquired loan portfolio. The growth in the non-acquired loan portfolio average balance was due to normal organic growth and renewals of acquired loans. The decline in the acquired loan portfolio was due to paydowns and payoffs, along with renewals of acquired loans that were moved to our non-acquired loan portfolio.
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The table below shows the contractual maturity of the non-acquired loan portfolio at December 31, 2023.
Table 10—Maturity Distribution of Non-acquired Loans
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2023 | | | 1 Year | Maturity | Maturity | | Over | |||||||||
| (Dollars in thousands) | | Total | | or Less | | 1 to 5 Years | | 5 to 15 Years | | 15 Years | ||||||
| Non‑owner occupied real estate | | $ | 9,173,563 | | $ | 766,968 | | $ | 4,219,615 | | $ | 3,510,378 | | $ | 676,602 | |
| Consumer real estate | | 7,071,825 | | 54,432 | | 211,521 | | 1,060,848 | | 5,745,024 | | |||||
| Commercial owner occupied real estate | | 4,032,377 | | 186,278 | | 1,231,568 | | 2,489,662 | | 124,869 | | |||||
| Commercial and industrial | | 4,601,004 | | 861,950 | | 1,750,331 | | 1,278,066 | | 710,657 | | |||||
| Other income producing property | | 472,615 | | 37,527 | | 271,071 | | 87,278 | | 76,739 | | |||||
| Consumer | | 1,123,909 | | 99,672 | | 438,458 | | 318,843 | | 266,936 | | |||||
| Other loans | | 7,470 | | 7,470 | | — | | — | | — | | |||||
| Total non‑acquired loans | | $ | 26,482,763 | | $ | 2,014,297 | | $ | 8,122,564 | | $ | 8,745,075 | | $ | 7,600,827 | |
Table 11—Non-Acquired Loans Due After One Year - Fixed or Floating
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| December 31, 2023 | | | | | | ||
| (Dollars in thousands) | | Fixed Rate | | Variable Rate | | ||
| Non‑owner occupied real estate | | $ | 3,253,783 | | $ | 5,152,812 | |
| Consumer real estate | | 2,956,223 | | 4,061,170 | | ||
| Commercial owner occupied real estate | | 2,515,847 | | 1,330,252 | | ||
| Commercial and industrial | | 2,578,811 | | 1,160,243 | | ||
| Other income producing property | | 295,826 | | 139,262 | | ||
| Consumer | | 1,003,747 | | 20,490 | | ||
| Total non‑acquired loans | | $ | 12,604,237 | | $ | 11,864,229 | |
The table below shows the contractual maturity of the acquired non-purchased credit deteriorated loan portfolio at December 31, 2023.
Table 12—Maturity Distribution of Acquired Non-purchased Credit Deteriorated Loans
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2023 | | | 1 Year | Maturity | Maturity | | Over | |||||||||
| (Dollars in thousands) | | Total | | or Less | | 1 to 5 Years | | 5 to 15 Years | | 15 Years | ||||||
| Non‑owner occupied real estate | | $ | 1,866,809 | | $ | 317,109 | | $ | 812,197 | | $ | 674,463 | | $ | 63,040 | |
| Consumer real estate | | 724,463 | | 23,138 | | 133,855 | | 181,107 | | 386,363 | | |||||
| Commercial owner occupied real estate | | 1,115,539 | | 71,078 | | 412,292 | | 542,635 | | 89,534 | | |||||
| Commercial and industrial | | 863,584 | | 108,755 | | 378,573 | | 259,861 | | 116,395 | | |||||
| Other income producing property | | 148,361 | | 16,015 | | 49,909 | | 54,791 | | 27,646 | | |||||
| Consumer | | 77,930 | | 6,811 | | 14,306 | | 48,728 | | 8,085 | | |||||
| Other | | | 227 | | | 227 | | | — | | — | | | — | | |
| Total acquired - non-purchased credit deteriorated loans | | $ | 4,796,913 | | $ | 543,133 | | $ | 1,801,132 | | $ | 1,761,585 | | $ | 691,063 | |
Table 13— Acquired Non-PCD Loans Due After One Year - Fixed or Floating
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| December 31, 2023 | | | | | | ||
| (Dollars in thousands) | | Fixed Rate | | Variable Rate | | ||
| Non‑owner occupied real estate | | $ | 479,469 | | $ | 1,070,231 | |
| Consumer real estate | | 219,344 | | 481,981 | | ||
| Commercial owner occupied real estate | | 410,169 | | 634,292 | | ||
| Commercial and industrial | | 455,250 | | 299,579 | | ||
| Other income producing property | | 39,578 | | 92,768 | | ||
| Consumer | | 67,818 | | 3,301 | | ||
| Total acquired - non-purchased credit deteriorated loans | | $ | 1,671,628 | | $ | 2,582,152 | |
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The table below shows the contractual maturity of the acquired purchased credit deteriorated loan portfolio at December 31, 2023.
Table 14—Maturity Distribution of Acquired Purchased Credit Deteriorated Loans
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2023 | | | 1 Year | Maturity | Maturity | | Over | |||||||||
| (Dollars in thousands) | | Total | | or Less | | 1 to 5 Years | | 5 to 15 Years | | 15 Years | ||||||
| Non‑owner occupied real estate | | $ | 454,776 | | $ | 40,844 | | $ | 168,802 | | $ | 218,923 | | $ | 26,207 | |
| Consumer real estate | | 197,162 | | 7,016 | | 26,838 | | 44,086 | | 119,222 | | |||||
| Commercial owner occupied real estate | | 349,755 | | 32,249 | | 135,100 | | 155,546 | | 26,860 | | |||||
| Commercial and industrial | | 39,951 | | 9,675 | | 14,867 | | 12,707 | | 2,702 | | |||||
| Other income producing property | | 35,358 | | 5,654 | | 6,099 | | 15,991 | | 7,614 | | |||||
| Consumer | | 31,811 | | 625 | | 5,879 | | 24,823 | | 484 | | |||||
| Total acquired ‑ purchased credit deteriorated loans (PCD) | | $ | 1,108,813 | | $ | 96,063 | | $ | 357,585 | | $ | 472,076 | | $ | 183,089 | |
Table 15— Acquired PCD Loans Due After One Year - Fixed or Floating
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| December 31, 2023 | | | | | | ||
| (Dollars in thousands) | | Fixed Rate | | Variable Rate | | ||
| Non‑owner occupied real estate | | $ | 72,137 | | $ | 341,795 | |
| Consumer real estate | | 87,042 | | 103,104 | | ||
| Commercial owner occupied real estate | | 135,430 | | 182,076 | | ||
| Commercial and industrial | | 20,239 | | 10,037 | | ||
| Other income producing property | | 7,584 | | 22,120 | | ||
| Consumer | | 31,170 | | 16 | | ||
| Total acquired ‑ purchased credit deteriorated loans (PCD) | | $ | 353,602 | | $ | 659,148 | |
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Nonperforming Assets (“NPAs”)
The level of risk elements in the loan portfolio, OREO and other nonperforming assets for the past two years is shown below:
Table 16—Nonperforming Assets
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| | | | December 31, | |||||
| (Dollars in thousands) | | 2023 | 2022 | |||||
| Non-acquired: | | | | | | | | |
| Nonaccrual loans | | | $ | 110,467 | | $ | 40,517 | |
| Accruing loans past due 90 days or more | | | 11,305 | | 2,358 | | ||
| Restructured loans – nonaccrual | | | — | | 4,154 | | ||
| Total non-acquired nonperforming loans | | | 121,772 | | 47,029 | | ||
| Other real estate owned (“OREO”) (1) (2) | | | 228 | | 141 | | ||
| Other nonperforming assets (3) | | | 483 | | 104 | | ||
| Total OREO and other nonperforming assets excluding acquired assets | | | 711 | | 245 | | ||
| Total nonperforming assets excluding acquired assets | | | 122,483 | | 47,274 | | ||
| Acquired: | | | | | | | | |
| Nonaccrual loans (4) | | | 58,916 | | 55,808 | | ||
| Accruing loans past due 90 days or more | | | 1,174 | | 1,992 | | ||
| Restructured loans – nonaccrual | | | | 839 | | | 3,746 | |
| Total acquired nonperforming loans | | | 60,929 | | 61,546 | | ||
| Acquired OREO and other nonperforming assets: | | | | | | | | |
| Acquired OREO (1) (5) | | | 609 | | 882 | | ||
| Other acquired nonperforming assets (3) | | | 103 | | 40 | | ||
| Total acquired OREO and other nonperforming assets | | | 712 | | 922 | | ||
| Total acquired nonperforming assets | | | 61,641 | | 62,468 | | ||
| Total nonperforming assets | | | $ | 184,124 | | $ | 109,742 | |
| Excluding acquired assets: | | | | | | | | |
| Total nonperforming assets as a percentage of total loans and repossessed assets (6) | | | 0.46 | % | 0.21 | % | ||
| Total nonperforming assets as a percentage of total assets (7) | | | 0.27 | % | 0.11 | % | ||
| Nonperforming loans as a percentage of period end loans (6) | | | 0.46 | % | 0.21 | % | ||
| Including acquired assets: | | | | | | | | |
| Total nonperforming assets as a percentage of total loans and repossessed assets (6) | | | 0.57 | % | 0.36 | % | ||
| Total nonperforming assets as a percentage of total assets (7) | | | 0.41 | % | 0.25 | % | ||
| Nonperforming loans as a percentage of period end loans (6) | | | 0.56 | % | 0.36 | % |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (1) | Consists of real estate acquired as a result of foreclosure. Excludes certain property no longer intended for bank use. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (2) | Excludes non-acquired bank premises held for sale of $9.0 million and $14.3 million as of December 31, 2023 and 2022, respectively, that is now separately disclosed on the balance sheet. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (3) | Consists of non-real estate foreclosed assets, such as repossessed vehicles. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (4) | Includes nonaccrual loans that are purchase credit deteriorated (PCD loans). |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (5) | Excludes acquired bank premises held for sale of $3.4 million as of December 31, 2023 and 2022, that is now separately disclosed on the balance sheet. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (6) | Loan data excludes mortgage loans held for sale. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (7) | For purposes of this calculation, total assets include all assets (both acquired and non-acquired). |
Total non-acquired nonperforming loans were $121.8 million, or 0.46% of total non-acquired loans, an increase of approximately $74.7 million, or 158.9%, from December 31, 2022. The increase in nonperforming loans was driven primarily by an increase in commercial nonaccrual loans of $59.0 million, an increase in consumer nonaccrual loans of $10.9 million and an increase in accruing loans past due 90 days or more of $8.9 million, offset by a decrease in restructured nonaccrual loans of $4.1 million. The increase in commercial nonaccrual loans from December 31, 2022, was primarily due to three commercial and industrial relationships totaling $41.4 million, six commercial owner-occupied loans totaling $9.8 million, and three commercial non owner occupied loans totaling $4.2 million. The increase in accruing loans past due 90 days or more are deemed to be low risk and greater than 70% of these loans have been brought current since the year-end 2023. Acquired nonperforming loans were $60.9 million, or 1.03% of total acquired loans, a decrease of $617,000, or 1.0% from December 31, 2022. The decrease in acquired nonperforming loans was mainly driven by a decrease in consumer nonaccrual loans of $3.3 million, a decrease in restructured loans of $2.9 million and a decrease in accruing loans past due 90 days or more of $818,000, offset by an increase in commercial nonaccrual loans of $6.4 million.
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The top ten nonaccrual loans at December 31, 2023 totaled $61.3 million and consisted of four loans located in South Carolina, two in North Carolina, three in Georgia, and one in Florida. These loans comprise 36.0% of total nonaccrual loans at December 31, 2023, with around 50% being real estate collateral dependent and the other 50% being non real estate. We currently hold a specific reserve against one of these ten loans, totaling $6.9 million. The remaining nine loans do not carry a specific reserve due to carrying balances being below current collateral values.
The decline in restructured nonaccrual loans over both the nonacquired and acquired loan portfolios was due to the adoption of ASU 2022-02 effective January 1, 2023, which extinguishes the former troubled debt restructuring (TDR) guidance and issues new requirements for determining modified loans to borrowers experiencing financial difficulty. As of December 31, 2023, the Bank had a total of $12.1 million loans to borrowers experiencing financial difficulty. Of the $12.1 million, $9.9 million loans were current and $2.2 million loans were 30 to 89 days past due.
Allowance for Credit Losses (“ACL”) on Loans and Certain Off-Balance-Sheet Credit Exposure
As stated previously, the ACL reflects management’s estimate of the portion of the amortized cost of loans and unfunded commitments that it does not expect to collect. The Company records loans charged off against the ACL and subsequent recoveries, if any, increase the ACL when they are recognized.
Management considers forward-looking information in estimating expected credit losses. The Company subscribes to a third-party service which provides a quarterly macroeconomic baseline outlook and alternative scenarios for the United States economy. The baseline, along with the evaluation of alternative scenarios, is used by management to determine the best estimate within the range of expected credit losses. Management evaluates the appropriateness of the reasonable and supportable forecast scenarios and takes into consideration the scenarios in relation to actual economic and other data, such as gross domestic product growth, monetary and fiscal policy, inflation, supply chain issues and global events like the Russian/Ukraine conflict, as well as the volatility and magnitude of changes within those scenarios quarter over quarter, and consideration of conditions within the Bank’s operating environment and geographic area. Additional forecast scenarios may be weighted along with the baseline forecast to arrive at the final reserve estimate. While periods of relative economic stability should generally lead to stability in forecast scenarios and weightings to estimate credit losses, periods of instability can likewise require management to adjust the selection of scenarios and weightings, in accordance with the accounting standards. For the contractual term that extends beyond the reasonable and supportable forecast period, the Company reverts to the long term mean of historical factors within four quarters using a straight-line approach. The Company generally uses a four-quarter forecast and a four-quarter reversion period.
In spite of the rapid interest rate hikes experienced cycle-to-date, the U.S. has thus far avoided a recession, although an inverted yield curve such as observed in the current interest rate environment often portends a coming recession. Management continues to use a blended forecast scenario of the baseline, upside, and more severe scenario, depending on the circumstances and economic outlook As of December 31, 2023, management selected a baseline weighting of 60%, a 20% weighting for an upside scenario and a 20% weighting for the more severe scenario compared to a baseline weighting of 75% and the more severe scenario of 25% at the end of the fourth quarter of 2022. While the December Federal Open Market Committee Meeting brought some clarity around the path of interest rates and condition of the economy, the scenario weightings reflect continued recognition of downside risks in the economic forecast from persistent levels of inflation, rising interest rates, and tightening credit conditions conducive of a mild recession. While employment figures still showed resilience and actual loan losses remain at low levels, continued downward shifts in the forecasted commercial real estate price index elevated modeled expected losses for the Commercial Real Estate and Commercial Construction and Land Development, which excludes Residential Construction, loan segments. As a result of the continued pressures in the market and tightening credit conditions, the Company recorded provision for credit losses of $114.1 million and net charge-offs of $24.9 million during 2023.
As disclosed previously, the longstanding TDR accounting rules were replaced with ASU No. 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. The Company adopted the retirement of TDR guidance, effective January 1, 2023. Please see Note 1 — Summary of Significant Accounting Policies in this Form 10-K for further detailed descriptions of how we determine expected losses from modifications of receivables to borrowers experiencing financial difficulty.
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Atlantic Capital was acquired and merged with and into the Bank on March 1, 2022, requiring that a closing date ACL be prepared for Atlantic Capital on a standalone basis and that the acquired portfolio be included in the Bank’s first quarter ACL. Atlantic Capital’s loans represented approximately 8% of the total Bank’s portfolio at March 31, 2022. Given the relative size and complexity of the acquired portfolio, similarities of the loan characteristics, and similar loss history to the existing portfolio, reserve calculations were performed using the Bank's existing CECL model, loan segmentation, and forecast weighting as the first quarter end reserve. As a result of the merger with Atlantic Capital on March 1, 2022, the Company identified approximately $137.9 million of loans as PCD. The acquisition date ACL totaled $27.5 million, consisting of a non-PCD pooled reserve of $13.7 million, PCD pooled reserve of $5.7 million, and PCD individually evaluated reserve of $8.1 million. It represented about 8% of the combined Bank’s ACL reserve at March 31, 2022. The acquisition date reserve for unfunded commitments totaled $3.4 million, or 11% of the combined Bank’s total at March 31, 2022.
The Company has a variety of assets that have a component that qualifies as an off-balance sheet exposure. These primarily include undrawn portions of revolving lines of credit and standby letters of credit. The expected losses associated with these exposures within the unfunded portion of the expected credit loss will be recorded as a liability on the balance sheet. Management has determined that a majority of the Company’s off-balance-sheet credit exposures are not unconditionally cancellable. Management completes funding studies based on historical data to estimate the percentage of unfunded loan commitments that will ultimately be funded to calculate the reserve for unfunded commitments. Management applies this funding rate, along with the loss factor rate determined for each pooled loan segment, to unfunded loan commitments, excluding unconditionally cancellable exposures and letters of credit, to arrive at the reserve for unfunded loan commitments. As of December 31, 2023 and 2022, the liabilities recorded for expected credit losses on unfunded commitments were $56.3 million and $67.2 million, respectively. The current adjustment to the ACL for unfunded commitments is recognized through the Provision (Recovery) for Credit Losses in the Consolidated Statements of Income.
As of December 31, 2023, the balance of the ACL was $456.6 million, or 1.41%, of total loans. For the year ended December 31, 2023, the ACL increased $100.1 million from the balance of $356.4 million at December 31, 2022. The increase in ACL of $100.1 million included $125.0 million of provision for credit losses, and $24.9 million in net charge-offs. For both the three and twelve months ended December 31, 2023, the Company recorded provision for credit losses due to loan growth and current forecasts applied to our modeling to adequately capture growing economic recessionary risks. As of December 31, 2022, the balance of the ACL was $356.4 million or 1.18% of total loans. For the year ended December 31, 2022, the ACL increased $54.6 million from the balance of $301.8 million at December 31, 2021. The increase in ACL of $54.6 million was due a provision for credit losses of $45.2 million, $13.7 million due to the initial allowance for PCD loans acquired in the Atlantic Capital acquisition, along with net charge-offs of $4.3 million in 2022. For both the three and twelve months ended December 31, 2022, the Company recorded provision for credit losses due to loan growth and current forecasts applied to our modeling to adequately capture growing economic recessionary risks.
At December 31, 2023, the Company had a reserve on unfunded commitments of $56.3 million, which was recorded as a liability on the Consolidated Balance Sheet, compared to $67.2 million at December 31, 2022. During the three and twelve months ended December 31, 2023, the Company recorded a release in the reserve for unfunded commitments of $6.0 million and $10.9 million, respectively. For the prior comparative period, the Company recorded a provision for credit losses on unfunded commitments of $14.2 million and $36.7 million, respectively. The provision of $36.7 million recorded in 2022 includes the initial provision for credit losses for unfunded commitments acquired from Atlantic Capital, which the Company recorded during the first quarter of 2022. The provision for credit losses for unfunded commitments is based on the growth in unfunded loan commitments, production mix, and current forecast scenarios applied to our modeling to adequately capture growing economic recessionary risks. This amount was recorded in Provision (Recovery) for Credit Losses on the Consolidated Statements of Income. The Company did not have an allowance for credit losses or record a provision for credit losses on investment securities or other financials asset during 2023.
The ACL provides 2.50 times coverage of nonperforming loans at December 31, 2023. Net charge offs to total average loans during the year ended December 31, 2023 were 0.08%, compared to 0.02% during the year ended December 31, 2022. ACL, including reserve for unfunded commitments, as a percentage of loans were 1.58% and 1.40%, respectively, as of December 31, 2023 and 2022.
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The following table provides the allocation, by segment, for expected credit losses for the year ended December 31, 2023. While non-owner occupied CRE is the largest segment of our loan portfolio, the risk profile of the non-owner occupied CRE portfolio remains low and stable. We have a granular loan portfolio where the average loan size of the non-owner occupied CRE portfolio is less than $5 million. The weighted average loan to value for the non-owner occupied CRE portfolio was less than 60% as of December 31, 2023. Loans for the commercial office space, which are included in the non-owner occupied CRE portfolio, represent approximately 4% of the total outstanding portfolio with an average loan size of less than $2 million as of December 31, 2023. Over 95% of these office spaces are located in the Company’s southeast footprint, of which approximately 91% mature in 2025 or later.
Table 17—Allocation of the Allowance by Segment
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | December 31, 2023 | | December 31, 2022 | | ||||||
| (Dollars in thousands) | Amount | %* | Amount | %* | ||||||||
| Residential Mortgage Senior | | | $ | 78,052 | 21.8 | % | $ | 72,188 | 18.8 | % | ||
| Residential Mortgage Junior | | | 745 | 0.0 | % | 405 | 0.0 | % | ||||
| Revolving Mortgage | | | 10,942 | 4.6 | % | 14,886 | 4.6 | % | ||||
| Residential Construction | | | 5,024 | 2.1 | % | 8,974 | 2.9 | % | ||||
| Other Construction and Development | | | 65,772 | 6.8 | % | 45,410 | 6.5 | % | ||||
| Consumer | | | 23,331 | 3.8 | % | 22,767 | 4.2 | % | ||||
| Multifamily | | | | 13,766 | | 2.7 | % | | 3,684 | | 2.4 | % |
| Municipal | | | | 900 | | 2.3 | % | | 849 | | 2.4 | % |
| Owner Occupied Commercial Real Estate | | | | 71,580 | | 16.9 | % | | 58,083 | | 18.1 | % |
| Non-Owner Occupied Commercial Real Estate | | | | 137,055 | | 23.8 | % | | 78,485 | | 24.5 | % |
| Commercial and Industrial | | | 49,406 | 15.1 | % | 50,713 | 15.7 | % | ||||
| Total | | $ | 456,573 | 100.0 | % | $ | 356,444 | 100.0 | % |
* Loan balance in each category expressed as a percentage of total loans excluding PPP loans.
The following table presents a summary of net charge off ratios by loan segment, for the year ended December 31, 2023 and 2022:
Table 18—Disaggregated Net Recovery (Charge Off) Ratio by Segment
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Year Ended | ||||||||||||||||
| | | December 31, 2023 | | December 31, 2022 | ||||||||||||||
| (Dollars in thousands) | | Net Recovery (Charge Off) | | Average Balance | | Net Recovery (Charge Off) Ratio | Net Recovery (Charge Off) | | Average Balance | | Net Recovery (Charge Off) Ratio | |||||||
| Residential Mortgage Senior | | $ | 735 | | $ | 6,399,401 | | 0.01 | % | | $ | 1,036 | | $ | 4,792,864 | | 0.02 | % |
| Residential Mortgage Junior | | 108 | | 12,142 | | 0.89 | % | | 212 | | 13,835 | | 1.53 | % | ||||
| Revolving Mortgage | | 1,073 | | 1,422,717 | | 0.08 | % | | 3,536 | | 1,294,044 | | 0.27 | % | ||||
| Residential Construction | | 128 | | 823,952 | | 0.02 | % | | (13) | | 756,730 | | (0.00) | % | ||||
| Other Construction and Development | | 462 | | 1,981,715 | | 0.02 | % | | 1,100 | | 1,669,834 | | 0.07 | % | ||||
| Consumer | | (9,795) | | 1,253,419 | | (0.78) | % | | (7,788) | | 1,151,578 | | (0.68) | % | ||||
| Multifamily | | | 41 | | | 857,100 | | 0.00 | % | | | — | | | 588,305 | | — | % |
| Municipal | | | — | | | 733,406 | | — | % | | | — | | | 685,538 | | — | % |
| Owner Occupied Commercial Real Estate | | | 812 | | | 5,531,908 | | 0.01 | % | | | (649) | | | 5,330,711 | | (0.01) | % |
| Non-Owner Occupied Commercial Real Estate | | | 658 | | | 7,608,018 | | 0.01 | % | | | 213 | | | 6,998,540 | | 0.00 | % |
| Commercial and Industrial | | (19,088) | | 4,779,513 | | (0.40) | % | | (1,920) | | 4,174,155 | | (0.05) | % | ||||
| Total | | $ | (24,866) | | $ | 31,403,291 | | (0.08) | % | $ | (4,273) | | $ | 27,456,134 | | (0.02) | % |
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The following table presents a summary of the changes in the ACL, for the years ended December 31, 2023, 2022 and 2021:
Table 19—Summary of the Changes in ACL
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, | ||||||||||||||||||||||||||
| | | 2023 | | 2022 | | 2021 | ||||||||||||||||||||||
| | | Non-PCD | | PCD | | | | Non-PCD | | PCD | | | | Non-PCD | | PCD | | | ||||||||||
| (Dollars in thousands) | | Loans | | Loans | | Total | | Loans | | Loans | | Total | | Loans | | Loans | | Total | ||||||||||
| Allowance for credit losses at January 1 | $ | 309,606 | | $ | 46,838 | | $ | 356,444 | | $ | 225,227 | | $ | 76,580 | | $ | 301,807 | | $ | 315,470 | | $ | 141,839 | | $ | 457,309 | | |
| ACL - PCD loans for ACBI merger | — | | | — | | — | | — | | | 13,758 | | 13,758 | | — | | | — | | — | | |||||||
| Loans charged-off | (39,077) | | | (1,571) | | (40,648) | | (17,332) | | | (6,114) | | (23,446) | | (14,391) | | | (2,508) | | (16,899) | | |||||||
| Recoveries of loans previously charged off | 9,987 | | | 5,795 | | 15,782 | | 12,140 | | | 7,033 | | 19,173 | | 7,778 | | | 6,022 | | 13,800 | | |||||||
| Net (charge-offs) recoveries | (29,090) | | | 4,224 | | (24,866) | | (5,192) | | | 919 | | (4,273) | | (6,613) | | | 3,514 | | (3,099) | | |||||||
| Initial provision for credit losses - ACBI | — | | | — | | — | | 13,697 | | | — | | 13,697 | | — | | | — | | — | | |||||||
| Provision (recovery) for credit losses | | 143,360 | | | (18,365) | | 124,995 | | 75,874 | | | (44,419) | | 31,455 | | (83,630) | | | (68,773) | | (152,403) | | ||||||
| Balance at end of period | $ | 423,876 | | $ | 32,697 | | $ | 456,573 | | $ | 309,606 | | $ | 46,838 | | $ | 356,444 | | $ | 225,227 | | $ | 76,580 | | $ | 301,807 | | |
| | | | | | | | | | | | | | | | | | | | ||||||||||
| Total loans, net of unearned income: | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| At period end | | $ | 32,388,489 | | | | | | | | $ | 30,177,862 | | | | | | | | $ | 23,928,166 | | | | | | | |
| Average | | 31,403,291 | | | | | | | | 27,456,134 | | | | | | | | 24,118,512 | | | | | | | | |||
| Net charge-offs as a percentage of average loans (annualized) | | 0.08 | % | | | | | | | 0.02 | % | | | | | | | 0.01 | % | | | | | | | |||
| Allowance for credit losses as a percentage of period end loans | | 1.41 | % | | | | | | | 1.18 | % | | | | | | | 1.26 | % | | | | | | | |||
| Allowance for credit losses as a percentage of period end non-performing loans (“NPLs”) | | 249.90 | % | | | | | | | 328.29 | % | | | | | | | 375.94 | % | | | | | | |
* Net charge-offs at December 31, 2023, 2022 and 2021 include automated overdraft protection (“AOP”) and insufficient fund (“NSF”) principal net charge-offs of $6.8 million, $6.5 million and $4.6 million, respectively, that are included in the consumer classification above.
** Average loans, net of unearned income does not include loans held for sale.3
Deposits
We rely on deposits by our customers as the primary source of funds for the continued growth of our loan and investment securities portfolios. Customer deposits are categorized as either noninterest-bearing deposits or interest-bearing deposits. Noninterest-bearing deposits (or demand deposits) are transaction accounts that provide us with “interest-free” sources of funds. Interest-bearing deposits include savings deposit, interest-bearing transaction accounts, certificates of deposits, and other time deposits. Interest-bearing transaction accounts include NOW, HSA, IOLTA, and Market Rate checking accounts. The Company uses brokered time deposits as a secondary source of deposits to supplement its primary source through organic growth of deposits from our customers.
During 2023, overall deposits increased $698.3 million, or 1.9%, to $37.0 billion from 2022. The increase was driven by growth in money market accounts of $3.2 billion, including $1.2 billion in reciprocal insured money market deposits and time deposits of $1.8 billion, including an increase in brokered deposits of $569.6 million. These increases were partially offset by declines in noninterest-bearing checking deposits of $2.5 billion, interest-bearing checking deposits of $976.7 million and savings deposits of $832.1 million. As customers moved funds from noninterest-bearing checking, interest-bearing checking and savings accounts, seeking higher yields in the rising rate environment, the Company increased its balance in higher yielding money market accounts including reciprocal insured money market deposits along with in-market time deposits and brokered deposits in 2023. The Company raised interest rates on most interest-bearing deposit products (in particular money market accounts and time deposit specials) during 2023 due to competitive pressures to retain deposits. The Company also increased its use of brokered time deposits in the first quarter of 2023 with the financial turmoil caused by the few regional banks failing to provide the Company with excess liquidity. The balance at the end of the first quarter was $1.4 billion. As the financial markets settled, the Company has allowed the brokered time deposits to run off to an ending balance of $719.7 million at December 31, 2023. The declines in noninterest-bearing, interest-bearing and savings accounts were also due to customers having less excess cash as funds from government support programs related to the COVID-19 pandemic declined.
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The following table presents total deposits for the two years at December 31:
Table 20—Total Deposits
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | | December 31, | |||||
| (Dollars in thousands) | 2023 | 2022 | |||||
| Noninterest-bearing deposits | | $ | 10,649,274 | | $ | 13,168,656 | |
| Savings deposits | | 2,632,212 | | 3,464,351 | | ||
| Interest‑bearing demand deposits | | 19,517,470 | | 17,297,630 | | ||
| Total savings and interest‑bearing demand deposits | | 22,149,682 | | 20,761,981 | | ||
| Certificates of deposit | | 4,245,382 | | 2,413,963 | | ||
| Other time deposits | | 4,571 | | 6,023 | | ||
| Total time deposits | | 4,249,953 | | 2,419,986 | | ||
| Total deposits | | $ | 37,048,909 | | $ | 36,350,623 | |
The following are key highlights regarding overall changes in total deposits:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Total deposits increased $698.3 million, or 1.9%, for the year ended December 31, 2023, compared to 2022. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Noninterest-bearing deposits (demand deposits) decreased by $2.5 billion, or 19.1%, for the year ended December 31, 2023, when compared with December 31, 2022. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Money market (Market Rate Checking) and other interest-bearing demand deposits increased $2.2 billion, or 12.8%, for the year ended December 31, 2023 |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Savings deposits decreased $832.1 million, or 24.0%, when compared with December 31, 2022. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | At December 31, 2023, core deposits (total deposits excluding time deposits) represented 89% of total deposits compared with 93% at the end of 2022. |
The following are key highlights regarding overall growth in average total deposits:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Total deposits averaged $36.6 billion in 2023, a decrease of $575.0 billion, or 1.5%, from 2022. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Average interest-bearing deposits increased by $1.1 billion, or 4.8%, to $24.8 billion in 2023 compared to 2022. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Average noninterest-bearing demand deposits decreased by $1.7 billion, or 12.6%, to $11.8 billion in 2023 compared to 2022. |
The following table provides a maturity distribution of certificates of deposit of $250,000 or more for the next twelve months as of December 31:
Table 21—Maturity Distribution of Certificates of Deposits of $250 Thousand or More
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | | December 31, | | December 31, | | | | ||
| (Dollars in thousands) | 2023 | 2022 | % Change | ||||||
| Within three months | | $ | 549,888 | | $ | 115,528 | 376.0 | % | |
| After three through six months | | 166,344 | | 118,511 | 40.4 | % | |||
| After six through twelve months | | 165,126 | | 168,785 | (2.2) | % | |||
| After twelve months | | 45,855 | | 84,361 | (45.6) | % | |||
| | | $ | 927,213 | | $ | 487,185 | 90.3 | % |
At December 31, 2023 and 2022, the Company estimates that is has approximately $14.2 billion and $14.6 billion, respectively, in uninsured deposits. The amounts above are estimates and are based on the same methodologies and assumptions used for the Bank’s regulatory reporting requirements by the FDIC for the Call Report.
The following table provides a maturity distribution of uninsured time deposits for the next twelve months as of December 31:
Table 22—Maturity Distribution of Uninsured Time Deposits
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | | December 31, | | | |||||
| (Dollars in thousands) | 2023 | 2022 | % Change | ||||||
| Within three months | | $ | 285,760 | | $ | 57,302 | 398.7 | % | |
| After three through six months | | 77,094 | | 71,261 | 8.2 | % | |||
| After six through twelve months | | 84,876 | | 91,785 | (7.5) | % | |||
| After twelve months | | 29,855 | | 42,361 | (29.5) | % | |||
| | | $ | 477,585 | | $ | 262,709 | 81.8 | % |
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Short-Term Borrowed Funds
Our short-term borrowed funds consist of federal funds purchased and securities sold under repurchase agreements, FRB borrowings on a secured line of credit, short-term FHLB Advances and the U.S. Bank line of credit. Note 10—Federal Funds Purchased and Securities Sold Under Agreements to Repurchase in our audited financial statements provides a profile of these funds at each year-end, the average amounts outstanding during each period, the maximum amounts outstanding at any month-end, and the weighted average interest rates on year-end and average balances in each category. Federal funds purchased and securities sold under agreements to repurchase most typically have maturities within one to three days from the transaction date. Certain of these borrowings have no defined maturity date. Note 11—Other Borrowings in our audited financial statements provide provides a profile of short-term FHLB advances, FRB borrowings and the U.S. Bank line of credit at each year-end, the average amount outstanding during each period and the weighted average interest rates on year-end and average balances. Short-term FHLB advances has a maturity of less than one year and the FRB borrowings and U.S. Bank line of credit has a daily maturity.
Long-Term Borrowed Funds
Our long-term borrowed funds consist of trust preferred junior subordinated debt and corporate subordinated debt. Note 11—Other Borrowings in our audited financial statements provides a profile of these funds at each year-end, the balance at year end, the interest rate at year end and the weighted average interest rate for long-term borrowings. Each issuance of trust preferred junior subordinated debt has a maturity of 30 years, but we can call the debt at any time without penalty.
Capital and Dividends
Our ongoing capital requirements have been met primarily through retained earnings, less the payment of cash dividends. As of December 31, 2023, shareholders’ equity was $5.5 billion, an increase of $458.2 million, or 9.0%, compared to the balance at December 31, 2022. The change from year-end 2022 was mainly attributable to net income of $494.3 million, an increase in the market value of securities available for sale, net of tax, of $93.3 million recorded through AOCI and the recognition of equity based compensation of $35.9 million. These increases were mainly offset by dividends paid on common shares of $154.9 million and common stock repurchased under our stock repurchase plan and equity plans of $16.1 million.
The following shows the changes in shareholders’ equity during 2023:
Table 23—Changes in Shareholders’ Equity
| | | | |
|---|---|---|---|
| (Dollars in thousands) | | | |
| Total shareholders' equity at December 31, 2022 | $ | 5,074,927 | |
| Net income | | | 494,308 |
| Dividends paid on common shares ($2.04 per share) | | | (154,919) |
| Dividends paid on restricted stock units | | | (1,265) |
| Net increase in market value of securities available for sale, net of deferred taxes | | | 93,252 |
| Net increase in market value of post retirement plan, net of deferred taxes | | | 1,300 |
| Stock options exercised | | | 2,926 |
| Employee stock purchases | | | 2,772 |
| Equity based compensation | | | 35,861 |
| Common stock repurchased pursuant to stock repurchase plan | | | (6,748) |
| Common stock repurchased - equity plans | | | (9,316) |
| Total shareholders' equity at December 31, 2023 | | $ | 5,533,098 |
Our equity-to-assets ratio increased to 12.3% at December 31, 2023 from 11.6% at December 31, 2022. The increase from December 31, 2022 was due to the percentage increase in equity of 9.0% being higher than the percentage increase in total assets of 2.2%. The higher percentage growth in capital was mainly due to the Company’s net income of $494.3 million. The increase in assets in 2023 was mainly due to organic loan growth funded through deposit growth.
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On April 27, 2022, the Company’s Board of Directors approved 2022 Stock Repurchase Program authorizing the Company to repurchase up to 3,750,000 of the Company’s common shares along with the remaining authorized shares of 370,021 from the Company’s 2021 Stock Repurchase Plan. Our Board of Directors approved the program after considering, among other things, our liquidity needs and capital resources as well as the estimated current value of our net assets. The aggregate number of shares of common stocks authorized to be repurchased totals 4.12 million shares. The number of shares to be purchased and the timing of the purchases are based on a variety of factors, including, but not limited to, the level of cash balances, general business conditions, regulatory requirements, the market price of our common stock, and the availability of alternative investment opportunities. During 2023, the Company repurchased a total of 100,000 shares at a weighted average price of $67.48 per share pursuant to the 2022 Stock Repurchase Program. As of December 31, 2023, there is a total of 4,020,021 shares authorized to be repurchased.
We are subject to regulations with respect to certain risk-based capital ratios. These risk-based capital ratios measure the relationship of capital to a combination of balance sheet and off-balance sheet risks. The values of both balance sheet and off-balance sheet items are adjusted based on the rules to reflect categorical credit risk. In addition to the risk-based capital ratios, the regulatory agencies have also established a leverage ratio for assessing capital adequacy. The leverage ratio is equal to Tier 1 capital divided by total consolidated on-balance sheet assets (minus amounts deducted from Tier 1 capital). The leverage ratio does not involve assigning risk weights to assets.
Specifically, we are required to maintain the following minimum capital ratios:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | a CET1, risk-based capital ratio of 4.5%; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | a Tier 1 risk-based capital ratio of 6%; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | a total risk-based capital ratio of 8%; and |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | a leverage ratio of 4%. |
Under the current capital rules, Tier 1 capital includes two components: CET1 capital and additional Tier 1 capital. The highest form of capital, CET1 capital, consists solely of common stock (plus related surplus), retained earnings, accumulated other comprehensive income, otherwise referred to as AOCI, and limited amounts of minority interests that are in the form of common stock. Additional Tier 1 capital is primarily comprised of noncumulative perpetual preferred stock and Tier 1 minority interests. Tier 2 capital generally includes the allowance for loan losses up to 1.25% of risk-weighted assets, qualifying preferred stock, subordinated debt, trust preferred securities and qualifying tier 2 minority interests, less any deductions in Tier 2 instruments of an unconsolidated financial institution. AOCI is presumptively included in CET1 capital and often would operate to reduce this category of capital. When the current capital rules were first implemented, the Bank exercised its one-time opportunity at the end of the first quarter of 2015 for covered banking organizations to opt out of much of this treatment of AOCI, allowing us to retain our pre-existing treatment for AOCI.
In order to avoid restrictions on capital distributions or discretionary bonus payments to executives, a banking organization must maintain a “capital conservation buffer” on top of its minimum risk-based capital requirements. This buffer must consist solely of Tier 1 Common Equity, but the buffer applies to all three risk-based measurements (CET1, Tier 1 capital and total capital), resulting in the following effective minimum capital plus capital conservation buffer ratios: (i) a CET1 capital ratio of 7.0%, (ii) a Tier 1 risk-based capital ratio of 8.5%, and (iii) a total risk-based capital ratio of 10.5%.
The Bank is also subject to the regulatory framework for prompt corrective action, which identifies five capital categories for insured depository institutions (well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized) and is based on specified thresholds for each of the three risk-based regulatory capital ratios (CET1, Tier 1 capital and total capital) and for the leverage ratio.
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The federal banking agencies revised their regulatory capital rules to (i) address the implementation of CECL; (ii) provide an optional three-year phase-in period for the adoption date adverse regulatory capital effects that banking organizations are expected to experience upon adopting CECL; and (iii) require the use of CECL in stress tests beginning with the 2020 capital planning and stress testing cycle for certain banking organizations that are subject to stress testing. CECL became effective for us on January 1, 2020 and the Company applied the provisions of the standard using the modified retrospective method as a cumulative-effect adjustment to retained earnings. Related to the implementation of ASU 2016-13, we recorded additional allowance for credit losses for loans of $54.4 million, deferred tax assets of $12.6 million, an additional reserve for unfunded commitments of $6.4 million and an adjustment to retained earnings of $44.8 million. Instead of recognizing the effects on regulatory capital from ASU 2016-13 at adoption, the Company initially elected the option for recognizing the adoption date effects on the Company’s regulatory capital calculations over a three-year phase-in.
In response to the COVID-19 pandemic in 2020, the federal banking agencies issued a final rule for additional transitional relief to regulatory capital related to the impact of the adoption of CECL. The Company chose the five-year transition method and is deferring the recognition of the effects from the adoption date and the CECL difference for the first two years of application. The modified CECL transitional amount was fixed as of December 31, 2021, and that amount began the three-year phase out in the first quarter of 2022 with 50% phased out in 2023. At December 31, 2023 and 2022, approximately $30.5 million and $45.8 million, respectively, was added to Tier 1 capital at the Company and Bank as a result of the modified CECL transition. Had the Company elected not to apply the modified CECL transitional amount to its Tier 1 capital, the Company and Bank would have still been considered well capitalized as of December 31, 2023 and 2022.
Table 24—Capital Adequacy Ratios
The following table presents our consolidated capital ratios under the applicable capital rules:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | | December 31, | |||||
| (In percent) | 2023 | 2022 | 2021 | ||||
| Common equity Tier 1 risk-based capital | | 11.75 | % | 10.96 | % | 11.76 | % |
| Tier 1 risk‑based capital | 11.75 | % | 10.96 | % | 11.76 | % | |
| Total risk‑based capital | 14.08 | % | 12.97 | % | 13.57 | % | |
| Tier 1 leverage | 9.42 | % | 8.72 | % | 8.08 | % |
The Company’s and Bank’s Common equity Tier 1 risk-based capital, Tier 1 risk-based capital and total risk-based capital and Tier 1 leverage ratios all improved compared to December 31, 2022. All of these ratios mainly improved due to net income recognized during 2023 of $494.3 million. Tier 1 capital increased 8.6% and 9.8% at the Bank and Company, respectively, with the increase in equity resulting from the net income recognized during the current period. Total risk-based capital increased 10.9% and 11.1% at both the Bank and Company, respectively, with the increase in equity resulting from the net income recognized during the current period, along with the increase in the allowance for credit losses and unfunded commitments includable in Tier 2 capital. Both regulatory risk-based assets and quarterly average assets remained reasonably flat in the fourth quarter of 2023 compared to the fourth quarter of 2022 with average assets for the both Company and Bank increasing 1.6% and risk-based assets increasing 2.3%. Our capital ratios are currently well in excess of the minimum standards and continue to be in the “well capitalized” regulatory classification. Should the Company need to sell its available for sale and held to maturity securities for liquidity purposes and recognize the unrealized losses as of December 31, 2023 through earnings, all else equal, our capital ratios would remain well in excess of the minimum standards and continue to be in the “well capitalized” regulatory classification.
The Company pays cash dividends to shareholders from its assets, which are mainly provided by dividends from its banking subsidiary. However, certain restrictions exist regarding the ability of its banking subsidiary to transfer funds to the Company in the form of cash dividends, loans or advances. The approval of the OCC is required if the total of all dividends declared by the Bank in any calendar year exceeds the total of its net profits for that year combined with its retained net profits for the preceding two years, less any required transfers to surplus. The federal banking agencies have issued policy statements which provide that bank holding companies and insured banks should generally pay dividends only out of current earnings.
During 2023, the Bank paid dividends to SouthState totaling $180.0 million. The Bank was not required to obtain approval of the OCC to pay these dividends. We used these funds and excess cash to pay our dividend to shareholders of $154.9 million and repurchase shares of our common stock on the open market totaling $6.7 million.
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The following table provides the amount of dividends and payout ratios for the years ended December 31:
Table 25—Dividends Paid to Common Shareholders
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, | ||||||||
| (Dollars in thousands) | 2023 | 2022 | 2021 | |||||||
| Dividend payments to common shareholders | | $ | 154,919 | | $ | 146,486 | | $ | 135,201 | |
| Dividend payout ratios | | 31.34 | % | 29.54 | % | 28.43 | % |
We retain earnings to have capital sufficient to grow our loan and investment portfolios and to support certain acquisitions or other business expansion opportunities. The dividend payout ratio is calculated by dividing dividends paid during the year by net income for the year.
Liquidity
Liquidity refers to our ability to generate sufficient cash to meet our financial obligations, which arise primarily from the withdrawal of deposits, extension of credit and payment of operating expenses. Liquidity risk is the risk that the Bank’s financial condition or overall safety and soundness is adversely affected by an inability (or perceived inability) to meet its obligations. Our Asset Liability Management Committee (“ALCO”) is charged with the responsibility of monitoring policies designed to ensure acceptable composition of our asset/liability mix. Two critical areas of focus for ALCO are interest rate sensitivity and liquidity risk management. We have employed our funds in a manner to provide liquidity from both assets and liabilities sufficient to meet our cash needs.
The ALCO has established key risk indicators to monitor liquidity and interest rate risk. The key risk indicators are reviewed and approved by the ALCO on an annual basis. The liquidity key risk indicators include the loan to deposit ratio, net noncore funding dependence ratio, On-hand liquidity to total liabilities ratio, the percentage of securities pledged to total securities, and the ratio of brokered deposits to total deposits. As of December 31, 2023, the Company was operating within its liquidity policy limits.
Asset liquidity is maintained by the maturity structure of loans, investment securities and other short-term investments. Management has policies and procedures governing the length of time to maturity on loans and investments. Normally, changes in the earning asset mix are of a longer-term nature and are not used for day-to-day corporate liquidity needs.
Our liabilities provide liquidity on a day-to-day basis. Daily liquidity needs are met from deposit levels or from our use of federal funds purchased, securities sold under agreements to repurchase, interest-bearing deposits at other banks and other short-term borrowings. We engage in routine activities to retain deposits intended to enhance our liquidity position. These routine activities include various measures, such as the following:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Emphasizing relationship banking to new and existing customers, where borrowers are encouraged and normally expected to maintain deposit accounts with our Bank; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Pricing deposits, including certificates of deposit, at rate levels that will attract and /or retain balances of deposits that will enhance our Bank’s asset/liability management and net interest margin requirements; and |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Continually working to identify and introduce new products that will attract customers or enhance our Bank’s appeal as a primary provider of financial services. |
Our non-acquired loan portfolio increased by approximately $3.7 billion, or approximately 16.1%, compared to the balance at December 31, 2022. The increase in the non-acquired loan portfolio was due to organic growth and renewals of acquired loans that are moved to our non-acquired loan portfolio. The acquired loan portfolio decreased by $1.5 billion, or 19.9%, from the balance at December 31, 2022 through principal paydowns, charge-offs, foreclosures and renewals of acquired loans. For more detail around the changes in the loan portfolio see the Loan Portfolio section in MDA starting on page 81.
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Our investment securities portfolio (excluding trading securities) decreased $725.9 million, or approximately 8.9%, compared to the balance at December 31, 2022. The decrease in investment securities from December 31, 2022 was a result of maturities, calls, sales and paydowns of investment securities totaling $1.1 billion and a reduction from the net amortization of premiums of $20.1 million. These decreases were partially offset by purchases of available for sale investment securities totaling $80.4 million and other investment securities of $226.7 million and an increase in the market value of the available for sale investment securities portfolio of $112.7 million. There were no purchases or sales of held to maturity securities during the year. For the purchases of other investment securities, $222.1 million of the purchases were related to capital stock with the Federal Home Loan Bank of which we sold back $214.4 million during 2023. The activity in the purchases and sales of the Federal Home Loan Bank Capital Stock was due to activity with FHLB borrowings during the year. The Bank pledges a portion of its investment portfolio for a variety of purposes, including, but not limited to, collateral for public funds and credit with the Federal Home Loan Bank of Atlanta. As of December 31, 2023, the bank pledged 49.6% of the market value of its investment portfolio. As of December 31, 2023, the Bank had unpledged securities with a market value of $3.5 billion. These securities included Treasury, Agency, Agency MBS, Municipals and Corporate securities. Total cash and cash equivalents declined $313.7 million in 2023 to $1.0 billion at December 31, 2023, compared to $1.3 billion at December 31, 2022. Liquidity has tightened in 2023 with the rising rate environment and turmoil in the financial markets. Competition for in-market deposits has increased throughout 2023 resulting in increases in deposit rates to retain local deposits. While the Company has increased its use of brokered time deposits since December 31, 2022, the ratio of brokered time deposits to total deposits at December 31, 2023 was only 1.9% compared to the Company’s internal limit of 15%. During 2023, the Company has also borrowed funds from the FHLB on a short-term basis. The outstanding borrowings from the FHLB were $100.0 million at December 31, 2023. See below for further discussion around brokered deposits and FHLB borrowings.
At December 31, 2023 and December 31, 2022, we had $719.7 million and $150.0 million of traditional, out–of-market brokered time deposits, respectively. At December 31, 2023 and December 31, 2022, we had $2.2 billion and $637.0 million, respectively, of reciprocal deposits. Total deposits were $37.0 billion at December 31, 2023, an increase of $698.3 million from $36.4 billion at December 31, 2022. Our deposit growth since December 31, 2022 included an increase in money market accounts of $3.2 billion and an increase in certificates of deposit of $1.8 billion. These increases were offset by declines in demand deposit, interest-bearing checking and savings accounts of $2.5 billion, $976.7 million and $832.1 million, respectively. As customers moved funds from noninterest bearing checking, interest bearing checking and savings accounts, seeking higher yields in the rising rate environment along with insurance coverage, the Company’s balance in higher costing in-market time deposits, brokered time deposits and in money market deposit accounts including reciprocal insured money market accounts, increased. The Company raised interest rates on most interest-bearing deposit products (in particular time deposit specials and money market accounts) during 2023 due to competitive pressures to retain deposits. Total short-term borrowings at December 31, 2023 were $589.2 million consisting of $248.2 million in federal funds purchased, $241.0 million in securities sold under agreements to repurchase and $100.0 million in short-term FHLB advances. Total long-term borrowings at December 31, 2023 were $391.9 million and consisted of trust preferred securities and subordinated debentures. To the extent that we employ other types of non-deposit funding sources, typically to accommodate retail and correspondent customers, we continue to take in shorter maturities of such funds. Our current approach may provide an opportunity to sustain a low funding rate or possibly lower our cost of funds but could also increase our cost of funds if interest rates rise.
The Bank has a granular deposit base comprised of over 1.4 million accounts, with an average deposit size of $27,000. The top ten and twenty deposit relationships comprise approximately three and four percent of total deposits. Approximately 29% of total deposits are non-interest bearing. The Bank’s deposit beta, which represents the change in the Bank’s cost of deposits over the change in the federal funds target rate, during this cycle (from March 2022 through December 2023) is approximately 30%.
The Bank supplements its in-market deposits with brokered deposits. While the Bank has a policy limit for brokered time deposits of no more than 15% of total deposits, it has operated well below this policy limit. At December 31, 2023, the percentage of brokered time deposits to total deposits was 1.9%. During calendar years 2022 and 2023, the highest ratio of brokered time deposits to total deposits was 3.8% on March 31, 2023. During the first quarter of 2023, the Company sought to increase liquidity with the turmoil in the financial markets after the few regional banks failed and increased the balance in brokered time deposits to $1.4 billion. As the financial markets stabilized during 2023, the Company has let the brokered time deposits run-off to an ending balance of $719.7 million at December 31, 2023.
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As discussed below, the Bank maintains credit facilities with the Federal Home Loan Bank of Atlanta and the Federal Reserve Bank of Atlanta. The table below compares Primary Funding Sources to uninsured deposits as of December 31, 2023.
Table 26—Primary Funding Sources to Uninsured Deposits
| | | | | |
|---|---|---|---|---|
| (Dollars in millions) | | Available Capacity | | |
| Federal Home Loan Bank of Atlanta | | $ | 6,986 | |
| Federal Reserve Discount Window of Atlanta | | | 1,882 | |
| Cash and cash equivalents | | | 999 | |
| Par value of securities that can be pledged to BTFP | | | 3,638 | |
| Total primary sources | | $ | 13,505 | |
| Uninsured deposits, excluding collateralized deposits | | $ | 11,814 | |
| Uninsured and collateralized deposits | | $ | 14,239 | |
| Coverage ratio, uninsured deposits | | | 114.3% | |
| Coverage ratio, uninsured and collateralized deposits | | | 94.8% | |
| Ratio of uninsured and collateralized deposits to total deposits | | | 38.4% | |
Through the operations of our Bank, we have made contractual commitments to extend credit in the ordinary course of our business activities. These commitments are legally binding agreements to lend money to our customers at predetermined interest rates for a specified period of time. We manage the credit risk on these commitments by subjecting them to normal underwriting and risk management processes. We believe that we have adequate sources of liquidity to fund commitments that are drawn upon by the borrowers. In addition to commitments to extend credit, we also issue standby letters of credit, which are assurances to third parties that they will not suffer a loss if our customer fails to meet its contractual obligation to the third-party. Although our experience indicates that many of these standby letters of credit will expire unused, through our various sources of liquidity, we believe that we will have the resources to meet these obligations should the need arise.
Our ongoing philosophy is to remain in a liquid position, as reflected by such indicators as the composition of our earning assets, typically including some level of reverse repurchase agreements; federal funds sold; balances at the Federal Reserve Bank; and/or other short-term investments; asset quality; well-capitalized position; and profitable operating results. Cyclical and other economic trends and conditions can disrupt our desired liquidity position at any time. We expect that these conditions would generally be of a short-term nature. Under such circumstances, we expect our reverse repurchase agreements and federal funds sold positions, or balances at the Federal Reserve Bank, if any, to serve as the primary source of immediate liquidity. We could draw on additional alternative immediate funding sources from lines of credit extended to us from our correspondent banks. The Bank may also access funds from borrowing facilities established with the Federal Home Loan Bank of Atlanta and the discount window of the Federal Reserve Bank of Atlanta. At December 31, 2023, the Bank had a total FHLB credit facility of $7.1 billion, with $100.0 million in short-term FHLB advances and $2.9 million FHLB letters of credit outstanding at year-end, leaving $7.0 billion in availability on the FHLB credit facility. At December 31, 2023, the Bank had $1.9 billion of credit available at the Federal Reserve Bank’s discount window and federal funds credit lines of $300.0 million with no balances outstanding at quarter-end. The Bank also has an internal limit on brokered deposits of 15% of total deposits, which would allow capacity of $5.6 billion at December 31, 2023. The Bank had $719.7 million of outstanding brokered deposits at the end of the year leaving $4.8 billion in available capacity as per the internal policy limit of 15% of total deposits. All of these resources would provide an additional $14.0 billion in funding if we needed additional liquidity. The Bank also has $3.5 billion in market value of unpledged securities at December 31, 2023 that can be pledged to attain additional funds if necessary. We can also consider actions such as deposit promotions to increase core deposits. The Company has a $100.0 million unsecured line of credit with U.S. Bank National Association with no balance outstanding at December 31, 2023. We believe that our liquidity position continues to be adequate and readily available.
Our contingency funding plan describes several potential stages based on stressed liquidity levels. Liquidity key risk indicators are reported to the Board of Directors on a quarterly basis. We maintain various wholesale sources of funding. If our deposit retention efforts were to be unsuccessful, we would use these alternative sources of funding. Under such circumstances, depending on the external source of funds, our interest cost would vary based on the range of interest rates charged. This could increase our cost of funds, impacting our net interest margin and net interest spread.
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Asset-Liability Management and Market Risk Sensitivity
Our earnings and the economic value of equity vary in relation to the behavior of interest rates and the accompanying fluctuations in market prices of certain of our financial instruments. We define interest rate risk as the risk to earnings and equity arising from the behavior of interest rates. These behaviors include increases and decreases in interest rates as well as continuation of the current interest rate environment.
Our interest rate risk principally consists of reprice, option, basis, and yield curve risk. Reprice risk results from differences in the maturity or repricing characteristics of asset and liability portfolios. Option risk arises from embedded options in the investment and loan portfolios such as investment securities calls and loan prepayment options. Option risk also exists since deposit customers may withdraw funds at their discretion in response to general market conditions, competitive alternatives to existing accounts or other factors. The exercise of such options may result in higher costs or lower revenue. Basis risk refers to the potential for changes in the underlying relationship between market rates or indices, which subsequently result in narrowing spreads on interest-earning assets and interest-bearing liabilities. Basis risk also exists in administered rate liabilities, such as interest-bearing checking accounts, savings accounts, and money market accounts where the price sensitivity of such products may vary relative to general markets rates. Yield curve risk refers to adverse consequences of nonparallel shifts in the yield curves of various market indices that impact our assets and liabilities.
We use simulation analysis as a primary method to assess earnings at risk and equity at risk due to assumed changes in interest rates. Management uses the results of its various simulation analyses in combination with other data and observations to formulate strategies designed to maintain interest rate risk within risk tolerances.
Simulation analysis involves the use of several assumptions including, but not limited to, the timing of cash flows such as the terms of contractual agreements, investment security calls, loan prepayment speeds, deposit attrition rates, the interest rate sensitivity of loans and deposits relative to general market rates, and the behavior of interest rates and spreads. The assumptions for loan prepayments, deposit decay, and nonstable deposit balances are derived from models that use historical bank data. These models are independently validated. Equity at risk simulation uses assumptions regarding discount rates that value cash flows. Simulation analysis is highly dependent on model assumptions that may vary from actual outcomes. Key simulation assumptions are subject to sensitivity analysis to assess the impact of assumption changes on earnings at risk and equity at risk. Model assumptions are reviewed by our Assumptions Committee. While the Bank is continuously refining its modeling methodology, the core principles of the methodology have remained stable over the past two years.
Earnings at risk is defined as the percentage change in net interest income due to assumed changes in interest rates. Earnings at risk is generally used to assess interest rate risk over relatively short time horizons.
Equity at risk is defined as the percentage change in the net economic value of assets and liabilities due to changes in interest rates compared to a base net economic value. The discounted present value of all cash flows represents our economic value of equity. Equity at risk is generally considered a measure of the long-term interest rate exposures of the balance sheet at a point in time.
The earnings simulation models consider our contractual agreements with regard to investments, loans, deposits, borrowings, and derivatives as well as a number of behavioral assumptions applied to certain assets and liabilities.
Mortgage banking derivatives used in the ordinary course of business consist of forward sales contracts and interest rate lock commitments on residential mortgage loans. These derivatives involve underlying items, such as interest rates, and are designed to mitigate risk. Derivatives are also used to hedge mortgage servicing rights. For additional information see Note 28—Derivative Financial Instruments in the consolidated financial statements.
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From time to time, we execute interest rate swaps to hedge some of our interest rate risks. Under these arrangements, the Company enters into a variable rate loan with a client in addition to a swap agreement. The swap agreement effectively converts the client’s variable rate loan into a fixed rate loan. The Company then enters into a matching swap agreement with a third-party dealer to offset its exposure on the customer swap. The Company may also execute interest rate swap agreements that are not specific to client loans. As of December 31, 2023, the Company had a series of short-term interest rate hedges to address monthly accrual mismatches related to the Company’s ARC program and its transition from LIBOR to SOFR after June 30, 2023. For additional information on these derivatives refer to Note 28—Derivative Financial Instruments in the consolidated financial statements.
Our interest rate risk key indicators are applied to a static balance sheet using forward rates from the Moody’s Baseline Scenario. The Company will also use other rate forecasts, including, but not limited to, Moody’s Consensus Scenario. This Base Case Scenario assumes the maturity composition of asset and liability rollover volumes is modeled to approximately replicate current consolidated balance sheet characteristics throughout the simulation. These treatments are consistent with the Company’s goal of assessing current interest rate risk embedded in its current balance sheet. The Base Case Scenario assumes that maturing or repricing assets and liabilities are replaced at prices referencing forward rates derived from the selected rate forecast consistent with current balance sheet pricing characteristics. Key rate drivers are used to price assets and liabilities with sensitivity assumptions used to price non-maturity deposits. The sensitivity assumptions for the pricing of non-maturity deposits are subjected to sensitivity analysis no less frequently than on an annual basis.
Interest rate shocks are applied to the Base Case on an instantaneous basis. Our policy establishes the use of upward and downward interest rate shocks applied in 100 basis point increments through 400 basis points. We calculate smaller rate shocks as needed. At times, market conditions may result in assumed rate movements that will be deemphasized. For example, during a period of ultra-low interest rates, certain downward rate shocks may be impractical. The model simulation results produced from the Base Case Scenario and related instantaneous shocks for changes in net interest income and changes in the economic value of equity are referred to as the Core Scenario Analysis and constitute the policy key risk indicators for interest rate risk when compared to risk tolerances. As of December 31, 2023, the Company was operating within it interest rate key risk indicator policy limits.
During 2023, the beta assumption applied to total deposits increased to reflect changes in deposit mix. From the beginning of the upward rate cycle, our deposit costs have increased from five basis points to one hundred sixty basis points. During this period, the federal funds rate has increased 525 basis points. Accordingly, our cycle to date beta has been approximately 30%. Management recognizes the difficulty using historical data to forecast deposit betas in the current environment. For internal purposes, and based on the deposit mix as of December 31, 2023, the total deposit beta assumption was 35.0%. For internal forecasting, Management will apply overlays to certain assumptions to adjust for current market conditions rather than use assumptions modeled over longer periods of time.
The following interest rate risk metrics are derived from analysis using the Moody’s Consensus Scenario published in January 2024 as the Base Case. As of December 31, 2023, the earnings simulations indicated that the year 1 impact of an instantaneous 100 basis point parallel increase / decrease in rates would result in an estimated 1.0% increase (up 100) and 1.7% decrease (down 100) in net interest income.
We use Economic Value of Equity (“EVE”) analysis as an indicator of the extent to which the present value of our capital could change, given potential changes in interest rates. This measure also assumes a static balance sheet (Base Case Scenario) with rate shocks applied as described above. At December 31, 2023, the percentage change in EVE due to a 100-basis point increase or decrease in interest rates was 2.6% decrease and 1.0% increase, respectively. The percentage changes in EVE due to a 200-basis point increase or decrease in interest rates were 6.3% decrease and 0.1% increase, respectively. The interest rate shock analysis results for EVE sensitivities are unusual as the benefits of repricing assets are mitigated by increasing deposit costs, and downward shocks are constrained on various balance sheet categories due to the inability to price products below floors or zero. This is particularly meaningful given the cost of deposits as of December 31, 2023.
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The analysis below reflects a Base Case and shocked scenarios that assume a static balance sheet projection where volume is added to maintain balances consistent with current levels. Base Case assumes new and repricing volumes reference forward rates derived from the Moody’s Consensus rate forecast. Instantaneous, parallel, and sustained interest rate shocks are applied to the Base Case scenario over a one-year time horizon.
Table 26—Rate Shock Analysis – Net Interest Income and Economic Value of Equity
| | | | |
|---|---|---|---|
| Percentage Change in Net Interest Income over One Year | | ||
| Up 100 basis points | | 1.0% | |
| Up 200 basis points | | 1.5% | |
| Up 300 basis points | | 1.7% | |
| Up 400 basis points | | 1.7% | |
| Down 100 basis points | | (1.7%) | |
| Down 200 basis points | | (4.5%) | |
| Down 300 basis points | | (8.8%) | |
| Down 400 basis points | | (11.8%) | |
LIBOR Transition
The publication of all tenors of U.S. dollar LIBOR on a representative basis ceased as of December 31, 2023. As previously noted, we established a cross-functional LIBOR transition working group that (1) assessed the Company's exposure to LIBOR indexed instruments and the data, systems and processes that were impacted; (2) established a detailed implementation plan; and (3) developed a formal governance structure for the transition. The Company developed and implemented various proactive steps to facilitate the transition on behalf of customers up through December 31, 2023, which included:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The adoption and implementation of fallback provisions that provided for the determination of replacement rates for LIBOR-linked financial products. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The adoption of new products linked to alternative reference rates, such as adjustable-rate mortgages, consistent with guidance provided by the U.S. regulators, the Alternative Reference Rates Committee, and GSEs. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The selection of SOFR indices as the replacement indices, and successful completion of systems testing using the SOFR replacement indices. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Successful transition of Libor-exposed instruments to SOFR and other indices as appropriate for contracts that provided for a specific replacement index other than SOFR. |
We utilized the provisions of the Adjustable Interest Rate (LIBOR) Act passed by Congress and signed into law by the President in March 2022 for certain contracts referencing LIBOR. The Act provides for the use of SOFR as the replacement index with a spread adjustment when the remaining LIBOR indices are discontinued. The Act applies when there is no contract provision addressing the loss of LIBOR and may be used otherwise as well, provided the contract does not provide for a specific replacement index.
In addition, the Company developed and implemented processes to educate client-facing associates and coordinate communications with customers regarding the transition.
As of December 31, 2023, the Company’s LIBOR-indexed loans, derivatives, and trust preferred securities have migrated to SOFR and other indices.
Asset Credit Risk and Concentrations
The quality of our interest-earning assets is maintained through our management of certain concentrations of credit risk. We review each individual earning asset including investment securities and loans for credit risk. To facilitate this review, we have established credit and investment policies that include credit limits, documentation, periodic examination, and follow-up. In addition, we examine these portfolios for exposure to concentration in any one industry, government agency, or geographic location.
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Deposit Concentrations
At December 31, 2023 and 2022, we have no material concentration of deposits from any single customer or group of customers. We have no significant portion of our deposits concentrated within a single industry or group of related industries. We do not believe there are any material seasonal factors that would have a material adverse effect on us. The total deposit balances held by top 10 and 20 deposit holders were below 5% of the Company’s average total deposit balances at December 31, 2023 and 2022. We do not have any foreign deposits.
Concentration of Credit Risk
Each category of earning assets has a certain degree of credit risk. We use various techniques to measure credit risk. Credit risk in the investment portfolio can be measured through bond ratings published by independent agencies. In the investment securities portfolio, the investments consist of U.S. government-sponsored entity securities, tax-free securities, or other securities having ratings of “AAA” to “Not Rated”. All securities, with the exception of those that are not rated, were rated by at least one of the nationally recognized statistical rating organizations. The credit risk of the loan portfolio can be measured by historical experience. We maintain our loan portfolio in accordance with credit policies that we have established. Although the Bank has a diversified loan portfolio, a substantial portion of our borrowers’ abilities to honor their contracts is dependent upon economic conditions within our geographic footprint and the surrounding regions.
We consider concentrations of credit to exist when, pursuant to regulatory guidelines, the amounts loaned to a multiple number of borrowers engaged in similar business activities which would cause them to be similarly impacted by general economic conditions represents 25% of total Tier 1 capital plus regulatory adjusted allowance for credit losses of the Company, or $1.2 billion at December 31, 2023. Based on this criteria, we had eight such credit concentrations at December 31, 2023, including loans to lessors of nonresidential buildings (except mini-warehouses) of $6.2 billion, loans secured by owner occupied office buildings (including medical office buildings) of $1.9 billion, loans secured by owner occupied nonresidential buildings (excluding office buildings) of $1.8 billion, loans to lessors of residential buildings (investment properties and multi-family) of $2.4 billion, loans secured by 1st mortgage 1-4 family owner occupied residential property (including condos and home equity lines) of $8.8 billion, loans secured by jumbo (original loans greater than $726,200) 1st mortgage 1-4 family owner occupied residential property of $2.6 billion, loans secured by business assets including accounts receivable, inventory and equipment of $2.2 billion, and loans to consumers secured by non-real estate of $1.2 billion. The risk for these loans and for all loans is managed collectively through the use of credit underwriting practices developed and updated over time. The loss estimate for these loans is determined using our standard ACL methodology.
After the adoption of CECL in the first quarter of 2020, banking regulators established guidelines for calculating credit concentrations. Banking regulators set the guidelines for construction, land development and other land loans to total less than 100% of total Tier 1 capital less modified CECL transitional amount plus ACL (CDL concentration ratio) and for total commercial real estate loans (construction, land development and other land loans along with other non-owner occupied commercial real estate and multifamily loans) to total less than 300% of total Tier 1 capital less modified CECL transitional amount plus ACL (CRE concentration ratio). Both ratios are calculated by dividing certain types of loan balances for each of the two categories by the Bank’s total Tier 1 capital less modified CECL transitional amount plus ACL. At December 31, 2023, the Bank’s CDL concentration ratio was 59.7% and its CRE concentration ratio was 236.5%. At December 31, 2022, the Bank’s CDL concentration ratio was 64.8% and its CRE concentration ratio was 249.0%. As of December 31, 2023 and 2022, the Bank was below the established regulatory guidelines. When a bank’s ratios are in excess of one or both of these loan concentration ratios guidelines, banking regulators generally require an increased level of monitoring in these lending areas by bank management. Therefore, we monitor these two ratios as part of our concentration management processes.
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Effect of Inflation and Changing Prices
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, which require the measure of financial position and results of operations in terms of historical dollars, without consideration of changes in the relative purchasing power over time due to inflation. Unlike most other industries, the majority of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates generally have a more significant effect on a financial institution’s performance than does the effect of inflation. Interest rates do not necessarily change in the same magnitude as the prices of goods and services.
While the effect of inflation on banks is normally not as significant as is its influence on those businesses which have large investments in plant and inventories, it does have an effect. During periods of high inflation, there are normally corresponding increases in money supply, and banks will normally experience above average growth in assets, loans and deposits. Also, general increases in the prices of goods and services will result in increased operating expenses. Inflation also affects our Bank’s customers and may result in an indirect effect on our Bank’s business.
Contractual Obligations
The following table presents payment schedules for certain of our contractual obligations as of December 31, 2023. Long-term debt obligations totaling $391.9 million include trust preferred junior subordinated debt and corporate subordinated debt. Operating and finance lease obligations of $126.6 million and $2.2 million, respectively, pertain to banking facilities. Certain lease agreements include payment of property taxes and insurance and contain various renewal options. Additional information regarding leases is contained in Note 21— Lease Commitments of the audited consolidated financial statements.
Table 27—Obligations
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | Less Than | | 1 to 3 | | 3 to 5 | | More Than | |||||
| (Dollars in thousands) | Total | 1 Year | Years | Years | 5 Years | |||||||||||
| Long‑term debt obligations* | | $ | 391,904 | | $ | — | | $ | — | | $ | — | | $ | 391,904 | |
| Short-term debt obligations* | | | 100,000 | | | 100,000 | | | — | | | — | | | — | |
| Finance lease obligations | | | 2,239 | | | 511 | | | 1,022 | | | 706 | | | — | |
| Operating lease obligations | | 126,567 | | 15,970 | | 28,850 | | 25,657 | | 56,090 | | |||||
| Total | | $ | 620,710 | | $ | 116,481 | | $ | 29,872 | | $ | 26,363 | | $ | 447,994 | |
* Represents principal maturities.
FY 2022 10-K MD&A
SEC filing source: 0001558370-23-002028.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking Statements
Statements included in this Report, which are not historical in nature are intended to be, and are hereby identified as, forward-looking statements for purposes of the safe harbor provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward looking statements are based on, among other things, management’s beliefs, assumptions, current expectations, estimates and projections about the financial services industry, the economy and SouthState. Words and phrases such as “may,” “approximately,” “continue,” “should,” “expects,” “projects,” “anticipates,” “is likely,” “look ahead,” “look forward,” “believes,” “will,” “intends,” “estimates,” “strategy,” “plan,” “could,” “potential,” “possible” and variations of such words and similar expressions are intended to identify such forward-looking statements. We caution readers that forward-looking statements are subject to certain risks, uncertainties and assumptions that are difficult to predict with regard to, among other things, timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results. Such risks, uncertainties and assumptions, include, among others, those risks listed under “Summary of Risk Factors” starting on page 19 of this Report.
For any forward-looking statements made in this Report or in any documents incorporated by reference into this Report, we claim the protection of the safe harbor for forward looking statements contained in the Private Securities Litigation Reform Act of 1995. All forward-looking statements speak only as of the date they are made and are based on information available at that time. We do not undertake any obligation to update or otherwise revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements. All subsequent written and oral forward-looking statements by us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.
Additional information with respect to factors that may cause actual results to differ materially from those contemplated by our forward looking statements may also be included in other reports that we file with the SEC. We caution that the foregoing list of risk factors is not exclusive and not to place undue reliance on forward looking statements.
Introduction
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) describes SouthState Corporation and its subsidiary’s results of operations for the year ended December 31, 2022 as compared to the year ended December 31, 2021, and the year ended December 31, 2021 as compared to the year ended December 31, 2020, and also analyzes our financial condition as of December 31, 2022 as compared to December 31, 2021. Like most banking institutions, we derive most of our income from interest we receive on our loans and investments. Our primary source of funds for making these loans and investments is our deposits, on most of which we pay interest. Consequently, one of the key measures of our success is the amount of net interest income, or the difference between the income on our interest-earning assets, such as loans and investments, and the expense on our interest-bearing liabilities, such as deposits. Another key measure is the spread between the yield we earn on these interest-earning assets and the rate we pay on our interest-bearing liabilities.
There are risks inherent in all loans, so we maintain an allowance for credit losses to absorb our estimate of probable losses on existing loans that may become uncollectible. We establish and maintain this allowance by recording a provision or recovery for credit losses against our earnings. In the following section, we have included a detailed discussion of this process.
In addition to earning interest on our loans and investments, we earn income through fees and other services we charge to our customers. We incur costs in addition to interest expense on deposits and other borrowings, the largest of which is salaries and employee benefits. We describe the various components of this noninterest income and noninterest expense in the following discussion.
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The following section also identifies significant factors that have affected our financial position and operating results during the periods included in the accompanying financial statements. We encourage you to read this discussion and analysis in conjunction with the financial statements and the related notes and the other information included in this Report.
Overview
SouthState Corporation is a financial holding company headquartered in Winter Haven, Florida, and was incorporated under the laws of South Carolina in 1985. We provide a wide range of banking services and products to our customers through our Bank. The Bank operates SouthState|Duncan-Williams, a registered broker-dealer headquartered in Memphis, Tennessee, which it acquired on February 1, 2021 that serves primarily institutional clients across the U.S. in the fixed income business. The Bank also operates SouthState Advisory, Inc., a wholly owned registered investment advisor, and CBI Holding Company, LLC (“CBI”), which in turn owns Corporate Billing, a transaction-based finance company headquartered in Decatur, Alabama that provides factoring, invoicing, collection and accounts receivable management services to transportation companies and automotive parts and service providers nationwide. The holding company also owns SSB Insurance Corp., a captive insurance subsidiary pursuant to Section 831(b) of the U.S. Tax Code.
At December 31, 2022, we had $43.9 billion in assets and 5,029 full-time equivalent employees. Through our Bank branches, ATMs and online banking platforms, we provide our customers with a wide range of financial products and services, through a six (6) state footprint in Alabama, Florida, Georgia, North Carolina, South Carolina and Virginia. These financial products and services include deposit accounts such as checking accounts, savings and time deposits of various types, safe deposit boxes, bank money orders, wire transfer and ACH services, brokerage services and alternative investment products such as annuities and mutual funds, trust and asset management services, loans of all types, including business loans, agriculture loans, real estate-secured (mortgage) loans, personal use loans, home improvement loans, automobile loans, manufactured housing loans, boat loans, credit cards, letters of credit, home equity lines of credit, treasury management services, and merchant services.
We also operate a correspondent banking and capital markets division within our national bank subsidiary, of which the majority of its bond salesmen, traders and operational personnel are housed in facilities located in Atlanta, Georgia, Memphis, Tennessee, Walnut Creek, California, and Birmingham, Alabama. This division’s primary revenue generating activities are related to its capital markets division, which includes commissions earned on fixed income security sales, fees from hedging services, loan brokerage fees and consulting fees for services related to these activities; and its correspondent banking division, which includes spread income earned on correspondent bank deposits (i.e., federal funds purchased) and correspondent bank checking account deposits and fees from safe-keeping activities, bond accounting services for correspondents, asset/liability consulting related activities, international wires, and other clearing and corporate checking account services. The correspondent banking and capital markets division was expanded with the Bank’s acquisition of SouthState|Duncan-Williams.
We earned net income of $496.0 million, or $6.60 diluted earnings per share (“EPS”), during 2022 compared to net income of $475.5 million, or $6.71 diluted EPS, in 2021. Net income available to the common shareholders was up $20.5 million, or 4.3%, in 2022 compared to 2021. For further discussion of the Company’s results of operations for the year ended December 31, 2022 as compared to the year ended December 31, 2021, and the year ended December 31, 2021 as compared to the year ended December 31, 2020, see Results of Operations section of this MD&A starting on page 55.
At December 31, 2022, we had total assets of approximately $43.9 billion compared to approximately $41.8 billion at December 31, 2021. See the Financial Condition section of this MD&A starting on page 66 for a more detailed description of the change in our balance sheet.
Our asset quality results remained strong in December 31, 2022, net charge offs as a percentage of average loans increased slightly to 0.02% compared to 0.01% for the year ended December 31, 2021. The total nonperforming assets (“NPAs”) increased $26.0 million to $109.7 million at December 31, 2022 from $83.7 million at December 31, 2021. Acquired NPAs increased $2.6 million to $62.5 million at December 31, 2022 from $59.8 million at December 31, 2021. Acquired nonperforming loans increased $4.6 million and acquired OREO and other nonperforming assets decreased $2.0 million. Non-acquired NPAs increased $23.4 million to $47.3 million at December 31, 2022 from $23.9 million at December 31, 2021, which was related to an increase in non-acquired
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nonperforming loans of $23.7 million. Non-acquired OREO and other NPAs declined by $345,000 to $245,000 as of December 31, 2022 compared to $590,000 as of December 31, 2021. The total NPAs as a percentage of total assets increased 5 basis points to 0.25% at December 31, 2022 as compared to 0.20% at December 31, 2021.
Our efficiency ratio was 54.2% at December 31, 2022 compared to 65.5% at December 31, 2021. The improvement in our efficiency ratio was due to both the effects of a 2.0% decrease in noninterest expense and the 18.6% increase in the total of tax-equivalent (“TE”) net interest income and noninterest income. The Company’s net interest income has increased significantly in 2022 with the current rising rate environment.
We continue to remain well-capitalized with a total risk-based capital ratio of 13.0% and a Tier 1 leverage ratio of 8.7%, as of December 31, 2022, compared to 13.6% and 8.1%, respectively, at December 31, 2021. The total risk-based capital ratio decreased due to the additional risk-weighted assets acquired through the acquisition of Atlantic Capital in the first quarter of 2022, which on average, had a higher risk weighting, the reduction in cash and cash equivalents during the year, which are lower risk weighted assets, and due to the organic growth in loans during 2022, which have a higher risk weighting. The effects on our ratios from the increase in risk-weighted assets were partially offset by an increase in total risk-based capital due to net income recognized in 2022, the addition to the net equity of $657.8 million issued for the Atlantic Capital acquisition and the $75.0 million in subordinated debentures assumed from Atlantic Capital that qualify as Tier 2 risk-based capital. These increases in capital were partially offset by the $119.3 million of stock repurchases completed during 2022, including shares withheld for taxes pertaining to the vesting of equity awards, along with the dividend paid to shareholders of $146.5 million and the redemption of $13.0 million of subordinated debentures on June 30, 2022. The Tier 1 leverage ratios for both the Company and Bank increased compared to December 31, 2021, as the percentage increase in Tier 1 capital was greater than the percentage increase in average assets during 2022, due mainly to net income and equity issued in the Atlantic Capital acquisition. We believe our current capital ratios position us well to grow both organically and through certain strategic opportunities. For further discussion of the Company’s financial condition as of December 31, 2022 compared to December 31, 2021, see Financial Condition section of this MD&A starting on page 66.
Recent Events
Atlantic Capital Bancshares, Inc. Merger
On March 1, 2022, the Company acquired all of the outstanding common stock of Atlantic Capital in a stock transaction. Upon the terms and subject to the conditions set forth therein, Atlantic Capital merged with and into the Company, with the Company continuing as the surviving corporation in the merger. Immediately following the merger, Atlantic Capital’s wholly owned banking subsidiary, Atlantic Capital Bank, N.A. (“ACB”) merged with and into the Bank, the surviving bank in the bank merger.
Shareholders of Atlantic Capital received 0.36 shares of the Company’s common stock for each share of Atlantic Capital common stock they owned. In total, the purchase price for Atlantic Capital was $657.8 million.
In the acquisition, the Company acquired $2.4 billion of loans, including Paycheck Protection Program (“PPP”) loans, at fair value, net of $54.3 million, or 2.24%, estimated discount to the outstanding principal balance, representing 10.0% of the Company’s total loans at December 31, 2021. Of the total loans acquired, management identified $137.9 million that had more than insignificantly deteriorated since origination and were thus determined to be PCD loans. Additional details regarding the Atlantic Capital merger are discussed in Note 2 — Mergers and Acquisitions.
Branch Consolidation and Other Cost Initiatives
As a part of the ongoing evaluation of customer service delivery and efficiencies, the Company consolidated 32 branch locations in the third and fourth quarters of 2022. The annual savings in 2023 of these closures, which primarily includes personnel, facilities, and equipment cost, is expected to be $12.0 million, and the impact in 2022 was approximately $3.5 million. These consolidated locations were in Florida, South Carolina, Georgia, North Carolina and Virginia.
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Capital Management
On June 7, 2022, the Company received Federal Reserve Board’s supervisory nonobjection on the 2022 Stock Repurchase Program, which was previously approved by the Board of Directors of the Company in April 2022, contingent upon receipt of such supervisory nonobjection. The aggregate number of shares of common stock the Company is authorized to repurchase totaled 4,120,021 million shares, which includes 370,021 shares remaining from the Company’s 2021 Stock Repurchase Plan. During 2022, the Company did not repurchase any shares pursuant to the 2022 Stock Repurchase Program. During the first quarter of 2022, before the approval of the 2022 Stock Repurchase Program, the Company repurchased a total of 1,312,038 shares at a weighted average price of $83.99 per share pursuant to the 2021 Stock Repurchase Plan.
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared based on the application of accounting policies in accordance with generally accepted accounting principles (“GAAP”) and follow general practices within the banking industry. Our financial position and results of operations are affected by management’s application of accounting policies, including estimates, assumptions and judgments made to arrive at the carrying value of assets and liabilities and amounts reported for revenues and expenses. Differences in the application of these policies could result in material changes in our consolidated financial position and consolidated results of operations and related disclosures. Understanding our accounting policies is fundamental to understanding our consolidated financial position and consolidated results of operations. Accordingly, our significant accounting policies and changes in accounting principles and effects of new accounting pronouncements are discussed in Note 1 of our audited consolidated financial statements.
The following is a summary of our critical accounting policies that are highly dependent on estimates, assumptions and judgments.
Business Combinations
We account for 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. We adopted ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, on January 1, 2020 which now requires us to record purchased financial assets with credit deterioration (PCD assets), defined as a more-than-insignificant deterioration in credit quality since origination or issuance, at the purchase price plus the allowance for credit losses expected at the time of acquisition. Under this method, there is no provision for credit losses affecting net income on acquisition of PCD assets. Changes in estimates of expected credit losses after acquisition are recognized as provision for credit loss expense (or recovery of credit losses) in subsequent periods as they arise. Any non-credit discount or premium resulting from acquiring a pool of purchased financial assets with credit deterioration shall be allocated to each individual asset. At the acquisition date, the initial allowance for credit losses determined on a collective basis shall be allocated to individual assets to appropriately allocate any non-credit discount or premium. The non-credit discount or premium, after the adjustment for the allowance for credit losses, shall be accreted into interest income using the interest method based on the effective interest rate determined after the adjustment for credit losses at the adoption date.
A purchased financial asset that does not qualify as a PCD asset is accounted for similar to an originated financial asset. Generally, this means that an entity recognizes the allowance for credit losses for non-PCD assets through net income at the time of acquisition. In addition, both the credit discount and non-credit discount or premium resulting from acquiring a pool of purchased financial assets that do not qualify as PCD assets shall be allocated to each individual asset. This combined discount or premium shall be accreted into interest income using the effective yield method.
For further discussion of our loan accounting and acquisitions, see Note 1—Summary of Significant Accounting Policies, Note 2—Mergers and Acquisitions, Note 4—Loans and Note 5—Allowance for Credit Losses to the audited condensed consolidated financial statements.
Allowance for Credit Losses or ACL
The ACL reflects management’s estimate of expected credit losses that will result from the inability of our
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borrowers to make required loan payments. Management used the systematic methodology to determine its ACL for loans held for investment and certain off-balance-sheet credit exposures. Management considers the effects of past events, current conditions, and reasonable and supportable forecasts on the collectability of the loan portfolio. The Company’s estimate of its ACL involves a high degree of judgment; therefore, management’s process for determining expected credit losses may result in a range of expected credit losses. It is possible that others, given the same information, may at any point in time reach a different reasonable conclusion. The Company’s ACL recorded on the balance sheet reflects management’s best estimate within the range of expected credit losses. The Company recognizes in net income the amount needed to adjust the ACL for management’s current estimate of expected credit losses. See Note 1—Summary of Significant Accounting Policies for further detailed descriptions of our estimation process and methodology related to the ACL. See also Note 5—Allowance for Credit Losses and “Provision for Credit Losses” in this MD&A.
Other Real Estate Owned and Bank Property Held For Sale
Other real estate owned (“OREO”) consists of properties obtained through foreclosure or through a deed in lieu of foreclosure in satisfaction of loans. Both OREO and bank property held for sale are recorded at the lower of cost or fair value and the fair value was determined on the basis of current valuations obtained principally from independent sources, adjusted for estimated selling costs. At the time of foreclosure or initial possession of collateral, for OREO, any excess of the loan balance over the fair value of the real estate held as collateral is treated as a charge against the ACL. At the time a bank property is no longer in service and is moved to held for sale, any excess of the current book value over fair value is recorded as Noninterest Expense in the Consolidated Statements of Income. Subsequent adjustments to this value are described below in the following paragraph.
We report subsequent declines in the fair value of OREO and bank properties held for sale below the new cost basis through valuation adjustments. Significant judgment and complex estimates are required in estimating the fair value of these properties, and the period of time within which such estimates can be considered current is significantly shortened during periods of market volatility. In response to market conditions and other economic factors, management may utilize liquidation sales as part of its problem asset disposition strategy. As a result of the significant judgments required in estimating fair value and the variables involved in different methods of disposition, the net proceeds realized from sales transactions could differ significantly from the current valuations used to determine the fair value of these properties. Management reviews the value of these properties periodically and adjusts the values as appropriate. Revenue and expenses from OREO operations, as well as gains or losses on sales and any subsequent adjustments to the value are recorded as OREO Expense in the Consolidated Statements of Income. Gains or losses on sale of bank properties held for sale, and generally any subsequent write-downs to the value, are recorded as a component in Other Expense in the Consolidated Statements of Income.
Goodwill and Other Intangible Assets
Goodwill represents the excess of the purchase price over the sum of the estimated fair values of the tangible and identifiable intangible assets acquired less the estimated fair value of the liabilities assumed in a business combination. As of December 31, 2022 and 2021, the balance of goodwill was $1.9 billion and $1.6 billion, respectively. Goodwill has an indefinite useful life and is evaluated for impairment annually or more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the asset’s fair value.
In January 2017, the FASB issued ASU No. 2017-04, which simplifies the accounting for goodwill impairment for all entities by requiring impairment charges to be based on Step 1 of the previous accounting guidance’s two-step impairment test under ASC Topic 350. Under the new guidance, if a reporting unit’s carrying amount exceeds its fair value, an entity will record an impairment charge based on that difference. The impairment charge will be limited to the amount of goodwill allocated to that reporting unit. The new standard eliminates the requirement to calculate a goodwill impairment charge using Step 2 which involved calculating an implied fair value of goodwill for each reporting unit for which the first step indicated impairment. The standard does not change the guidance on completing Step 1 of the goodwill impairment test. An entity will still be able to perform today’s optional qualitative goodwill impairment assessment before proceeding to the quantitative step of determining whether the reporting unit’s carrying amount exceeds it fair value.
We evaluated the carrying value of goodwill as of October 31, 2022, our annual test date, and determined that
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no impairment charge was necessary. Our stock price has historically traded above its book value. On December 31, 2022, our stock price closed at $76.36, which is above the book value of $67.04 and tangible book value of $40.09. The lowest trading price for our stock during 2022 was $72.26, which was above year-end book value and tangible book value. Based upon our internal valuation and analysis as of October 31, 2022, we determined that no impairment charge was necessary at this time. We will continue to monitor the impact of current economic conditions and other events on the Company’s business, operating results, cash flows and financial condition. If the current economic conditions and other events were to deteriorate and our stock price falls below current levels, we will have to reevaluate the impact on our financial condition and potential impairment of goodwill.
Core deposit intangibles and client list intangibles consist primarily of amortizing assets established during the acquisition of other banks. This includes whole bank acquisitions and the acquisition of certain assets and liabilities from other financial institutions. Core deposit intangibles represent the estimated value of long-term deposit relationships acquired in these transactions. Client list intangibles represent the value of long-term client relationships for the correspondent banking and wealth and trust management business. These costs are amortized over the estimated useful lives, such as deposit accounts in the case of core deposit intangible, on a method that we believe reasonably approximates the anticipated benefit stream from this intangible. The estimated useful lives are periodically reviewed for reasonableness.
Income Taxes and Deferred Tax Assets
Income taxes are provided for the tax effects of the transactions reported in our consolidated financial statements and consist of taxes currently due plus deferred taxes related to differences between the tax basis and accounting basis of certain assets and liabilities, including loans, available for sale securities, ACL, write downs of OREO properties and bank properties held for sale, accumulated depreciation, net operating loss carry forwards, accretion income, deferred compensation, intangible assets, mortgage servicing rights, and post-retirement benefits. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred tax assets and liabilities are reflected at income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled. A valuation allowance is recorded in situations where it is “more likely than not” that a deferred tax asset is not realizable. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. The Company and its subsidiaries file a consolidated federal income tax return. Additionally, income tax returns are filed by the Company or its subsidiaries in the states of Alabama, Arkansas, Arizona, California, Colorado, Florida, Georgia, Illinois, Indiana, Minnesota, Mississippi, Missouri, New Jersey, New York, North Carolina, South Carolina, Tennessee, Texas, and Virginia and city of New York City. We evaluate the need for income tax reserves related to uncertain income tax positions but had no material reserves at December 31, 2022 or 2021.
Recent Accounting Standards and Pronouncements
For information relating to recent accounting standards and pronouncements, see Note 1 to our audited consolidated financial statements entitled “Summary of Significant Accounting Policies.”
Results of Operations
Consolidated net income available to common shareholders increased by $20.5 million for the year ended December 31, 2022 compared to the year ended December 31, 2021. This increase reflects an increase in interest income and a decrease in noninterest expense. Partially offsetting these positive effects on net income was an increase in provision for credit losses, a decrease in noninterest income, an increase in interest expense, and an increase in the provision for income taxes. Below are key highlights of our results of operations during 2022:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Consolidated net income available to common shareholders increased 4.3% to $496.0 million in 2022 compared to $475.5 million in 2021, and increased $375.4 million, or 311.2%, compared to $120.6 million in 2020. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Increased interest income of $312.2 million, resulting from a $187.5 million increase in interest income from loans and loans held for sale, a $84.6 million increase in interest income from investment securities, and a $40.1 million increase in interest income on federal funds sold, securities purchased under agreement to resell and interest-bearing deposits. These increases were mainly due to the increase in yields in all categories of interest-earning assets in the current rising rate environment as the Federal Reserve Bank has |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| raised it federal funds rate 425 basis points in 2022. The increase in interest income is also due to the increase in the average balance of both loans, through organic loan growth and loans acquired through the Atlantic Capital acquisition, and investment securities, from the retained portion of the investment securities acquired from Atlantic Capital on March 1, 2022, along with the strategic decision to increase the investment securities portfolio in 2022; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Increased interest expense of $9.7 million, which resulted from a $3.8 million increase in interest expense from deposits, a $3.3 million increase in interest expense in federal funds purchased and securities sold under agreements to repurchase, a $2.6 million increase in interest expense from corporate and subordinated debentures and other borrowings. These increases were primarily due to an increase in average costs in the current rising rate environment along with a $1.7 billion increase in the average balance of interest-bearing deposits, primarily due to the interest-bearing deposits of $1.6 billion assumed from the Atlantic Capital acquisition on March 1, 2022; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Decreased noninterest income of $45.0 million, which resulted primarily from a $46.8 million decline in mortgage banking income, a $31.3 million decrease in correspondent banking and capital markets income, and a $1.1 million decrease in other noninterest income. These decreases were offset by a $16.2 million increase in service charges on deposit accounts, a $6.4 million increase in debit, prepaid, ATM and merchant card related income, a $5.9 million increase in Bank Owned Life Insurance (“BOLI”) income, a $3.8 million increase in SBA income, and a $2.0 million increase in trust and investment services income (See Noninterest Income section on page 61 for further discussion); |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Decreased noninterest expense of $18.7 million, which resulted primarily from a $36.4 million decrease in merger and branch consolidation related expense, extinguishment of debt cost of $11.7 million pertaining to the redemption of $38.5 million in trust preferred securities completed during the second quarter of 2021, and a $2.7 million decrease in occupancy expense. These decreases were partially offset by a $13.7 million increase in other noninterest expense, a $5.3 million increase in information services expense, a $5.1 million increase in FDIC assessment and other regulatory charges, a $4.7 million increase in professional fees, a $3.5 million increase in business development and staff related expense, and a $2.7 million increase in salaries and employee benefits expense (See Noninterest Expense section on page 64 for further discussion); |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | A $247.1 million increase in the provision for allowance for credit losses, as the Company recorded provision for credit losses of $81.9 million in 2022 while recording a release of the allowance for credit losses of $165.3 million in 2021; and |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Higher income tax provision of $8.6 million primarily due to the change in pretax book income between the two years. The Company recorded pretax book income of $633.4 million in 2022 compared to pretax book income of $604.3 million in 2021 The Company’s effective tax rate was 21.68% for the year ended December 31, 2022 compared to 21.30% for the year ended December 31, 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Basic earnings per common share decreased 1.6% to $6.65 in 2022, from $6.76 in 2021 and increased 202.3% from $2.20 in 2020. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Diluted earnings per common share decreased 1.6% to $6.60 in 2022, from $6.71 in 2021, and increased 201.4% from $2.19 in 2020. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Return on average assets was 1.12% in 2022, a decrease compared to 1.19% in 2021 and an increase compared to 0.42% in 2020. The decrease in 2022 compared to 2021 was driven by the increase in total average assets of 11.6%, or $4.6 billion, to $44.5 billion in 2022 being greater than the increase in net income of 4.3%, or $20.5 million, to $496.0 million. The increase in average assets was mainly due to both increases in loans and investment securities through both the Atlantic Capital acquisition and organic growth. The increase in 2021 compared to 2020 was driven by the growth in net income of 294.2%, or $354.9 million, to $475.5 million being greater than the increase in total average assets of 38.5%, or $11.1 billion, to $39.8 billion in 2021, mainly related to the full year impact in 2021 from the merger with CenterState completed during the second quarter of 2020 along with the change in the provision for credit losses as the Company had a release of provision of $165.3 million in 2021 compared to provision of $236.0 million in 2020. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Return on average common shareholders’ equity decreased to 9.84% in 2022, compared to 10.01% in 2021, and an increase from 3.35% in 2020. The decrease in 2022 compared to 2021 was driven by the higher growth in average common shareholders’ equity of 6.1%, or $291.4 million 2021 compared to the growth in net income |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| of 4.3%, or $20.5 million, to $496.0 million. The increase in 2021 compared to 2020 was driven by the greater growth in net income of 294.2%, or $354.9 million, to $475.5 million compared to an increase in average common shareholders’ equity of 31.7%, or $1.1 billion, in 2021. As mentioned above, the increase in net income in 2021 was mainly due to a full year’s impact from the merger with CenterState, along with the reversals of provision for credit losses in 2021 resulting from improved economic forecasts related to the COVID-19 pandemic. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Our dividend payout ratio was 29.54% for 2022 compared with 28.43% in 2021 and 81.45% in 2020. The increase in the dividend payout ratio in 2022 compared to 2021 was due to the increase in total dividends paid during 2022 of 8.3%, or $11.3 million being greater than the increase in net income available to common shareholders, which increased 4.3%. The decrease in the dividend payout ratio in 2021 compared to 2020 was due to the growth in net income available to common shareholders, which increased 294.2%, being greater than the increase in dividends paid of 37.7%, or $37.1 million. |
Net Interest Income
Net interest income is the largest component of our net income. Net interest income is the difference between income earned on interest-earning assets and interest paid on deposits and borrowings. Net interest income is determined by the yields earned on interest-earning assets, rates paid on interest-bearing liabilities, the relative balances of interest-earning assets and interest-bearing liabilities, the degree of mismatch, and the maturity and repricing characteristics of interest-earning assets and interest-bearing liabilities. Net interest income divided by average interest-earning assets represents our net interest margin.
In March of 2020, the Federal Reserve dropped the federal funds target rate 150 basis points to a range of 0.00% to 0.25% in reaction to the COVID-19 pandemic. During 2022, the Federal Reserve raised interest rates one time by 25 basis points, two times by 50 basis points, and four times by 75 basis points from a range of 0.00% to 0.25% to a range of 4.25% to 4.50%. As a result, the Company operated under an increasing rate environment for the majority of 2022.
2022 compared to 2021
Net interest income and net interest margin are highlighted for the year ended December 31, 2022, compared to 2021:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Both the non-tax equivalent and the tax equivalent net interest margin increased by 45 basis points in 2022 compared to 2021. While the yield on interest-earning assets increased 45 basis points, the cost of interest-bearing liabilities marginally increased 3 basis points. The increase in the net interest margin was primarily due to the rising rate environment in effect during 2022 as our interest-earning assets have repriced more quickly than our interest-bearing liabilities. The increase was also due to a change in asset mix as the lower yielding interest-bearing deposit and federal funds sold declined in 2022, while our higher yielding loan portfolio and investments increased. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Overall, our yield on interest-earning assets in 2022 increased 45 basis points from 2021, primarily due to higher yields on all interest-earning assets as the Federal Reserve Bank raised interest rates 425 basis points starting late in first quarter of 2022. The increases in interest rates, in combination with the increase in the average balance of the higher yielding loan portfolio of $3.3 billion and the investment portfolio of $2.7 billion, along with the decline in the average balance of lower yielding interest-earning deposits and federal funds sold of $1.6 billion, affected the overall yield increase between the comparable periods. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | The average cost of interest-bearing liabilities in 2022 compared to 2021 increased 3 basis points. This increase was driven by the effects from the rising rate environment on the repricing of variable rate products, including interest-bearing and savings deposits, federal funds purchased and trust preferred corporate debt. The cost of interest-bearing and savings deposits increased 5 basis points, while the cost of federal funds purchased increased 126 basis points and the cost of corporate and subordinated debentures increased 12 basis points. Overall, interest-bearing deposits have been slower to reprice in the rising rate environment. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Our net interest income increased by $302.5 million, or 29.3%, to $1.3 billion during 2022, compared to 2021, as interest income increased $312.2 million and interest expense only increased $9.7 million. |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Our interest income increased by $312.2 million due to - |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ◾ | Higher non-acquired loan interest income of $235.2 million due to a higher average balance of $5.0 billion, higher investment securities interest income of $84.6 million because of a higher average balance of $2.7 billion, and higher federal funds sold and repurchase agreements interest income of $40.1 million due to the rising rate environment in effect during the current year even though the average balance was lower by $1.6 billion. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ◾ | These increases in interest income were partially offset by lower interest income on acquired loans of $43.6 million due to a lower average balance of $1.6 billion resulting from paydowns, pay-offs and renewals of acquired loans that are moved to our non-acquired loan portfolio. Interest income on loans held for sale also declined by $4.1 million due to a lower average balance of $177.9 million. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Our interest expense increased by of $9.7 million in 2022 compared to 2021 due to – |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ◾ | Interest expense on interest-bearing deposits increasing $3.8 million because of a slight increase in the average cost of 1 basis point along with a $1.7 billion increase in the average balance, interest expense on federal funds purchased increasing $3.3 million because of an increase in the average cost of 126 basis points, and interest expense related to other borrowings increasing $2.6 million because of an increase in the average cost of 14 basis points. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average interest-earning assets increased $4.3 billion, or 12.0%, to $39.9 billion in 2022 compared to 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | The increase in the average balance on non-acquired loan portfolio of $5.0 billion was due to organic growth and renewals of matured acquired loans that are moved to our non-acquired loan portfolio. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | The decrease in the average balance on the acquired loan portfolio of $1.6 billion was due to paydowns, pay-offs and renewals of acquired loans that are moved to our non-acquired loan portfolio. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | The increase in the average balance in investment securities of $2.7 billion was a result of the Bank using a portion of the excess funds to increase the size of its investment securities, along with the Bank’s strategy on replacing lower yielding securities with higher yielding securities as interest rates started to increase in the first quarter of 2022, in addition to retaining a portion of the investment securities acquired from Atlantic Capital on March 1, 2022. The excess liquidity was from the growth in deposits in 2021 and during the first half of 2022. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average interest-bearing liabilities increased $1.6 billion, or 6.8%, to $24.8 billion in 2022 compared to 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | The average balance of interest-bearing deposits increased $1.7 billion, primarily due to the interest-bearing deposits of $1.6 billion assumed from the Atlantic Capital acquisition on March 1, 2022. The average balance of lower costing interest-bearing transaction accounts, money market accounts and savings accounts increased $2.4 billion, while the average balance of higher costing time deposits declined $631.7 million in 2022 compared to 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | The average balance of federal funds purchased decreased $204.2 million and repurchase agreements decreased $357,000. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | The average balance of other borrowings increased by $42.3 million due to $78.4 million of subordinated debentures assumed from Atlantic Capital on March 1, 2022, partially offset by the redemption of $13.0 million of subordinated debentures in late June 2022. |
2021 compared to 2020
Net interest income and net interest margin highlighted for the year ended December 31, 2021, compared to 2020:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Our net interest income increased by $206.7 million, or 25.0%, to $1.0 billion during 2021, compared to 2020, as interest income increased $174.8 million and interest expense declined $31.9 million. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Our interest income increased by $174.8 million due to - |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ◾ | Higher non-acquired loan interest income of $115.1 million due to a higher average balance of $3.4 billion, higher investment securities interest income of $32.9 million because of higher average balances of $2.9 billion, acquired loan interest income increasing by $25.7 million because of higher |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| average balances in acquired loans of $1.4 billion, and higher federal funds sold and repurchase agreements interest income of $2.5 million because of higher average balances of $2.6 billion. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ◾ | These increases in interest income were partially offset by lower interest income of $1.5 million on loans held for sale due to lower average balances of $54.3 million. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ◾ | The effects from the increases in the average balance of interest-earning assets have outweighed the effects of the declines in average yields in 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Average interest-earning assets increased $10.2 billion, or 39.9%, to $35.6 billion in 2021, compared to 2020. The increase in the average balance on the non-acquired loan portfolio of $3.4 billion was due to organic growth and renewals of acquired loans that are moved to our non-acquired loan portfolio. The increase in the average balance on the acquired loan portfolio of $1.4 billion was due to the loans acquired from the merger with CenterState, which were outstanding for 207 days in 2020. Although the acquired loan portfolio increased from 2020, it has declined throughout 2021 due to paydowns, pay-offs and renewals of acquired loans that are moved to our non-acquired loan portfolio. The increase in the average balance of investment securities of $2.9 billion was a result of the Company’s decision to strategically increase the investment portfolio due to the excess liquidity from deposit growth. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Overall, our yield on interest-earning assets in 2021 declined 52 basis points from 2020, due to the falling interest rate environment resulting from the drops in the federal funds rate made by the Federal Reserve in March 2020. The yield on the non-acquired loan portfolio decreased 12 basis points, the acquired loan portfolio yield declined 41 basis points, the yield on investment securities dropped by 36 basis points, and on the yield on federal funds sold, securities purchased under agreements to resell and interest-bearing deposits decreased by 3 basis points. The yield on loans held for sale remained flat. The yield on interest-earning assets also declined as the average balance of lower yielding federal funds sold, securities purchased under agreements to resell, interest-bearing deposits and investment securities increased as a percentage of total interest-earning assets from 22.8% to 31.6%. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Our interest expense declined by of $31.9 million in 2021 compared to 2020 due to – |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ◾ | Interest expense on interest-bearing deposits declining $22.3 million because of a reduction in the average cost of 21 basis points, interest expense related to other borrowings declined $8.9 million because of a lower average balance of $662.6 million, and the interest expense on repurchase agreements declined $790,000 because of a decrease in the average cost of 27 basis points. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ◾ | The effects from the declines in average cost of interest-bearing liabilities have outweighed the effects of the increases in average balance in 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Average interest-bearing liabilities increased $6.2 billion, or 36.1%, to $23.2 billion in 2021 compared to 2020 mainly due the interest-bearing liabilities assumed from CenterState, which were outstanding for 207 days in 2020. The average balance of interest-bearing deposits increased $6.5 billion, the average balance of federal funds purchased increased $259.7 million and repurchase agreements increased $65.1 million. The average balance on other borrowing decreased $662.6 million. Within other borrowings, the average balance on corporate and subordinated debentures increased $81.4 million as the Company assumed $271.5 million in borrowings in the merger with CenterState. The increase related to the merger was partially offset by the Company’s redemption of $63.5 million of subordinated debentures and trust preferred securities assumed from the CenterState merger in June 2021. The average balance of FHLB and FRB borrowings decreased $744.0 million due to the Company’s strategic decision to payoff $700.0 million of FHLB advances (along with the termination of interest rate hedges on these borrowings) in the fourth quarter of 2020. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | The average cost of interest-bearing liabilities in 2021 compared to 2020 decreased 27 basis points. This decrease occurred in all categories of funding, except for other borrowings which increased 229 basis points in 2021. The primary cause for the lower cost on interest-bearing deposits of 21 basis points, federal funds purchased of 8 basis points and repurchase agreements of 27 basis points was the continued low interest rate environment. The cause for the increase in cost on other borrowings in 2021 is due to having a full year’s impact from the higher cost of subordinated debt assumed in the CenterState merger along with the effects of paying off the lower cost FHLB and FRB borrowings (along with the termination of the interest rate hedges on these borrowing) in the fourth quarter of 2020. |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The non-tax equivalent net interest margin decreased by 35 basis points (34 basis point decline on a tax equivalent basis) in 2021 compared to 2020 due to the decline in the yield on interest earning assets of 52 basis points, which was only partially offset by a decrease in cost of interest-bearing liabilities of 27 basis points. |
Table 1—Yields on Average Interest-Earning Assets and Rates on Average Interest-Bearing Liabilities
| | | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, | |||||||||||||||||||||||
| | | 2022 | | 2021 | | 2020 | |||||||||||||||||||
| | | | | | Interest | | Average | | | | | Interest | | Average | | | | | Interest | | Average | ||||
| | | Average | | Earned/ | | Yield/ | | Average | | Earned/ | | Yield/ | | Average | | Earned/ | | Yield/ | |||||||
| (Dollars in thousands) | Balance | Paid | Rate | Balance | Paid | Rate | Balance | Paid | Rate | ||||||||||||||||
| Assets | | | | | | | | | | | | | | | | | | | | | | | | | |
| Interest‑earning assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
| Non‑acquired loans, net of unearned income(1) | | $ | 19,094,680 | | $ | 769,766 | 4.03 | % | $ | 14,121,233 | | $ | 534,565 | 3.79 | % | $ | 10,728,150 | | $ | 419,458 | 3.91 | % | |||
| Acquired loans, net | | 8,361,454 | | 405,578 | 4.85 | % | 9,997,279 | | 449,153 | 4.49 | % | 8,643,706 | | 423,433 | 4.90 | % | |||||||||
| Loans held for sale | | 64,684 | | 2,682 | 4.15 | % | 242,584 | | 6,801 | 2.80 | % | 296,914 | | 8,308 | 2.80 | % | |||||||||
| Investment securities(2): | | | | | | | | | | | | | | | | | | | | | | | | | |
| Taxable | | 7,569,603 | | 149,790 | 1.98 | % | 5,208,857 | | 76,850 | 1.48 | % | 2,588,208 | | 47,420 | 1.83 | % | |||||||||
| Tax‑exempt | | 874,255 | | 22,361 | 2.56 | % | 569,676 | | 10,715 | 1.88 | % | 322,947 | | 7,212 | 2.23 | % | |||||||||
| Federal funds sold and securities purchased under agreements to resell and time deposits | | 3,917,233 | | 46,848 | 1.20 | % | 5,481,018 | | 6,720 | 0.12 | % | 2,880,699 | | 4,198 | 0.15 | % | |||||||||
| Total interest‑earning assets | | 39,881,909 | | 1,397,025 | 3.50 | % | 35,620,647 | | 1,084,804 | 3.05 | % | 25,460,624 | | 910,029 | 3.57 | % | |||||||||
| Noninterest‑earning assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cash and due from banks | | 550,733 | | | | | | | 495,910 | | | | | | | 312,832 | | | | | | | |||
| Other assets | | 4,361,927 | | | | | | | 4,112,373 | | | | | | | 3,287,870 | | | | | | | |||
| Allowance for loan losses | | (314,094) | | | | | | | (381,244) | | | | | | | (299,814) | | | | | | | |||
| Total noninterest‑earning assets | | 4,598,566 | | | | | | | 4,227,039 | | | | | | | 3,300,888 | | | | | | | |||
| Total assets | | $ | 44,480,475 | | | | | | | $ | 39,847,686 | | | | | | | $ | 28,761,512 | | | | | | |
| Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
| Interest‑bearing liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
| Deposits | | | | | | | | | | | | | | | | | | | | | | | | | |
| Transaction and money market accounts | | $ | 17,515,277 | | $ | 27,408 | 0.16 | % | $ | 15,639,103 | | $ | 15,240 | 0.10 | % | $ | 10,473,213 | | $ | 27,306 | | 0.26 | % | ||
| Savings deposits | | 3,529,142 | | 1,781 | 0.05 | % | 3,043,977 | | 1,262 | 0.04 | % | 2,064,183 | | 2,074 | | 0.10 | % | ||||||||
| Certificates and other time deposits | | 2,673,000 | | 7,795 | 0.29 | % | 3,304,673 | | 16,680 | 0.50 | % | 2,953,735 | | 26,062 | | 0.88 | % | ||||||||
| Federal funds purchased | | 278,251 | | 3,744 | 1.35 | % | 482,471 | | 411 | 0.09 | % | 222,742 | | 382 | | 0.17 | % | ||||||||
| Securities sold with agreements to repurchase | | | 395,141 | | | 759 | | 0.19 | % | | 395,498 | | | 778 | | 0.20 | % | | 330,368 | | | 1,568 | | 0.47 | % |
| Other borrowings | | 397,113 | | 19,867 | 5.00 | % | 354,799 | | 17,258 | 4.86 | % | 1,017,435 | | 26,172 | | 2.57 | % | ||||||||
| Total interest‑bearing liabilities | | 24,787,924 | | 61,354 | 0.25 | % | 23,220,521 | | 51,629 | 0.22 | % | 17,061,676 | | 83,564 | | 0.49 | % | ||||||||
| Noninterest‑bearing liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
| Noninterest‑bearing deposits | | 13,481,876 | | | | | | | 11,026,104 | | | | | | | 7,148,289 | | | | | | | |||
| Other liabilities | | 1,170,394 | | | | | | | 852,135 | | | | | | | 946,131 | | | | | | | |||
| Total noninterest‑bearing liabilities | | 14,652,270 | | | | | | | 11,878,239 | | | | | | | 8,094,420 | | | | | | | |||
| Shareholders’ equity | | 5,040,281 | | | | | | | 4,748,926 | | | | | | | 3,605,416 | | | | | | | |||
| Total noninterest‑bearing liabilities and shareholders’ equity | | 19,692,551 | | | | | | | 16,627,165 | | | | | | | 11,699,836 | | | | | | | |||
| Total liabilities and shareholders’ equity | | $ | 44,480,475 | | | | | | | $ | 39,847,686 | | | | | | | $ | 28,761,512 | | | | | | |
| Net interest spread | | | | | | | 3.25 | % | | | | | | 2.83 | % | | | | | | 3.08 | % | |||
| Net interest income and margin (non‑taxable equivalent) | | | | | $ | 1,335,671 | 3.35 | % | | | | $ | 1,033,175 | 2.90 | % | | | | $ | 826,465 | 3.25 | % | |||
| TEFRA (included in net interest margin, tax equivalent) | | | | | | 8,876 | | | | | | | | 5,921 | | | | | | | | 4,592 | | | |
| Net interest income and margin (taxable equivalent) | | | | | $ | 1,344,547 | 3.37 | % | | | | $ | 1,039,096 | 2.92 | % | | | | $ | 831,057 | 3.26 | % | |||
| Total Deposit Cost (without other borrowings) | | | | | | | | 0.10 | % | | | | | | | 0.10 | % | | | | | | | 0.24 | % |
| Overall Cost of Funds (including interest-bearing deposits) | | | | | | | 0.16 | % | | | | | | 0.15 | % | | | | | | 0.35 | % |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (1) | Nonaccrual loans are included in the above analysis. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (2) | Investment securities (taxable and tax-exempt) include trading securities. |
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Table 2—Volume and Rate Variance Analysis
| | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | 2022 Compared to 2021 | | 2021 Compared to 2020 | |||||||||||||||
| | | Increase (Decrease) due to | | Increase (Decrease) due to | |||||||||||||||
| (Dollars in thousands) | Volume(1) | Rate(1) | Total | Volume(1) | Rate(1) | Total | |||||||||||||
| Interest income on: | | | | | | | | | | | | | | | | | | | |
| Non‑acquired loans, net of unearned income(2) | | $ | 188,272 | | $ | 46,929 | | $ | 235,201 | | $ | 132,666 | | $ | (17,559) | | $ | 115,107 | |
| Acquired loans | | (73,494) | | 29,919 | | (43,575) | | 66,308 | | (40,588) | | 25,720 | | ||||||
| Loans held for sale | | (4,988) | | 869 | | (4,119) | | (1,520) | | 13 | | (1,507) | | ||||||
| Investment securities: | | | | | | | | | | | | | | | | | | | |
| Taxable | | 34,830 | | 38,110 | | 72,940 | | 48,014 | | (18,584) | | 29,430 | | ||||||
| Tax exempt(3) | | 5,729 | | 5,917 | | 11,646 | | 5,510 | | (2,007) | | 3,503 | | ||||||
| Federal funds sold and securities purchased under agreements to resell and time deposits | | (1,917) | | 42,045 | | 40,128 | | 3,789 | | (1,267) | | 2,522 | | ||||||
| Total interest income | | 148,432 | | 163,789 | | 312,221 | | 254,767 | | (79,992) | | 174,775 | | ||||||
| Interest expense on: | | | | | | | | | | | | | | | | | | | |
| Deposits | | | | | | | | | | | | | | | | | | | |
| Transaction and money market accounts | | 1,828 | | 10,340 | | 12,168 | | 13,469 | | (25,535) | | (12,066) | | ||||||
| Savings deposits | | 201 | | 318 | | 519 | | 984 | | (1,796) | | (812) | | ||||||
| Certificates and other time deposits | | (3,188) | | (5,697) | | (8,885) | | 3,096 | | (12,478) | | (9,382) | | ||||||
| Federal funds purchased | | (174) | | 3,507 | | 3,333 | | 445 | | (416) | | 29 | | ||||||
| Securities sold under agreements to repurchase | | | (1) | | | (18) | | | (19) | | | 309 | | | (1,099) | | | (790) | |
| Other borrowings | | 2,058 | | 551 | | 2,609 | | (17,045) | | 8,131 | | (8,914) | | ||||||
| Total interest expense | | 724 | | 9,001 | | 9,725 | | 1,258 | | (33,193) | | (31,935) | | ||||||
| Net interest income | | $ | 147,708 | | $ | 154,788 | | $ | 302,496 | | $ | 253,509 | | $ | (46,799) | | $ | 206,710 | |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (1) | The rate/volume variance for each category has been allocated on the same basis between rate and volumes. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (2) | Nonaccrual loans are included in the above analysis. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (3) | Tax exempt income is not presented on a taxable-equivalent basis in the above analysis. |
Noninterest Income and Expense
Noninterest income provides us with additional revenues that are significant sources of income. In 2022, 2021, and 2020, noninterest income comprised 18.8%, 25.5%, and 27.4%, respectively, of total net interest income and noninterest income. Beginning in 2020 with the adoption of CECL, recoveries on acquired loans are no longer recorded through the income statement but are recorded through the allowance for credit losses on the balance sheet.
Table 3—Noninterest Income for the Three Years
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, | ||||||||
| (Dollars in thousands) | 2022 | 2021 | 2020 | |||||||
| Service charges on deposit accounts | | $ | 82,165 | | $ | 65,973 | | $ | 55,669 | |
| Debit, prepaid, ATM and merchant card related income | | 46,063 | | 39,668 | | 28,650 | | |||
| Mortgage banking income | | 17,790 | | 64,599 | | 106,202 | | |||
| Trust and investment services income | | 39,019 | | 36,981 | | 29,437 | | |||
| Correspondent banking and capital market income | | | 78,755 | | | 110,048 | | | 64,743 | |
| Securities gains, net | | 30 | | 102 | | 50 | | |||
| SBA income | | 15,636 | | 11,865 | | 5,721 | | |||
| Bank owned life insurance income | | | 24,311 | | | 18,410 | | | 11,379 | |
| Other | | 5,478 | | 6,606 | | 9,289 | | |||
| Total noninterest income | | $ | 309,247 | | $ | 354,252 | | $ | 311,140 | |
2022 compared to 2021
Our noninterest income decreased 12.7% for the year ended December 31, 2022 compared to 2021. This change in total noninterest income resulted from the following:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Mortgage banking income decreased by $46.8 million, or 72.5%, which was comprised of $45.5 million, or 75.5%, decrease from mortgage income in the secondary market and a $1.3 million, or 30.1%, decrease from mortgage servicing related income, net of the hedge. Starting in the second quarter of 2021, the Company allocated a lower percentage of its mortgage production and pipeline to the secondary market, which resulted in a decrease in mortgage income from the secondary market. The allocation of mortgage production between |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| portfolio and secondary market depends on the Company’s liquidity, market spreads and rate changes during each period and will fluctuate year to year. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | During 2022, mortgage income from the secondary market comprised of a $4.8 million increase in the change in fair value of the pipeline, loans held for sale and MBS forward trades and a $50.4 million decrease in the net gain on sale of mortgage loans due to overall lower mortgage production in 2022, along with the lower allocation of mortgage production going to the secondary market. Mortgage commission expense was $12.8 million during 2022 compared to $27.2 million during 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | The decrease in mortgage servicing related income, net of the hedge during 2022 was due to a $3.4 million decrease in the change in fair value of the MSR including decay, which was partially offset by a $2.1 million increase from servicing fee income. The decrease in the change in fair value of the MSR was primarily due to an increase in losses on the MSR hedge of $13.3 million, offset by an increase in the change in fair value from interest rates of $5.0 million and a $5.0 million decline in MSR decay as interest rates have increased since 2021. The increase in the servicing fee income is due to the increase in size of the servicing portfolio. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Correspondent banking and capital markets income for 2022 decreased by $31.3 million, or 28.4%, from 2021. The decline was due to lower commissions and fees earned on fixed income security sales during 2022 as the volume in sales declined from 2021 and due to expense attributable to the variation margin payments for the centrally cleared swaps. During 2022, the Company determined the variation margin payments for its interest rate swaps centrally cleared through London Clearing House (“LCH”) and Chicago Mercantile Exchange (“CME”) met the legal characteristics of daily settlements of the derivatives rather than collateral. The expense or income attributable to the variation margin payments for the centrally cleared swaps is now reported in noninterest income, specifically within Correspondent and Capital Markets Income, as opposed to interest income or interest expense. We recorded expense of $14.0 million related to variation margin payments in 2022 compared to income of $43,000 in 2021. The increase in expense in 2022 was due to the rise in interest rates which caused a decline in value in our centrally cleared interest rate swaps with LCH and CME. Refer to Note 1—Summary of Significant Accounting Policies, sections titled “Derivative Financial Instruments” and “Reclassifications” for a detailed discussion. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Service charges on deposit accounts were higher in 2022 by $16.2 million, or 24.5%, compared to 2021. During the third quarter of 2022, the Company modified its consumer overdraft program to eliminate Non-Sufficient Funds (“NSF”) fees as well as transfer fees to cover overdrafts. We also started offering a deposit product with no overdraft fees. However, mainly due to the increase in numbers of customers and activity through the Atlantic Capital merger completed during the first quarter of 2022, service charge account maintenance fees increased $9.8 million, NSF and Automated Overdraft Privilege (“AOP”) charges increased $4.1 million, and commissions from sales of checks increased $1.7 million. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Debit, prepaid, ATM and merchant card related income was higher by $6.4 million, or 16.1%, in 2022 compared to 2021. The increase in debit, prepaid, ATM and merchant card related income was mainly driven by higher debit card income, credit card sales incentive, and merchant card income resulting from the increase in activity related to the acquisition of Atlantic Capital completed in the first quarter of 2022. Debit card income (net of debit card expenses), credit card sales incentive, and merchant card related income increased by $4.1 million, $1.7 million, and by $533,000, respectively. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Bank owned life insurance income increased $5.9 million, or 32.1%, in 2022 compared to 2021. This increase was due to the purchase of $86.0 million of new policies since March 2022 and the addition of $74.6 million in bank owned life insurance through the acquisition of Atlantic Capital completed in the first quarter of 2022, along with an increase in income from the payout of bank owned life insurance policies of $1.1 million in 2022 compared to 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | SBA income, including the impact from the change to fair value accounting during 2022, increased by $3.8 million, or 31.8% compared to 2021. SBA income includes changes in fair value of the servicing asset, loan servicing fees and gains on sale of SBA loans. The increase is mainly attributable to additional business resulting from the acquisition of Atlantic Capital. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Trust and investment services income increased $2.0 million, or 5.5%, in 2022 compared to 2021. The increase was primarily due to an increase in fees earnings as the assets under management increased $53.9 million, or 0.8%, and increases in numbers of accounts and relationships under management from December 31, 2021 to December 31, 2022. |
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2021 compared to 2020
Our noninterest income increased 13.9% for the year ended December 31, 2021 compared to 2020. This change in total noninterest income resulted from the following:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Service charges on deposit accounts were higher in 2021 by $10.3 million, or 18.5%, compared to 2020, due primarily to the increase in customers and activity in 2021 through the merger with CenterState completed during the second quarter of 2020. Year-to-date 2020 only included CenterState activity from June 8, 2020 through December 31, 2020. The increase in service charges on deposit accounts was mainly driven by an increase in service charge maintenance fees on checking and savings accounts, in net NSF and overdraft protection fee income, in fees related to wire transfers and in commissions from sales of checks. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Debit, prepaid, ATM and merchant card related income was higher by $11.0 million, or 38.5%, in 2021 compared to 2020. The increase in debit, prepaid, ATM and merchant card related income was mainly driven by higher debit card, credit card sales incentive, and ATM and merchant card income due to the increase in activity related to the merger with CenterState completed in the second quarter of 2020. Year-to-date 2020 only included CenterState activity from June 8, 2020 through December 31, 2020. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Mortgage banking income decreased by $41.6 million, or 39.2%, which was comprised of $42.2 million, or 41.2%, decrease from mortgage income in the secondary market, partially offset by a $578,000, or 15.5%, increase from mortgage servicing related income, net of the hedge. During 2021, mortgage income from the secondary market comprised of a $8.9 million decline in the change in fair value of the pipeline, loans held for sale and MBS forward trades and a $33.3 million decrease in the net gain on sale of mortgage loans. Net gains on the sale of mortgage loans was $75.1 million in 2021, which is net of the commission expense related to mortgage production of $27.2 million. During the second quarter of 2021, the Company began allocating a lower percentage of its mortgage production and pipeline to the secondary market compared to 2020, which resulted in lower mortgage income from the secondary market. This change was mainly due to the increase in liquidity held at the Bank along with the reduction in the gain on sale margin in 2021 compared to 2020. The allocation of mortgage production between portfolio and secondary market depends on the Company’s liquidity, market spreads and rate changes during each period and will fluctuate quarter to quarter. The increase in mortgage servicing related income, net of the hedge during 2021 was due to a $4.4 million increase from servicing fee income, which was partially offset by a $3.8 million decrease in the change in fair value of the MSR including decay. The decrease in fair value of the MSR is due to an increase in MSR decay of $6.1 million and losses on the MSR hedge of $15.1 million, partially offset by an increase in the change in fair value from interest rates of $17.4 million compared to the 2020. The increase in the servicing fee income is due to the increase in size of the servicing portfolio during 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Trust and investment services income increased $7.5 million, or 25.6%, in 2021 compared to 2020. The increase in business through the merger with CenterState, which was completed in the second quarter of 2020, resulted in the increase in income. Also, assets under management have increased $902.0 million or 17.4% from December 31, 2020 to December 31, 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Correspondent banking and capital markets income for 2021 increased by $45.3 million from 2020. Year-to-date 2020 only included CenterState correspondent banking activity from June 8, 2020 through December 31, 2020. Also, the acquisition of SouthState|Duncan-Williams on February 1, 2021 contributed to the increase in correspondent banking and capital markets income during 2021. The income from this business includes commissions earned on fixed income security sales, fees from hedging services, loan brokerage fees and consulting fees for services related to these activities. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Bank owned life insurance income increased $7.0 million, or 61.8%, in 2021 compared to 2020. This increase was due to an increase in the cash surrender value of $8.0 million which resulted from the $333.1 million of bank owned life insurance acquired in the merger with CenterState during the second quarter of 2020, along with the purchase of $205.6 million of policies in April 2021. This increase was partially offset by a $1.0 million decline in income resulting from the payout of insurance policies. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | SBA income increased by $6.1 million, or 107.4% compared to 2020. This increase was due to increases in SBA loan servicing fees and gains on sale of SBA loans which was mainly attributable to having a full year of activity from the CenterState merger in 2021 compared to a partial year in 2020. |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Other income decreased by $2.7 million or 28.9% in 2021 compared to 2020. This decrease was mainly due to recording a one-time adjustment of $3.6 million in income in 2020 related to the credit valuation adjustment on the Company’s back-to-back interest rate swaps. This decrease was partially offset by an increase in Small Business Investment Company (“SBIC”) investment income of $2.1 million during 2021 as the Company increased its SBIC investment portfolio during 2020 and 2021. |
Noninterest expense represents the largest expense category for our company. During 2022 and 2021, we continued to emphasize careful controls around our noninterest expense. With that, our expenses in 2022 decreased $18.7 million or 2.0% from 2021. Noninterest expense increased $150.8 million or 18.9% in 2021 from 2020, which was mainly attributable to having a full year of activity from the CenterState merger in 2021 compared to a partial year in 2020.
Table 4—Noninterest Expense for the Three Years
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, | ||||||||
| (Dollars in thousands) | 2022 | 2021 | 2020 | |||||||
| Salaries and employee benefits | | $ | 554,704 | | $ | 552,030 | | $ | 416,599 | |
| Occupancy expense | | 89,501 | | 92,225 | | 75,587 | | |||
| Information services expense | | 79,701 | | 74,417 | | 59,843 | | |||
| OREO expense and loan related expense | | 369 | | 2,029 | | 3,568 | | |||
| Amortization of intangibles | | 33,205 | | 35,192 | | 26,992 | | |||
| Business development and staff related expense | | 19,015 | | 14,571 | | 8,721 | | |||
| Supplies and printing | | 2,871 | | 3,246 | | 3,636 | | |||
| Postage expense | | | 6,750 | | | 6,413 | | | 5,043 | |
| Professional fees | | 15,331 | | 10,629 | | 14,033 | | |||
| FDIC assessment and other regulatory charges | | 23,033 | | 17,982 | | 10,713 | | |||
| Advertising and marketing | | 8,888 | | 7,959 | | 4,092 | | |||
| Merger and branch consolidation related expense | | 30,888 | | 67,242 | | 85,906 | | |||
| Extinguishment of debt cost | | | — | | | 11,706 | | | — | |
| Swap termination expense | | | — | | | — | | | 38,787 | |
| Other | | 65,445 | | 52,780 | | 44,124 | | |||
| Total noninterest expense | | $ | 929,701 | | $ | 948,421 | | $ | 797,644 | |
2022 compared to 2021
Noninterest expense decreased $18.7 million, or 2.0% for the year ended December 31, 2022 compared to 2021. The change in total noninterest expense resulted from the following:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Merger and branch consolidation related expense decreased $36.4 million, or 54.1% in 2022 compared to 2021. The expense in 2022 consists mainly of costs associated with branch consolidations and the merger related costs pertaining to the Atlantic Capital acquisition. The expense in 2021 mainly consisted of costs related to the merger with CenterState. Merger and branch consolidation expense of $18.5 million in 2022 and $1.7 million in 2021 was related primarily to the merger with Atlantic Capital while $64.4 million in merger and branch consolidation expense was related to the merger with CenterState in 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The Company had extinguishment of debt cost of $11.7 million in 2021. This cost was from the write-off of the unamortized fair market value adjustment recorded on the trust preferred securities assumed in the CenterState merger. All of the trust preferred securities assumed in the CenterState merger were redeemed in June 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Occupancy expense decreased $2.7 million, or 3.0%. The decrease was related to the cost savings associated with Atlantic Capital and branch consolidations that occurred during 2022. The number of branches declined in 2022 to 251 from 281 at the end of 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Other noninterest expense increased by $12.7 million, or 24.0%. This increase was mainly due to a general increase in expenses due to the merger with Atlantic Capital, an increase in fraud, digital banking and miscellaneous operational charge-off related expenses of $6.5 million, expense related to the settlement of lawsuits of $2.6 million, increases in donations of $1.5 million, increases in tax penalties of $1.3 million, and increases in incurred but not reported insurance loss reserves of $1.1 million. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Information services expense increased $5.3 million, or 7.1%. The increase was due to additional cost associated with systems added through our acquisition of Atlantic Capital, along with the cost of the Company |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| updating systems as it grows in size and complexity. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | FDIC assessment and other regulatory charges increased $5.1 million, or 28.1%. This increase was due to an increase in FDIC assessments and other regulatory charges. The FDIC assessment increased $4.3 million and OCC examination fee increased $761,000 as the Company continues to grow in size and complexity. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Professional fees increased $4.7 million, or 44.2%, in 2022 compared to 2021. This increase was primarily due to increases in non-loan legal, advisory and consulting related fees. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Business development and staff related expense increased $4.4 million, or 30.5%, due mainly to the increase in employees resulting from the merger with Atlantic Capital and additional employee travel and entertainment as the COVID-19 pandemic receded. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Salary and employee benefits increased by $2.7 million, or 0.5%, primarily due to the addition of Atlantic Capital employees during the year, annual salary increases, and higher 2022 incentive costs. This increase was partially offset by a $7.3 million decline in commission expense and higher deferred loan costs due to increased loan production volumes and the late 2021 update of the Company’s standard loan costs. During 2022, we recorded a total of $383.6 million in salary expense and $(88.2) million in net deferred loan costs, compared to $366.2 million and $(46.5) million, respectively, during 2021. During 2022, we recorded a total of $35.5 million in commission expense and $96.8 million in incentive expense, compared to $42.8 million and $71.8 million, respectively, during 2021. |
2021 compared to 2020
Noninterest expense increased $150.8 million, or 18.9% for the year ended December 31, 2021 compared to 2020. This increase was mainly due to 2021 having a full year’s effect from the merger with CenterState while 2020 was only partially affected from the merger date of June 7, 2020. The change in total noninterest expense resulted from the following:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Salary and employee benefits increased by $135.4 million, or 32.5%, as all categories of salaries and benefits expense increased due to the merger with CenterState. Salaries increased $66.9 million, benefits increased $11.4 million, commissions increased $32.5 million, and incentives increased $24.6 million. With the merger with CenterState in June 2020, the Company added approximately 2,800 employees, almost doubling its total employees. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | In the fourth quarter of 2020, the company terminated three cash flow hedges (SWAPs) given the current low interest rate environment and expectation of low interest rates in the foreseeable future resulting in a termination cost of $38.8 million. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Merger and branch consolidation related expense decreased $18.7 million, or 21.7% in 2021 compared to 2020. Merger and branch consolidation expense of $64.4 million in 2021 and $83.0 million in 2020 was related primarily to the merger with CenterState. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The Company had extinguishment of debt cost of $11.7 million in 2021. This cost was from the write-off of the fair market value adjustment recorded on the trust preferred securities assumed in the CenterState merger. All of the trust preferred securities assumed in the CenterState merger were redeemed in June 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Information services expense and occupancy expense increased $14.6 million, or 24.4% and $16.6 million, or 22.0%, respectively. These increases were related to the additional cost associated with facilities, employees and systems added through our merger with CenterState as our number of branches increased by 129 during 2020 to 285 at December 31, 2020. The number of branches declined slightly in 2021 to 281. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Amortization of intangibles increased $8.2 million, or 30.4%. This increase was due to the merger with CenterState, which resulted in the Company recording a core deposit intangible asset of $125.9 million and a correspondent banking customer intangible asset of $10.0 million in June of 2020. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | FDIC assessment and other regulatory charges increased $7.3 million, or 67.9%. This increase was due to an increase in FDIC assessments and OCC examination fees resulting from the merger with CenterState and the growth since the merger, in addition to new regulatory charges attributable to SouthState|Duncan-Williams. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Business development and staff related expense increased $5.9 million, or 67.1% due mainly to the merger with |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| CenterState with the increase in employees. The increase was also due to limited expense in 2020 attributable to the initial impact from the COVID-19 pandemic before vaccines were available. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Other noninterest expense increased by $8.7 million, or 19.6%. This increase was mainly due to a general increase in expenses due to the merger with CenterState including loan expenses, insurance expense, donations, various operational reserves, and operating charge-offs. There was also an increase of $2.8 million in cost associated with the Association Banking Prime Earnings Credit Program in 2021 from 2020. |
Income Tax Expense
Our effective tax rate slightly increased to 21.68% at December 31, 2022 compared to 21.30% for the year-ended December 31, 2021. The increase was mainly due to increase in non-deductible executive compensation, an increase in non-deductible FDIC premiums, and additional expense related to return to provision items recorded during 2022. The increase was partially offset by an increase in tax-exempt income and an increase in the cash surrender value of BOLI policies held, and an increase in federal tax credits available in 2022 compared to 2021. For additional information refer to Note 12—income Taxes in the consolidated financial statements.
Financial Condition
Overview
At December 31, 2022, we had total assets of approximately $43.9 billion, consisting principally of $22.8 billion in non-acquired loans, $5.9 billion in acquired non-credit deteriorated loans, $1.4 billion in acquired credit deteriorated loans, net of $356.4 million allowance for credit losses, $8.2 billion in investment securities, $1.3 billion in cash and cash equivalents and $1.9 billion in goodwill. Our liabilities at December 31, 2022 totaled $38.8 billion, consisting principally of deposits of $36.4 billion ($13.2 billion in noninterest-bearing and $23.2 billion in interest-bearing), $1.0 billion derivative liabilities and short-term and long-term borrowings of $948.7 million. At December 31, 2022, our shareholders’ equity was $5.1 billion.
At December 31, 2021, we had total assets of approximately $41.8 billion, consisting principally of $16.1 billion in non-acquired loans, $5.9 billion in acquired non-credit impaired loans, $2.0 billion in acquired credit impaired loans, net of $301.8 million allowance for credit losses, $7.2 billion in investment securities, $6.7 billion in cash and cash equivalents and $1.6 billion in goodwill. Our liabilities at December 31, 2021 totaled $37.0 billion, consisting principally of deposits of $35.1 billion ($11.5 billion in noninterest-bearing and $23.6 in interest-bearing) and short-term and long-term borrowings of $1.1 billion. At December 31, 2021, our shareholders’ equity was $4.8 billion.
Book value per common share was $67.04 at the end of 2022, a decrease from $69.27 at the end of 2021. Book value per common share decreased in 2022 as common shares outstanding increased by 9.2% while shareholder equity increased by 5.7%. The primary reason for the increase in common shares outstanding of 6.4 million was due to 7.3 million shares issued for the Atlantic Capital merger, offset by the Company repurchasing 1.3 million shares on the open market in 2022. The primary reasons for an increase in shareholder’s equity of $272.0 million during 2022 were due to net income of $496.0 million and $659.8 million in common stock issued for the Atlantic Capital acquisition. These increases were partially offset by declines in equity resulting from a $655.9 million reduction in AOCI related to unrealized losses on available for sale securities and post-retirement benefit plans, $146.5 million in dividends paid to shareholders, and $110.2 million in common stock repurchased in the open market.
Our common equity to assets ratio slightly increased to 11.6% in 2022, compared with 11.5% in 2021. The increase in 2022, compared to 2021, was the result of the percentage increase in shareholders’ equity of 5.7% being greater than the percentage increase in total assets of 5.0%.
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Trading Securities
We have a trading portfolio associated with our Correspondent Bank Division and the Bank’s subsidiary SouthState|Duncan-Williams. This portfolio is carried at fair value and realized and unrealized gains and losses are included in trading securities revenue, a component of Correspondent Banking and Capital Market Income in our Consolidated Statements of Income. Securities purchased for this portfolio have primarily been municipal bonds, treasuries and mortgage-backed agency securities, which are held for short periods of time and totaled $31.3 million and $77.7 million, respectively, at December 31, 2022 and 2021.
Investment Securities
We use investment securities, our second largest category of earning assets, to generate interest income through the deployment of excess funds, provide liquidity, fund loan demand or deposit liquidation, and pledge as collateral for public funds deposits, repurchase agreements and derivative exposure. At December 31, 2022 and 2021, investment securities totaled $8.2 billion and $7.2 billion, respectively. For the year ended December 31, 2022, average investment securities were $8.4 billion, or 21.2% of average earning assets, compared with $5.8 billion, or 16.2% of average earning assets for the year ended December 31, 2021. The expected average life of the investment portfolio at December 31, 2022 was approximately 7.96 years, compared with 6.27 years at December 31, 2021. See Note 1—Summary of Significant Accounting Policies in the audited consolidated financial statements for our accounting policy on investment securities.
As securities are purchased, they are designated as held to maturity or available for sale based upon our intent, which considers liquidity needs, interest rate expectations, asset/liability management strategies, and capital requirements.
The following table presents the reported values of investment securities for the past two years:
Table 5—Values of Investment Securities
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | | December 31, | |||||
| (Dollars in thousands) | 2022 | 2021 | |||||
| Held to Maturity (amortized cost): | | | | | | | |
| U.S. Government agencies | | $ | 197,262 | | $ | 112,913 | |
| Residential mortgage-backed securities issued by U.S. government | | | | | | | |
| agencies or sponsored enterprises | | | 1,591,646 | | | 1,120,104 | |
| Residential collateralized mortgage-obligations issued by U.S. government | | | | | | | |
| agencies or sponsored enterprises | | | 474,660 | | | 174,178 | |
| Commercial mortgage-backed securities issued by U.S. government | | | | | | | |
| agencies or sponsored enterprises | | | 362,586 | | | 350,116 | |
| Small Business Administration loan-backed securities | | | 57,087 | | | 62,590 | |
| Total held to maturity | | $ | 2,683,241 | | $ | 1,819,901 | |
| Available for Sale (fair value): | | | | | | | |
| U.S. Treasuries | | | 265,638 | | | — | |
| U.S. Government agencies | | | 219,088 | | | 97,117 | |
| Residential mortgage-backed securities issued by U.S. government | | | | | | | |
| agencies or sponsored enterprises | | | 1,698,353 | | | 1,831,039 | |
| Residential collateralized mortgage-obligations issued by U.S. government | | | | | | | |
| agencies or sponsored enterprises | | | 601,045 | | | 725,995 | |
| Commercial mortgage-backed securities issued by U.S. government | | | | | | ||
| agencies or sponsored enterprises | | 1,000,398 | | 1,207,241 | | ||
| State and municipal obligations | | 1,064,852 | | 812,689 | | ||
| Small Business Administration loan-backed securities | | 444,810 | | 500,663 | | ||
| Corporate securities | | 32,638 | | 18,734 | | ||
| Total available for sale | | 5,326,822 | | 5,193,478 | | ||
| Total other investments | | 179,717 | | 160,568 | | ||
| Total investment securities | | $ | 8,189,780 | | $ | 7,173,947 | |
During 2022, our total investment securities increased $1.0 billion, or 14.2%, from December 31, 2021. The Atlantic Capital acquisition added $691.7 million of investment securities available for sale to our portfolio. We immediately sold $414.4 million in securities, after principal paydowns, and retained $273.7 million in our portfolio. The Atlantic Capital securities retained were mostly state and municipal obligations. During 2022, we purchased $2.5 billion of securities, $1.1 billion classified as held to maturity, $1.4 billion classified as available for sale and $20.4 million classified as other investments. These purchases were partially offset by maturities, paydowns, sales and calls of investment securities totaling $1.3 billion. Net amortization of premiums were $27.3 million for the year ended December 31, 2022.
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At December 31, 2022, the unrealized net loss of the available for sale investment securities portfolio was $889.3 million, or 14.3%, below its amortized cost basis. Comparable valuations at December 31, 2021 reflected an unrealized net loss of the available for sale investment portfolio of $27.8 million, or 0.5%, below its amortized cost basis. The decrease in fair value in the available for sale investment portfolio at December 31, 2022 compared to December 31, 2021 was mainly due to an increase in both short term and long term interest rates during 2022. At December 31, 2022, the unrealized net loss of the held to maturity investment securities portfolio was $433.1 million, or 16.1%, below its amortized cost basis. At December 31, 2021, the unrealized net loss of the held to maturity investment securities portfolio was $41.8 million, or 2.3%, below its amortized cost basis.
Table 6—Credit Ratings of Investment Securities
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | |||||||||||
| | | Amortized | | Fair | | Unrealized | | | | | | | ||||
| (Dollars in thousands) | | Cost | | Value | | Net Loss | | AAA - A | | Not Rated | ||||||
| December 31, 2022 | | | | | | | | | | | | | | | | |
| U.S. Treasuries | | $ | 272,416 | | $ | 265,638 | | $ | (6,778) | | $ | 272,416 | | $ | — | |
| U.S. Government agencies | | | 443,234 | | | 386,563 | | | (56,671) | | | 443,234 | | | — | |
| Residential mortgage-backed securities issued by U.S. government | | | | | | | | | | | | | | | | |
| agencies or sponsored enterprises* | | | 3,588,051 | | | 3,034,906 | | | (553,145) | | | 96 | | | 3,587,955 | |
| Residential collateralized mortgage-obligations issued by U.S. government | | | | | | | | | | | | | | | | |
| agencies or sponsored enterprises* | | | 1,182,997 | | | 1,006,041 | | | (176,956) | | | — | | | 1,182,997 | |
| Commercial mortgage-backed securities issued by U.S. government | | | | | | | | | | | | | | | | |
| agencies or sponsored enterprises* | | 1,559,286 | | | 1,296,680 | | | (262,606) | | | 17,000 | | 1,542,286 | | ||
| State and municipal obligations | | 1,269,525 | | | 1,064,852 | | | (204,673) | | | 1,269,470 | | 55 | | ||
| Small Business Administration loan-backed securities | | 548,290 | | | 489,672 | | | (58,618) | | | 548,290 | | — | | ||
| Corporate securities | | | 35,583 | | | 32,638 | | | (2,945) | | | — | | | 35,583 | |
| | | $ | 8,899,382 | | $ | 7,576,990 | | $ | (1,322,392) | | $ | 2,550,506 | | $ | 6,348,876 | |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| * | Agency mortgage-backed securities (“MBS”), agency collateralized mortgage-obligations (CMO) and agency commercial mortgage-backed securities (“CMBS”) are guaranteed by the issuing government-sponsored enterprise (“GSE”) as to the timely payments of principal and interest. Except for Government National Mortgage Association securities, which have the full faith and credit backing of the United States Government, the GSE alone is responsible for making payments on this guaranty. While the rating agencies have not rated any of the MBS, CMO and CMBS issued, senior debt securities issued by GSEs are rated consistently as “Triple-A.” Most market participants consider agency MBS, CMOs and CMBSs as carrying an implied Aaa rating (S&P rating of AA+) because of the guarantees of timely payments and selection criteria of mortgages backing the securities. We do not own any private label mortgage-backed securities. The balances presented under the ratings above reflect the amortized cost of the investment securities. |
Held to maturity
As described above, the Company elected to classify some of its securities purchased during 2022 and 2021 as held to maturity. These are securities that the Company does not intend to sell and expects to hold to maturity. The securities consist of $197.3 million of agency securities, $2.4 billion of residential and commercial mortgage-backed securities issued by U.S government agencies or sponsored enterprises and $57.1 million of Small Business Administration loan-backed securities. The following are highlights of our held to maturity portfolio:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Total held to maturity portfolio totaled $2.7 billion |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The balance of securities held to maturity represented 6.1% of total assets at December 31, 2022. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | We purchased $1.1 billion of held to maturity investment securities in 2022, partially offset by maturities, calls and paydowns totaling $230.0 million in 2022. |
Available for sale
Securities available for sale consist of debentures of government sponsored entities, state and municipal bonds, residential and commercial mortgage-backed securities issued by U.S government agencies or sponsored enterprises, Small Business Administration loan-backed securities and corporate securities. At December 31, 2022, investment securities with a fair value and amortized cost of $5.3 billion and $6.2 billion, respectively, were classified as available for sale. The adjustment for net unrealized losses of $889.3 million between the carrying value of these securities and their amortized cost has been reflected, net of tax, in the Consolidated Balance Sheet as a component of Accumulated Other Comprehensive Loss. The following are highlights of our available for sale securities:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Total securities available for sale increased $133.3 million, or 2.6%, from the balance at December 31, 2021. The unrealized gain/loss position on the investment portfolio decreased $861.5 million and net amortization of premiums was $21.0 million during 2022. We purchased $1.4 billion of available for sale investment securities in 2022, partially offset by maturities, calls and paydowns totaling $575.9 million and sales totaling $482.0 |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| million in 2022. The sales in 2022 were mainly related to restructuring our portfolio to fit our investment strategy and risk profile. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The balance of securities available for sale represented 12.1% of total assets at December 31, 2022 and 12.4% of total assets at December 31, 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest income earned on all investment securities in 2022 was $172.2 million, an increase of $84.6 million, or 96.6%, from $87.6 million in 2021. The increase was due to a $2.7 billion increase in average balances and an increase in the yield on investment securities. The yield on investment securities increased 52 basis points during 2022, to 2.0%. In 2022, we deployed a portion of our on balance sheet liquidity into our investment portfolio as market interest rates increased. Therefore, the 2022 purchases had higher yields compared to the existing portfolio resulting in an increase in the overall yield of our investment portfolio. |
At December 31, 2022, we had 1,311 investment securities (including both available for sale and held to maturity) in an unrealized loss position, which totaled $1.3 billion. See Note 3—Investment Securities in the consolidated financial statements for additional information. The increase in the number of securities in a loss position and the relative percentage of loss to portfolio size was primarily due to an increase in short-term and long-term interest rates during 2022.
Management evaluates securities for impairment where there has been a decline in fair value below the amortized cost basis of a security to determine whether there is a credit loss associated with the decline in fair value on at least a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Credit losses are calculated individually, rather than collectively, using a discounted cash flow method, whereby management compares the present value of expected cash flows with the amortized cost basis of the security. The credit loss component would be recognized through the provision for credit losses. Consideration is given to (1) the financial condition and near-term prospects of the issuer including looking at default and delinquency rates, (2) the outlook for receiving the contractual cash flows of the investments, (3) the length of time and the extent to which the fair value has been less than cost, (4) our intent and ability to retain our investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value or for a debt security whether it is more-likely-than-not that we will be required to sell the debt security prior to recovering its fair value, (5) the anticipated outlook for changes in the general level of interest rates, (6) credit ratings, (7) third-party guarantees, and (8) collateral values. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, the results of reviews of the issuer’s financial condition, and the issuer’s anticipated ability to pay the contractual cash flows of the investments. The Company performed an analysis that determined that the following securities have a zero expected credit loss: U.S. Treasury Securities, Agency-Backed Securities including securities issued by Ginnie Mae, Fannie Mae, FHLB, FFCB and SBA. All of the U.S. Treasury and Agency-Backed Securities have the full faith and credit backing of the United States Government or one of its agencies. Municipal securities and all other securities that do not have a zero expected credit loss are evaluated quarterly to determine whether there is a credit loss associated with a decline in fair value. All debt securities in an unrealized loss position as of December 31, 2022 continue to perform as scheduled and we do not believe there is a credit loss or a provision for credit losses is necessary.
Also, as part of our evaluation of our intent and ability to hold investments for a period of time sufficient to allow for any anticipated recovery in the market, we consider our investment strategy, cash flow needs, liquidity position, capital adequacy and interest rate risk position. We do not currently intend to sell the securities within the portfolio and it is not more-likely-than-not that we will be required to sell the debt securities. Changes in the above considerations may affect our intent in the future. See Note 1—Summary of Significant Account Policies for further discussion.
Other Investments
Our other investment securities consist of non-marketable equity securities that have no readily determinable market value. Accordingly, when evaluating these securities for impairment, management considers the ultimate recoverability of the par value rather than recognizing temporary declines in value. As of December 31, 2022, we determined that there was no impairment on our other investment securities. As of December 31, 2022, other investment securities represented approximately $179.7 million, or 0.41% of total assets and primarily consisted of FRB and FHLB stock which totals $150.3 million and $15.1 million, respectively. There were no gains or losses on the sales of these securities during 2022 or 2021.
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Table 7—Maturity Distribution and Yields of Investment Securities
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Due In | | Due After | | Due After | | Due After | | | | | | |||||||||||||
| | | 1 Year or Less | | 1 Thru 5 Years | | 5 Thru 10 Years | | 10 Years | | Total(12) | ||||||||||||||||
| (Dollars in thousands) | Amount | Yield | Amount | Yield | Amount | Yield | Amount | Yield | Amount | Yield | ||||||||||||||||
| Held to Maturity (amortized cost) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| U.S. Government agencies (1) | | $ | — | | — | % | $ | 64,365 | | 2.11 | % | $ | 82,908 | | 1.74 | % | $ | 49,989 | | 1.73 | % | $ | 197,262 | | 1.86 | % |
| Residential mortgage-backed securities issued by U.S. government | | | | | | | | | | | | | | | | | | | | | | | | | | |
| agencies or sponsored enterprises (2) | | | — | | — | | | — | | — | | | 226,335 | | 1.99 | | | 1,365,311 | | 1.81 | | | 1,591,646 | | 1.84 | |
| Residential collateralized mortgage-obligations issued by U.S. government | | | | | | | | | | | | | | | | | | | | | | | | | | |
| agencies or sponsored enterprises (3) | | | — | | — | | | — | | — | | | — | | — | | | 474,660 | | 2.49 | | | 474,660 | | 2.49 | |
| Commercial mortgage-backed securities issued by U.S. government | | | | | | | | | | | | | | | | | | | | | | | | | | |
| agencies or sponsored enterprises (4) | | | — | | — | | | 36,747 | | 0.94 | | | 61,186 | | 1.09 | | | 264,653 | | 1.62 | | | 362,586 | | 1.46 | |
| Small Business Administration loan-backed securities (7) | | | — | | — | | | — | | — | | | — | | — | | | 57,087 | | 1.25 | | | 57,087 | 1.25 | | |
| Total held to maturity | | $ | — | | — | % | $ | 101,112 | | 1.69 | % | $ | 370,429 | | 1.78 | % | $ | 2,211,700 | | 1.92 | % | $ | 2,683,241 | 1.89 | % | |
| Available for Sale (fair value) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| U.S. Government treasuries (9) | | $ | 194,531 | | 1.70 | % | $ | 71,107 | | 1.86 | % | $ | — | | — | % | $ | — | | — | % | $ | 265,638 | | 1.74 | % |
| U.S. Government agencies (1) | | | — | | — | | | 122,339 | | 2.63 | | | 96,749 | | 1.68 | | | — | | — | | | 219,088 | 2.21 | | |
| Residential mortgage-backed securities issued by U.S. government | | | | | | | | | | | | | | | | | | | | | | | | | | |
| agencies or sponsored enterprises (2) | | | 196 | | — | | | 2,741 | | 2.27 | | | 141,519 | | 2.09 | | | 1,553,897 | | 1.96 | | | 1,698,353 | | 1.97 | |
| Residential collateralized mortgage-obligations issued by U.S. government | | | | | | | | | | | | | | | | | | | | | | | | | | |
| agencies or sponsored enterprises (3) | | | — | | — | | | 11,504 | | 2.53 | | | 15,462 | | 2.34 | | | 574,079 | | 2.17 | | | 601,045 | | 2.18 | |
| Commercial mortgage-backed securities issued by U.S. government | | | | | | | | | | | | | | | | | | | | | | | | | | |
| agencies or sponsored enterprises (4) | | | 4 | | 4.52 | | | 88,120 | | 2.29 | | | 449,870 | | 1.89 | | | 462,404 | | 1.78 | | | 1,000,398 | | 1.87 | |
| State and municipal obligations (5)(6) | | 3,765 | | 3.09 | | 50,193 | | 3.35 | | 112,939 | | 3.01 | | 897,955 | | 2.71 | | 1,064,852 | 2.77 | | ||||||
| Small Business Administration loan-backed securities (7) | | 3,204 | | — | | 18,183 | | 2.41 | | 154,815 | | 2.97 | | 268,608 | | 2.11 | | 444,810 | 2.40 | | ||||||
| Corporate securities (8) | | — | | — | | 4,987 | | 7.93 | | 26,822 | | 3.98 | | 829 | | 4.50 | | 32,638 | 4.60 | | ||||||
| Total available for sale | | $ | 201,700 | | 1.70 | % | $ | 369,174 | | 2.51 | % | $ | 998,177 | | 2.25 | % | $ | 3,757,771 | | 2.16 | % | $ | 5,326,822 | | 2.19 | % |
| Total other investments (10) | | $ | — | | — | % | $ | — | | — | % | $ | — | | — | % | $ | 179,717 | | 3.47 | % | $ | 179,717 | 3.47 | % | |
| Total investment securities (11) | | $ | 201,700 | | 1.70 | % | $ | 470,286 | | 2.33 | % | $ | 1,368,606 | | 2.13 | % | $ | 6,149,188 | | 2.11 | % | $ | 8,189,780 | 2.12 | % | |
| Percent of total | | 2 | % | | | 6 | % | | | 17 | % | | | 75 | % | | | | | | | | ||||
| Cumulative percent of total | | 2 | % | | | 8 | % | | | 25 | % | | | 100 | % | | | | | | | |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (1) | The expected average life for U.S. Government agencies is 5.51 years; 6.67 years for held to maturity and 4.59 years for available for sale. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (2) | The expected average life for residential mortgage-backed securities issued by U.S. government agencies or sponsored enterprises is 7.44 years; 7.57 years for held to maturity and 7.35 years for available for sale. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (3) | The expected average life for residential collateralized mortgage-obligations securities issued by U.S. government agencies or sponsored enterprises is 7.62 years; 8.46 years for held to maturity and 7.06 years for available for sale. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (4) | The expected average life for commercial mortgage-backed securities issued by U.S. government agencies or sponsored enterprises is 6.37 years; 5.99 years for held to maturity and 6.49 years for available for sale. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (5) | Yields on tax-exempt income have been presented on a taxable-equivalent basis in the above table. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (6) | The expected average life for state and municipal obligations is 14.82 years. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (7) | The expected average life for Small Business Administration loan-backed securities is 6.18 years; 7.87 years for held to maturity and 5.99 years for available for sale. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (8) | The expected average life for corporate securities is 6.80 years. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (9) | The expected average life for US Treasuries is 0.89 years. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (10) | FRB, FHLB and other non-marketable equity securities have no set maturity date and are classified in “Due after 10 Years.” |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (11) | The expected average life for the total investment securities portfolio is 7.96 years (not including FRB, FHLB and corporate stock with no maturity date). |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (12) | The total values presented in the table above represent the total fair value of available for sale securities and amortized cost for held to maturity. |
Loan Portfolio
Our loan portfolio remains our largest category of interest-earning assets. At December 31, 2022, total loans, excluding held for sale loans, were $30.2 billion, which was an overall increase of $6.2 billion, or 26.1%, from the balance at the end of 2021. Non-acquired loan growth was $6.8 billion, or 42.1% for 2022, driven by growth in all categories, with the exception of other loans. The loan growth was made up of a 58.4% increase in consumer real estate loans, a 43.9% increase in non-owner occupied real estate loans (including construction and land development loans), a 19.0% increase in commercial owner occupied real estate loans, a 41.7% increase in commercial and industrial loans, a 39.1% increase in other income producing property and a 55.4% increase in consumer non real estate loans. Total acquired loans decreased by $504.6 million, or 6.4%, from the balance at the end of 2021. The decrease in acquired loans was due to paydowns and payoffs in both the PCD and Non-PCD loan categories, along with renewals of acquired loans that were moved to our non-acquired loan portfolio, offset by the addition of $2.4 billion from the merger with Atlantic Capital during the period.
Average total loans outstanding during 2022 were $27.5 billion, $3.3 billion, or 13.8%, over the 2021 average of $24.1 billion. (For further discussion of the Company’s acquired loan accounting, see Note 1—Summary of Significant Accounting Policies, Note 2—Mergers and Acquisitions, Note 4—Loans and Note 5—Allowance for Credit Losses in the consolidated financial statements.)
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The following table presents a summary of the loan portfolio by category (excludes loans held for sale):
Table 8—Distribution of Loans by Type
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | | December 31, | |||||
| (Dollars in thousands) | 2022 | 2021 | |||||
| Acquired loans: | | | | | | | |
| Acquired - non-purchased credit deteriorated loans: | | | | | | | |
| Non‑owner occupied real estate(1) | | $ | 2,250,428 | | $ | 2,229,401 | |
| Consumer real estate(2) | | 902,271 | | 1,138,903 | | ||
| Commercial owner occupied real estate | | 1,332,942 | | 1,325,412 | | ||
| Commercial and industrial | | 1,128,280 | | 770,133 | | ||
| Other income producing property | | 195,265 | | 286,566 | | ||
| Consumer | | 133,679 | | 139,470 | | ||
| Other | | | 227 | | | 184 | |
| Total acquired - non-purchased credit deteriorated loans | | | 5,943,092 | | | 5,890,069 | |
| Acquired - purchased credit deteriorated loans (PCD): | | | | | | | |
| Non‑owner occupied real estate(3) | | | 599,522 | | | 919,370 | |
| Consumer real estate(2) | | 233,740 | | 296,682 | | ||
| Commercial owner occupied real estate | | 435,650 | | 542,602 | | ||
| Commercial and industrial | | 66,891 | | 85,380 | | ||
| Other income producing property | | 52,827 | | 88,093 | | ||
| Consumer | | 41,101 | | 55,195 | | ||
| Total acquired ‑ purchased credit deteriorated loans (PCD) | | | 1,429,731 | | | 1,987,322 | |
| Total acquired loans | | | 7,372,823 | | | 7,877,391 | |
| Non-acquired loans: | | | | | | | |
| Non‑owner occupied real estate(4) | | | 8,083,369 | | | 5,616,144 | |
| Consumer real estate(2) | | 5,339,199 | | 3,371,373 | | ||
| Commercial owner occupied real estate | | 3,691,601 | | 3,102,102 | | ||
| Commercial and industrial | | 4,118,312 | | 2,905,620 | | ||
| Other income producing property | | 448,150 | | 322,145 | | ||
| Consumer | | 1,103,646 | | 709,992 | | ||
| Other loans | | 20,762 | | 23,399 | | ||
| Total non‑acquired loans | | | 22,805,039 | | | 16,050,775 | |
| Total loans (net of unearned income) | | $ | 30,177,862 | | $ | 23,928,166 | |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (1) | Includes $258.5 million and $180.4 million of construction and land development loans at December 31, 2022 and 2021, respectively. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (2) | Includes loans on both 1-4 family owner occupied property, as well as loans collateralized by 1-4 family owner occupied property with a business intent. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (3) | Includes $46.5 million and $59.7 million of construction and land development loans at December 31, 2022 and 2021, respectively. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (4) | Includes $2.6 billion and $1.8 billion of construction and land development loans at December 31, 2022 and 2021, respectively. |
The following highlights of our loan portfolio as of December 31, 2022 compared to December 31, 2021:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Non-acquired loans were $22.8 billion, or 75.6% of total loans of total loans at December 31, 2022. This compares to non-acquired loans of $16.1 billion, or 67.1% at December 31, 2021. The increase in non-acquired loans of $6.8 billion was due to organic growth and renewals of acquired loans that were moved to the non-acquired loan portfolio. Excluding the reduction in PPP loans, non-acquired loans increased $7.0 billion. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Acquired loans were $7.4 billion, or 24.4% of total loans at December 31, 2022. This compares to acquired loans of $7.9 billion, or 32.9% at December 31, 2021. The $504.6 million decrease in acquired loans was due to principal payments, charge offs, foreclosures and renewals of acquired loans that were moved to our non-acquired loan portfolio. The decline also included a reduction of acquired PPP loans of $11.2 million through pay-off and forgiveness of the loans. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Non-acquired loans secured by non-owner occupied and consumer real estate were $13.4 billion and comprised 44.5% of the total loan portfolio at December 31, 2022. This was an increase of $4.4 billion, or 49.3%, over December 31, 2021. At December 31, 2022, acquired loans secured by non-owner occupied and consumer real estate were $4.0 billion and comprised 13.2% of the total loan portfolio. This was a decrease of $598.4 million, or 13.1%, over December 31, 2021. Between both the non-acquired and acquired portfolios, 57.7% of loans were non-owner occupied and consumer real estate loans. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Of the non-acquired real estate loans at December 31, 2022, $8.1 billion, or 26.8% of the loan portfolio were secured by non-owner occupied real estate. Loans secured by consumer real estate were $5.3 billion, |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| or 17.7% of the total loan portfolio at December 31, 2022. This compared to loans secured by non-owner occupied real estate of $5.6 billion, or 23.5% and loans secured by consumer real estate of $3.4 billion, or 14.1% at December 31, 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Of these acquired real estate loans, $2.8 billion, or 9.4% of the loan portfolio were secured by non-owner occupied real estate at December 31, 2022. Loans secured by consumer real estate were $1.1 billion, or 3.8%. This compared to acquired loans secured by non-owner occupied real estate of $3.1 billion, or 13.2% and loans secured by consumer real estate of $1.4 billion, or 6.0% at December 31, 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Included within loans secured by non-owner occupied real estate noted above are construction and land development loans. Total construction and land development loans were $2.9 billion at December 31, 2022 compared to $2.0 billion at December 31, 2021. Construction and land development loans are more susceptible to a risk of loss during a downturn in the business cycle. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Non-acquired construction and land development loans increased $766.3 million in 2022 from $1.8 million at December 31, 2021 to $2.6 billion. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Acquired construction and land development loans increased $64.8 million in 2022 from $240.1 million at December 31, 2021 to $304.9 million. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Total consumer real estate loans were comprised of $5.2 billion in consumer owner occupied loans and $1.3 billion in home equity line loans at December 31, 2022. This compares to $3.6 billion in consumer owner occupied loans and $1.2 billion in home equity lines loans at December 31, 2021. During 2022, the consumer real estate loan portfolio increased by $1.7 billion from December 31, 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Non-acquired loans secured by consumer real estate were comprised of $4.4 billion in consumer owner occupied loans and $958.2 million in home equity loans at December 31, 2022. At December 31, 2021, we had $2.7 billion in consumer owner occupied loans and $710.3 million in home equity loans in the non-acquired loan portfolio. The Company made the decision to hold more of 1-4 family mortgage production in its portfolio in 2022 rather than sell the loans into the secondary market. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Acquired loans secured by consumer real estate comprised of $781.0 million in consumer owner occupied loans and $355.0 million in home equity loans at December 31, 2022. At December 31, 2021, we had $977.3 million in consumer owner occupied loans and $458.3 million in home equity loans in the acquired loan portfolio. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Non-acquired and acquired commercial owner-occupied real estate loans were $3.7 billion, or 12.2% and $1.8 billion or 5.9%, respectively, of the total loan portfolio at December 31, 2022 compared to $3.1 billion, or 13.0% and $1.9 billion or 7.8%, respectively, at December 31, 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Non-acquired commercial owner-occupied real estate loans increased $589.5 million through organic growth and renewals of acquired loans. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Acquired commercial owner-occupied real estate loans decreased $99.4 million due to principal payments, charge offs, foreclosures and renewals of acquired loans that were moved to our non-acquired loan portfolio from December 31, 2021 compared to December 31, 2022. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Non-acquired and acquired commercial and industrial loans were $4.1 billion, or 13.6% and $1.2 billion or 4.0%, respectively, of the total loan portfolio at December 31, 2022 compared to $2.9 billion, or 12.1% and $855.5 million or 3.6%, respectively, at December 31, 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Non-acquired commercial and industrial loans increased $1.2 billion. The overall increase in non-acquired commercial and industrial loans included a $223.3 million decline in PPP loans. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Acquired commercial and industrial loans increased $339.7 million from December 31, 2021 compared to December 31, 2022. The overall increase in acquired commercial and industrial loans included a $11.2 million decline in PPP loans. |
Total loan interest income, excluding interest income on held for sale loans, was $1.2 billion in 2022, an increase of $191.6 million, or 19.5%, over $983.7 million in 2021. This increase was mainly due to a $5.0 billion increase in the average balance of our non-acquired loan portfolio, offset by a $1.6 billion decrease in the average balance of our acquired loan portfolio. The growth in the non-acquired loan portfolio average balance was due to normal organic growth and renewals of acquired loans. The decline in the acquired loan portfolio was due to paydowns
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and payoffs in both the PCD and Non-PCD loan categories, along with renewals of acquired loans that were moved to our non-acquired loan portfolio, even with the $2.4 billion in loans acquired through the merger with Atlantic Capital on March 1, 2022. The effects on interest income from the overall increases in average portfolio balances were enhanced by a 24 basis point increase in the yield on the non-acquired portfolio and a 36 basis point increase in the yield on the acquired portfolio. The yield on the non-acquired loan portfolio increased from 3.79% in 2021 to 4.03% in 2022 and the yield on the acquired loan portfolio increased from 4.49% in 2021 to 4.85% in 2022. The increase in the yields on the non-acquired loan portfolio and the acquired loan portfolio was due to the rise in interest rates starting in March 2022.
The table below shows the contractual maturity of the non-acquired loan portfolio at December 31, 2022.
Table 9—Maturity Distribution of Non-acquired Loans
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2022 | | | 1 Year | Maturity | Maturity | | Over | |||||||||
| (Dollars in thousands) | | Total | | or Less | | 1 to 5 Years | | 5 to 15 Years | | 15 Years | ||||||
| Non‑owner occupied real estate | | $ | 8,083,369 | | $ | 597,190 | | $ | 3,189,894 | | $ | 3,475,668 | | $ | 820,617 | |
| Consumer real estate | | 5,339,199 | | 51,796 | | 141,821 | | 926,131 | | 4,219,451 | | |||||
| Commercial owner occupied real estate | | 3,691,601 | | 134,464 | | 925,826 | | 2,504,274 | | 127,037 | | |||||
| Commercial and industrial | | 4,118,312 | | 534,909 | | 1,863,665 | | 1,047,877 | | 671,861 | | |||||
| Other income producing property | | 448,150 | | 35,449 | | 233,615 | | 106,444 | | 72,642 | | |||||
| Consumer | | 1,103,646 | | 120,757 | | 440,368 | | 346,550 | | 195,971 | | |||||
| Other loans | | 20,762 | | 20,762 | | — | | — | | — | | |||||
| Total non‑acquired loans | | $ | 22,805,039 | | $ | 1,495,327 | | $ | 6,795,189 | | $ | 8,406,944 | | $ | 6,107,579 | |
Table 10—Non-Acquired Loans Due After One Year - Fixed or Floating
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| December 31, 2022 | | | | | | ||
| (Dollars in thousands) | | Fixed Rate | | Variable Rate | | ||
| Non‑owner occupied real estate | | $ | 3,052,053 | | $ | 4,434,126 | |
| Consumer real estate | | 2,122,261 | | 3,165,142 | | ||
| Commercial owner occupied real estate | | 2,390,318 | | 1,166,819 | | ||
| Commercial and industrial | | 2,317,942 | | 1,265,461 | | ||
| Other income producing property | | 273,094 | | 139,607 | | ||
| Consumer | | 963,026 | | 19,863 | | ||
| Total non‑acquired loans | | $ | 11,118,694 | | $ | 10,191,018 | |
The table below shows the contractual maturity of the acquired non-purchased credit deteriorated loan portfolio at December 31, 2022.
Table 11—Maturity Distribution of Acquired Non-purchased Credit Deteriorated Loans
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2022 | | | 1 Year | Maturity | Maturity | | Over | |||||||||
| (Dollars in thousands) | | Total | | or Less | | 1 to 5 Years | | 5 to 15 Years | | 15 Years | ||||||
| Non‑owner occupied real estate | | $ | 2,250,428 | | $ | 222,126 | | $ | 1,065,299 | | $ | 854,775 | | $ | 108,228 | |
| Consumer real estate | | 902,271 | | 29,594 | | 143,950 | | 263,453 | | 465,274 | | |||||
| Commercial owner occupied real estate | | 1,332,942 | | 78,461 | | 409,727 | | 718,684 | | 126,070 | | |||||
| Commercial and industrial | | 1,128,280 | | 123,860 | | 448,454 | | 378,418 | | 177,548 | | |||||
| Other income producing property | | 195,265 | | 19,571 | | 61,354 | | 74,913 | | 39,427 | | |||||
| Consumer | | 133,679 | | 26,617 | | 33,669 | | 60,863 | | 12,530 | | |||||
| Other | | | 227 | | | 227 | | | — | | — | | | — | | |
| Total acquired - non-purchased credit deteriorated loans | | $ | 5,943,092 | | $ | 500,456 | | $ | 2,162,453 | | $ | 2,351,106 | | $ | 929,077 | |
Table 12— Acquired Non-PCD Loans Due After One Year - Fixed or Floating
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| December 31, 2022 | | | | | | ||
| (Dollars in thousands) | | Fixed Rate | | Variable Rate | | ||
| Non‑owner occupied real estate | | $ | 694,113 | | $ | 1,334,189 | |
| Consumer real estate | | 257,855 | | 614,822 | | ||
| Commercial owner occupied real estate | | 517,158 | | 737,323 | | ||
| Commercial and industrial | | 594,695 | | 409,725 | | ||
| Other income producing property | | 58,539 | | 117,155 | | ||
| Consumer | | 100,123 | | 6,939 | | ||
| Total acquired - non-purchased credit deteriorated loans | | $ | 2,222,483 | | $ | 3,220,153 | |
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The table below shows the contractual maturity of the acquired purchased credit deteriorated loan portfolio at December 31, 2022.
Table 13—Maturity Distribution of Acquired Purchased Credit Deteriorated Loans
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2022 | | | 1 Year | Maturity | Maturity | | Over | |||||||||
| (Dollars in thousands) | | Total | | or Less | | 1 to 5 Years | | 5 to 15 Years | | 15 Years | ||||||
| Non‑owner occupied real estate | | $ | 599,522 | | $ | 59,407 | | $ | 171,399 | | $ | 321,059 | | $ | 47,657 | |
| Consumer real estate | | 233,740 | | 11,329 | | 28,392 | | 51,102 | | 142,917 | | |||||
| Commercial owner occupied real estate | | 435,650 | | 45,139 | | 147,070 | | 208,395 | | 35,046 | | |||||
| Commercial and industrial | | 66,891 | | 20,905 | | 26,096 | | 15,216 | | 4,674 | | |||||
| Other income producing property | | 52,827 | | 8,733 | | 8,818 | | 25,696 | | 9,580 | | |||||
| Consumer | | 41,101 | | 894 | | 8,128 | | 31,231 | | 848 | | |||||
| Total acquired ‑ purchased credit deteriorated loans (PCD) | | $ | 1,429,731 | | $ | 146,407 | | $ | 389,903 | | $ | 652,699 | | $ | 240,722 | |
Table 14— Acquired PCD Loans Due After One Year - Fixed or Floating
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| December 31, 2022 | | | | | | ||
| (Dollars in thousands) | | Fixed Rate | | Variable Rate | | ||
| Non‑owner occupied real estate | | $ | 111,094 | | $ | 429,021 | |
| Consumer real estate | | 98,185 | | 124,226 | | ||
| Commercial owner occupied real estate | | 182,899 | | 207,612 | | ||
| Commercial and industrial | | 33,637 | | 12,349 | | ||
| Other income producing property | | 12,828 | | 31,266 | | ||
| Consumer | | 39,687 | | 520 | | ||
| Total acquired ‑ purchased credit deteriorated loans (PCD) | | $ | 478,330 | | $ | 804,994 | |
Troubled Debt Restructurings (“TDRs”)
We designate expected credit losses over the contractual term of a loan. When determining the contractual term, the Company considers expected prepayments but is precluded from considering expected extensions, renewals, or modifications, unless the Company reasonably expects it will execute a TDR with a borrower. In the event of a reasonably-expected TDR, the Company factors the reasonably-expected TDR into the current expected credit losses estimate. For consumer loans, the point at which a TDR is reasonably expected is when the Company approves the borrower’s application for a modification (i.e., the borrower qualifies for the TDR) or when the Credit Administration department approves loan concessions on substandard loans. For commercial loans, the point at which a TDR is reasonably expected is when the Company approves the loan for modification or when the Credit Administration department approves loan concessions on substandard loans. The Company uses a discounted cash flow methodology for a TDR to calculate the effect of the concession provided to the borrower within the ACL.
A restructuring that results in only a delay in payments that is insignificant is not considered an economic concession. In accordance with the Coronavirus Aid, Relief, and Economic Security Act, also known as the CARES Act, the Company implemented loan modification programs in response to the COVID-19 pandemic in order to provide borrowers with flexibility with respect to repayment terms. The Company’s payment relief assistance includes forbearance, deferrals, extension and re-aging programs, along with certain other modification strategies. The Company elected the accounting policy in the CARES Act to not apply TDR accounting to loans modified for borrowers impacted by the COVID-19 pandemic if the concession met the criteria as defined under the CARES Act. At December 31, 2022 and 2021, total TDRs were $21.4 million and $12.5 million, respectively, of which $13.5 million were accruing restructured loans at December 31, 2022, compared to $11.2 million at December 31, 2021. We do not have significant commitments to lend additional funds to these borrowers whose loans have been modified.
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The level of risk elements in the loan portfolio, OREO and other nonperforming assets for the past two years is shown below:
Table 15—Nonperforming Assets
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | | December 31, | |||||
| (Dollars in thousands) | 2022 | 2021 | |||||
| Non-acquired: | | | | | | | |
| Nonaccrual loans | | $ | 40,517 | | $ | 18,201 | |
| Accruing loans past due 90 days or more | | 2,358 | | 4,612 | | ||
| Restructured loans | | 4,154 | | 499 | | ||
| Total nonperforming loans | | 47,029 | | 23,312 | | ||
| Other real estate owned (“OREO”) (1) (2) | | 141 | | 252 | | ||
| Other nonperforming assets (3) | | 104 | | 338 | | ||
| Total OREO and other nonperforming assets excluding acquired assets | | 245 | | 590 | | ||
| Total nonperforming assets excluding acquired assets | | 47,274 | | 23,902 | | ||
| Acquired: | | | | | | | |
| Nonaccrual loans (4) | | 59,554 | | 56,718 | | ||
| Accruing loans past due 90 days or more | | 1,992 | | 251 | | ||
| Total acquired nonperforming loans | | 61,546 | | 56,969 | | ||
| Acquired OREO and other nonperforming assets: | | | | | | | |
| Acquired OREO (1) (5) | | 882 | | 2,484 | | ||
| Other acquired nonperforming assets (3) | | 40 | | 391 | | ||
| Total acquired OREO and other nonperforming assets | | 922 | | 2,875 | | ||
| Total acquired nonperforming assets | | 62,468 | | 59,844 | | ||
| Total nonperforming assets | | $ | 109,742 | | $ | 83,746 | |
| Excluding acquired assets: | | | | | | | |
| Total nonperforming assets as a percentage of total loans and repossessed assets (6) | | 0.21 | % | 0.15 | % | ||
| Total nonperforming assets as a percentage of total assets (7) | | 0.11 | % | 0.06 | % | ||
| Nonperforming loans as a percentage of period end loans (6) | | 0.21 | % | 0.15 | % | ||
| Including acquired assets: | | | | | | | |
| Total nonperforming assets as a percentage of total loans and repossessed assets (6) | | 0.36 | % | 0.35 | % | ||
| Total nonperforming assets as a percentage of total assets (7) | | 0.25 | % | 0.20 | % | ||
| Nonperforming loans as a percentage of period end loans (6) | | 0.36 | % | 0.34 | % |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (1) | Consists of real estate acquired as a result of foreclosure. Excludes certain property no longer intended for bank use. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (2) | Excludes non-acquired bank premises held for sale of $14.3 million and $1.0 million as of December 31, 2022 and 2021, respectively, that is now separately disclosed on the balance sheet. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (3) | Consists of non-real estate foreclosed assets, such as repossessed vehicles. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (4) | Includes nonaccrual loans that are purchase credit deteriorated (PCD loans). |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (5) | Excludes acquired bank premises held for sale of $3.4 million and $8.6 million as of December 31, 2022 and 2021, respectively, that is now separately disclosed on the balance sheet. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (6) | Loan data excludes mortgage loans held for sale. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (7) | For purposes of this calculation, total assets include all assets (both acquired and non-acquired). |
Total non-acquired nonperforming loans were $47.0 million, or 0.21% of total non-acquired loans, an increase of approximately $23.7 million, or 101.7%, from December 31, 2021. The increase in nonperforming loans was driven primarily by an increase in commercial nonaccrual loans of $19.4 million, an increase in restructured nonaccrual loans of $3.7 million, an increase in consumer nonaccrual loans of $2.9 million, offset by a decrease in accruing loans past due 90 days or more of $2.3 million. The increase in commercial nonaccrual loans at December 31, 2022 was primarily due to three commercial owner occupied loans totaling $16.0 million and two commercial and industrial loans totaling $2.5 million. Acquired nonperforming loans were $61.5 million, or 0.83% of total acquired loans, an increase of $4.6 million, or 8.0%, from December 31, 2021. The increase in acquired nonperforming loans was mainly driven by an increase in commercial nonaccrual loans of $5.8 million, an increase in accruing loans past due 90 days or more of $1.7 million, offset by a decrease in consumer nonaccrual loans of $3.0 million.
The top ten nonaccrual loans at December 31, 2022 totaled $38.1 million and consisted of one loan located in South Carolina, one in North Carolina, six in Georgia, and two in Florida. These loans comprise 31.6% of total nonaccrual loans at December 31, 2022, with the majority being real estate collateral dependent. We currently hold a specific reserve against two of these ten loans, totaling $2.4 million. The remaining eight loans do not carry a specific reserve due to carrying balances being below current collateral values or the loans are SBA guaranteed.
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At December 31, 2022, non-acquired OREO decreased by $111,000 from the balance at December 31, 2021 to $141,000. At December 31, 2022, non-acquired OREO consisted of three properties with an average value of $47,000, a decrease of $205,000 in the average value from December 31, 2021 when we had one property. In the fourth quarter of 2022, we transferred one property with a value of $83,000 to non-acquired OREO, and we sold no properties during the quarter. At December 31, 2022, one of the non-acquired OREO properties was located in the Hillsborough (Fort Myers, Fla) region and two of the properties were located in the Beaufort (SC) region.
At December 31, 2022, acquired OREO decreased by $1.6 million from the balance at December 31, 2021 to $0.9 million. At December 31, 2022, acquired OREO consisted of three properties with an average value of $294,000, an increase of $68,000 from December 31, 2021 when we had 11 properties. In the fourth quarter of 2022, we did not transfer new properties into acquired OREO, however, we sold seven properties with a basis of $1.2 million during the quarter, resulting in a net loss of $85,000 on the properties sold.
Our general policy is to obtain updated OREO valuations at least annually. OREO valuations include appraisals or broker opinions, (See Other Real Estate Owned (“OREO”) under Critical Accounting Policies and Estimates in Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations for further discussion on our OREO policies.)
Potential Problem Loans
Potential problem loans, which are not included in nonperforming loans, related to non-acquired loans were approximately $15.8 million, or 0.07% of total non-acquired loans outstanding at December 31, 2022, compared to $6.9 million, or 0.04% of total non-acquired loans outstanding at December 31, 2021. Potential problem loans related to acquired loans totaled $23.1 million, or 0.31%, of total acquired loans at December 31, 2022 compared to $19.3 million, or 0.24% of total acquired loans outstanding, at December 31, 2021. All potential problem loans represent loans where information about possible credit problems of the borrowers may result in the borrower’s inability to comply with present repayment terms.
Allowance for Credit Losses (“ACL”)
As stated previously, the ACL reflects management’s estimate of losses that will result from the inability of our borrowers to make required loan payments. The Company established the incremental increase in the ACL at adoption through equity and subsequent adjustments through a provision for credit losses charged to earnings. The Company records loans charged off against the ACL and subsequent recoveries, if any, increase the ACL when they are recognized.
Management uses systematic methodologies to determine its ACL for loans held for investment and certain off-balance-sheet credit exposures. The ACL is a valuation account that is deducted from the amortized cost basis to present the net amount expected to be collected on the loan portfolio. Management considers the effects of past events, current conditions, and reasonable and supportable forecasts on the collectability of the loan portfolio. The Company’s estimate of its ACL involves a high degree of judgment; therefore, management’s process for determining expected credit losses may result in a range of expected credit losses. The Company’s ACL recorded in the balance sheet reflects management’s best estimate within the range of expected credit losses. The Company recognizes in net income the amount needed to adjust the ACL for management’s current estimate of expected credit losses. The Company’s ACL is calculated using collectively evaluated and individually evaluated loans.
The allowance for credit losses is measured on a collective pool basis when similar risk characteristics exist. Loans with similar risk characteristics are grouped into homogenous segments, or pools, for analysis. The Discounted Cash Flow (“DCF”) method is used for each loan in a pool, and the results are aggregated at the pool level. A periodic tendency to default and absolute loss given default are applied to a projective model of the loan’s cash flow while considering prepayment and principal curtailment effects. The analysis produces expected cash flows for each instrument in the pool by pairing loan-level term information (e.g., maturity date, payment amount, interest rate, etc.) with top-down pool assumptions (e.g., default rates and prepayment speeds). The Company has identified the following portfolio segments: Owner-Occupied Commercial Real Estate, Non Owner-Occupied Commercial Real Estate, Multifamily, Municipal, Commercial and Industrial, Commercial Construction and Land Development, Residential Construction, Residential Senior Mortgage, Residential Junior Mortgage, Revolving Mortgage, and Consumer and Other.
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In determining the proper level of the ACL, management has determined that the loss experience of the Bank provides the best basis for its assessment of expected credit losses. The Company therefore used its own historical credit loss experience by each loan segment over an economic cycle, while excluding loss experience from certain acquired institutions (i.e., failed banks). For most of the segment models for collectively evaluated loans, the Company incorporated two or more macroeconomic drivers using a statistical regression modeling methodology.
Management considers forward-looking information in estimating expected credit losses. The Company subscribes to a third-party service which provides a quarterly macroeconomic baseline outlook and alternative scenarios for the United States economy. The baseline, along with the evaluation of alternative scenarios, is used by management to determine the best estimate within the range of expected credit losses. Management evaluates the appropriateness of the reasonable and supportable forecast scenarios and takes into consideration the scenarios in relation to actual economic and other data, such as gross domestic product growth, monetary and fiscal policy, inflation, supply chain issues and global events like the Russian/Ukraine conflict, as well as the volatility and magnitude of changes within those scenarios quarter over quarter, and consideration of conditions within the bank’s operating environment and geographic area. Additional forecast scenarios may be weighted along with the baseline forecast to arrive at the final reserve estimate. While periods of relative economic stability should generally lead to stability in forecast scenarios and weightings to estimate credit losses, periods of instability can likewise require management to adjust the selection of scenarios and weightings, in accordance with the accounting standards. For the contractual term that extends beyond the reasonable and supportable forecast period, the Company reverts to the long term mean of historical factors within four quarters using a straight-line approach. The Company generally uses a four-quarter forecast and a four-quarter reversion period.
It is widely acknowledged that the chances of recession are still high. Accordingly, management continues to use a blended forecast scenario of the baseline and more severe scenario, depending on the circumstances and economic outlook. As of December 31, 2022, management selected a baseline weighting of 75% and decreased the more severe scenario to 25% from using a baseline weighting of 60% and the more severe scenario of 40% at the end of the third quarter of 2022. The increase of the baseline weighting reflects increasing recognition of more downside risks in the economic forecast from persistent levels of inflation and rising interest rates, geopolitical tension and the Russian invasion of Ukraine, and global supply chain, energy and commodity issues. The more severe scenario increased in severity from the prior quarter and was viewed as less likely by management. While employment figures still showed resilience and provision related to actual loan losses remains at very low levels, the downward shifts in forecasted commercial real estate price index, national house price index and GDP increased expected loss rates for Commercial and Residential Real Estate as well as C&I loans. The resulting provision was approximately $47.1 million during the fourth quarter of 2022, including a provision for unfunded commitments of $14.2 million during the quarter. During 2022, the Company recorded $81.6 million in provision for credit losses, including a provision of $36.7 million for unfunded commitments.
Included in its systematic methodology to determine its ACL, management considers the need to qualitatively adjust expected credit losses for information not already captured in the loss estimation process. These qualitative adjustments either increase or decrease the quantitative model estimation (i.e., formulaic model results). Each period the Company considers qualitative factors that are relevant within the qualitative framework that includes the following: (1) lending policy; (2) economic conditions not captured in models; (3) volume and mix of loan portfolio; (4) past due trends; (5) concentration risk; (6) external factors; and (7) model limitations. At December 31, 2022, we included $9.2 million in qualitative adjustments, which was comprised of model limitations pertaining to the PCD loan portfolio acquired through the Atlantic Capital merger of $1.6 million, potential impact of rising rates on certain C&I credits of $3.3 million, and implementation of a new reserve framework for loan policy exceptions of $4.3 million. Of the total $9.2 million in qualitative adjustments made in the fourth quarter of 2022, $1.3 million was related to unfunded commitments.
When a loan no longer shares similar risk characteristics with its segment, the asset is assessed to determine whether it should be included in another pool or should be individually evaluated. The Company’s threshold for individually evaluated loans includes all non-accrual loans with a net book balance in excess of $1.0 million. management will monitor the credit environment and make adjustments to this threshold in the future if warranted. Based on the threshold above, consumer financial assets will generally remain in pools unless they meet the dollar threshold. The expected credit losses on individually evaluated loans will be estimated based on discounted cash flow analysis unless the loan meets the criteria for use of the fair value of collateral, either by virtue of an expected foreclosure or through meeting the definition of collateral-dependent. Financial assets that have been individually
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evaluated can be returned to a pool for purposes of estimating the expected credit loss insofar as their credit profile improves and the repayment terms were not considered to be unique to the asset.
Management measures expected credit losses over the contractual term of a loan. When determining the contractual term, the Company considers expected prepayments but is precluded from considering expected extensions, renewals, or modifications, unless the Company reasonably expects it will execute a troubled debt restructuring (“TDR”) with a borrower. In the event of a reasonably expected TDR, the Company factors the reasonably-expected TDR into the current expected credit losses estimate. For consumer loans, the point at which a TDR is reasonably expected is when the Company approves the borrower’s application for a modification (i.e., the borrower qualifies for the TDR) or when the Credit Administration department approves loan concessions on substandard loans. For commercial loans, the point at which a TDR is reasonably expected is when the Company approves the loan for modification or when the Credit Administration department approves loan concessions on substandard loans. The Company uses a discounted cash flow methodology for a TDR to calculate the effect of the concession provided to the borrower within the ACL. The Company has not chosen to early adopt the retirement of TDR guidance, which was adopted effective January 1, 2023.
A restructuring that results in only a delay in payments that is insignificant is not considered an economic concession. In accordance with the CARES Act, the Company implemented loan modification programs in response to the COVID-19 pandemic in order to provide borrowers with flexibility with respect to repayment terms. The Company’s payment relief assistance includes forbearance, deferrals, extension and re-aging programs, along with certain other modification strategies. The Company elected the accounting policy in the CARES Act to not apply TDR accounting to loans modified for borrowers impacted by the COVID-19 pandemic if the concession met the criteria as defined under the CARES Act.
For purchased credit-deteriorated, otherwise referred to herein as PCD, assets are defined as acquired individual financial assets (or acquired groups of financial assets with similar risk characteristics) that, as of the date of acquisition, have experienced a more-than-insignificant deterioration in credit quality since origination, as determined by the Company’s assessment. The Company records acquired PCD loans by adding the expected credit losses (i.e., allowance for credit losses) to the purchase price of the financial assets rather than recording through the provision for credit losses in the income statement. The expected credit loss, as of the acquisition day, of a PCD loan is added to the allowance for credit losses. The non-credit discount or premium is the difference between the unpaid principal balance and the amortized cost basis as of the acquisition date. Subsequent to the acquisition date, the change in the ACL on PCD loans is recognized through the provision for credit losses. The non-credit discount or premium is accreted or amortized, respectively, into interest income over the remaining life of the PCD loan on a level-yield basis. In accordance with the transition requirements within the standard, the Company’s acquired credit-impaired loans (i.e., ACI or Purchased Credit Impaired) were treated as PCD loans. As a result of the merger with Atlantic Capital, the Company identified approximately $137.9 million of loans as PCD and recorded an allowance for credit losses of $13.8 million on acquisition date for PCD loans.
Atlantic Capital was acquired and merged with and into the Bank on March 1, 2022, requiring that a closing date ACL be prepared for Atlantic Capital on a standalone basis and that the acquired portfolio be included in the Bank’s first quarter ACL. Atlantic Capital’s loans represented approximately 8% of the total Bank’s portfolio at March 31, 2022. Given the relative size and complexity of the acquired portfolio, similarities of the loan characteristics, and similar loss history to the existing portfolio, reserve calculations were performed using the Bank's existing CECL model, loan segmentation, and forecast weighting as the first quarter end reserve. The acquisition date ACL totaled $27.5 million, consisting of a non-PCD pooled reserve of $13.7 million, PCD pooled reserve of $5.7 million, and PCD individually evaluated reserve of $8.1 million. It represented about 8% of the combined Bank’s ACL reserve at March 31, 2022. The acquisition date reserve for unfunded commitments totaled $3.4 million, or 11% of the combined Bank’s total at March 31, 2022.
The Company follows its nonaccrual policy by reversing contractual interest income in the income statement when the Company places a loan on nonaccrual status. Therefore, management excludes the accrued interest receivable balance from the amortized cost basis in measuring expected credit losses on the portfolio and does not record an allowance for credit losses on accrued interest receivable. As of December 31, 2022 and 2021, the accrued interest receivable for loans recorded in Other Assets were $105.4 million and $70.6 million, respectively.
The Company has a variety of assets that have a component that qualifies as an off-balance sheet exposure. These primarily include undrawn portions of revolving lines of credit and standby letters of credit. The expected losses
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associated with these exposures within the unfunded portion of the expected credit loss will be recorded as a liability on the balance sheet. Management has determined that a majority of the Company’s off-balance-sheet credit exposures are not unconditionally cancellable. Management completes funding studies based on historical data to estimate the percentage of unfunded loan commitments that will ultimately be funded to calculate the reserve for unfunded commitments. Management applies this funding rate, along with the loss factor rate determined for each pooled loan segment, to unfunded loan commitments, excluding unconditionally cancellable exposures and letters of credit, to arrive at the reserve for unfunded loan commitments. As of December 31, 2022 and 2021, the liabilities recorded for expected credit losses on unfunded commitments were $67.2 million and $30.5 million, respectively. The current adjustment to the ACL for unfunded commitments is recognized through the Provision (Recovery) for Credit Losses in the Consolidated Statements of Income. The Company did not have an allowance for credit losses or record a provision for credit losses on investment securities or other financials asset during 2022.
As of December 31, 2022, the balance of the ACL was $356.4 million, or 1.18%, of total loans. The ACL increased $32.0 million from the balance of $324.4 million recorded at September 30, 2022. This increase during the fourth quarter of 2022 was the result of $32.9 million provision for credit losses and $0.9 million in net charge-offs. For the year ended December 31, 2022, the ACL increased $54.6 million from the balance of $301.8 million at December 31, 2021. The increase in ACL of $54.6 million was due a provision for credit losses of $45.2 million, $13.7 million due to the initial allowance for PCD loans acquired in the Atlantic Capital acquisition, along with net charge-offs of $4.3 million in 2022. For both the three and twelve months ended December 31, 2022, the Company recorded provision for credit losses due to loan growth and current forecasts applied to our modeling to adequately capture growing economic recessionary risks. As of December 31, 2021, the balance of the ACL was $301.8 million or 1.26% of total loans. For the year ended December 31, 2021, the ACL decreased $155.5 million from the balance of $457.3 million. The decrease in ACL of $155.5 million was due to a release of the allowance for credit losses of $152.4 million along with net charge-offs of $3.1 million in 2021. For 2021, the Company had releases of allowance for credit losses resulting from improvements in the economic forecasts that drive our ACL model as the economy improved during 2021.
At December 31, 2022, the Company had a reserve on unfunded commitments of $67.2 million, which was recorded as a liability on the Consolidated Balance Sheet, compared to $30.5 million at December 31, 2021. During the fourth quarter of 2022, the Company recorded a provision for credit losses on unfunded commitments of $14.2 million. The year-to-date provision of $36.7 million recorded in 2022 includes the initial provision for credit losses for unfunded commitments acquired from Atlantic Capital, which the Company recorded during the first quarter of 2022. The Company recorded a release of $12.9 million related to unfunded commitments during 2021. The provision for credit losses for unfunded commitments is based on the growth in unfunded loan commitments, production mix, and current forecast scenarios applied to our modeling to adequately capture growing economic recessionary risks. This amount was recorded in Provision (Recovery) for Credit Losses on the Consolidated Statements of Income.
The ACL provides 3.28 times coverage of nonperforming loans at December 31, 2022. Net charge offs to total average loans during the year ended December 31, 2022 were 0.02%, compared to 0.01% during the year ended December 31, 2021. We continued to show solid and stable asset quality numbers and ratios as of December 31, 2022. The following table provides the allocation, by segment, for expected credit losses. Because PPP loans are government guaranteed and management implemented additional reviews and procedures to help mitigate potential losses, management does not expect to recognize credit losses on this loan portfolio and as a result, did not record an ACL for PPP loans within the C&I loan segment presented in the table below.
Table 16—Allocation of the Allowance by Segment
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | December 31, 2022 | | December 31, 2021 | | ||||||
| (Dollars in thousands) | Amount | %* | Amount | %* | ||||||||
| Residential Mortgage Senior | | | $ | 72,188 | 18.8 | % | $ | 47,036 | 17.4 | % | ||
| Residential Mortgage Junior | | | 405 | 0.0 | % | 611 | 0.1 | % | ||||
| Revolving Mortgage | | | 14,886 | 4.6 | % | 13,325 | 5.2 | % | ||||
| Residential Construction | | | 8,974 | 2.9 | % | 4,997 | 2.7 | % | ||||
| Other Construction and Development | | | 45,410 | 6.5 | % | 37,593 | 5.8 | % | ||||
| Consumer | | | 22,767 | 4.2 | % | 23,149 | 3.8 | % | ||||
| Multifamily | | | | 3,684 | | 2.4 | % | | 4,921 | | 1.9 | % |
| Municipal | | | | 849 | | 2.4 | % | | 565 | | 2.7 | % |
| Owner Occupied Commercial Real Estate | | | | 58,083 | | 18.1 | % | | 61,794 | | 20.9 | % |
| Non-Owner Occupied Commercial Real Estate | | | | 78,485 | | 24.5 | % | | 79,649 | | 26.5 | % |
| Commercial and Industrial | | | 50,713 | 15.7 | % | 28,167 | 13.0 | % | ||||
| Total | | $ | 356,444 | 100.0 | % | $ | 301,807 | 100.0 | % |
* Loan balance in each category expressed as a percentage of total loans excluding PPP loans.
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The following table presents a summary of net charge off ratios by loan segment, for the year ended December 31, 2022 and 2021:
Table 17—Disaggregated Net Recovery (Charge Off) Ratio by Segment
| | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Year Ended | | ||||||||||||||||
| | | December 31, 2022 | | December 31, 2021 | | ||||||||||||||
| (Dollars in thousands) | | Net Recovery (Charge Off) | | Average Balance | | Net Recovery (Charge Off) Ratio | Net Recovery (Charge Off) | | Average Balance | | Net Recovery (Charge Off) Ratio | | |||||||
| Residential Mortgage Senior | | $ | 1,036 | | $ | 4,792,864 | | 0.02 | % | | $ | 1,343 | | $ | 4,139,341 | | 0.03 | % | |
| Residential Mortgage Junior | | 212 | | 13,835 | | 1.53 | % | | 146 | | 21,539 | | 0.68 | % | | ||||
| Revolving Mortgage | | 3,536 | | 1,294,044 | | 0.27 | % | | 1,254 | | 1,293,012 | | 0.10 | % | | ||||
| Residential Construction | | (13) | | 756,730 | | — | % | | 31 | | 580,194 | | 0.01 | % | | ||||
| Other Construction and Development | | 1,100 | | 1,669,834 | | 0.07 | % | | 1,774 | | 1,364,535 | | 0.13 | % | | ||||
| Consumer | | (7,788) | | 1,151,578 | | (0.68) | % | | (6,734) | | 885,770 | | (0.76) | % | | ||||
| Multifamily | | | — | | | 588,305 | | — | % | | | 3 | | | 385,430 | | — | % | |
| Municipal | | | — | | | 685,538 | | — | % | | | — | | | 628,443 | | — | % | |
| Owner Occupied Commercial Real Estate | | | (649) | | | 5,330,711 | | (0.01) | % | | | (1,082) | | | 4,869,458 | | 0.02 | % | |
| Non-Owner Occupied Commercial Real Estate | | | 213 | | | 6,998,540 | | — | % | | | 207 | | | 5,940,184 | | — | % | |
| Commercial and Industrial | | (1,920) | | 4,174,155 | | (0.05) | % | | (41) | | 4,010,606 | | — | % | | ||||
| Total | | $ | (4,273) | | $ | 27,456,134 | | (0.02) | | $ | (3,099) | | $ | 24,118,512 | | (0.01) | | |
The following table presents a summary of the changes in the ACL, for the years ended December 31, 2022 and 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, | ||||||||||||||||||||||||||
| | | 2022 | | 2021 | | 2020 | ||||||||||||||||||||||
| | | Non-PCD | | PCD | | | | Non-PCD | | PCD | | | | Non-PCD | | PCD | | | ||||||||||
| (Dollars in thousands) | | Loans | | Loans | | Total | | Loans | | Loans | | Total | | Loans | | Loans | | Total | ||||||||||
| Allowance for credit losses at January 1 | $ | 225,227 | | $ | 76,580 | | $ | 301,807 | | $ | 315,470 | | $ | 141,839 | | $ | 457,309 | | $ | 56,927 | | $ | — | | $ | 56,927 | | |
| Adjustment for implementation of CECL | — | | | — | | — | | — | | | — | | — | | 51,030 | | | 3,408 | | 54,438 | | |||||||
| ACL - PCD loans for ACBI merger | — | | | 13,758 | | 13,758 | | — | | | — | | — | | — | | | 149,404 | | 149,404 | | |||||||
| Loans charged-off | (17,332) | | | (6,114) | | (23,446) | | (14,391) | | | (2,508) | | (16,899) | | (9,714) | | | (4,888) | | (14,602) | | |||||||
| Recoveries of loans previously charged off | 12,140 | | | 7,033 | | 19,173 | | 7,778 | | | 6,022 | | 13,800 | | 6,333 | | | 5,444 | | 11,777 | | |||||||
| Net (charge-offs) recoveries | (5,192) | | | 919 | | (4,273) | | (6,613) | | | 3,514 | | (3,099) | | (3,381) | | | 556 | | (2,825) | | |||||||
| Initial provision for credit losses - ACBI | 13,697 | | | — | | 13,697 | | — | | | — | | — | | — | | | — | | — | | |||||||
| (Recovery) provision for credit losses | | 75,874 | | | (44,419) | | 31,455 | | (83,630) | | | (68,773) | | (152,403) | | 210,894 | | | (11,529) | | 199,365 | | ||||||
| Balance at end of period | $ | 309,606 | | $ | 46,838 | | $ | 356,444 | | $ | 225,227 | | $ | 76,580 | | $ | 301,807 | | $ | 315,470 | | $ | 141,839 | | $ | 457,309 | | |
| | | | | | | | | | | | | | | | | | | | ||||||||||
| Total loans, net of unearned income: | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| At period end | | $ | 30,177,862 | | | | | | | | $ | 23,928,166 | | | | | | | | $ | 24,664,134 | | | | | | | |
| Average | | 27,456,134 | | | | | | | | 24,118,512 | | | | | | | | 19,371,856 | | | | | | | | |||
| Net charge-offs as a percentage of average loans (annualized) | | 0.02 | % | | | | | | | 0.01 | % | | | | | | | 0.01 | % | | | | | | | |||
| Allowance for credit losses as a percentage of period end loans | | 1.18 | % | | | | | | | 1.26 | % | | | | | | | 1.85 | % | | | | | | | |||
| Allowance for credit losses as a percentage of period end non-performing loans (“NPLs”) | | 328.29 | % | | | | | | | 375.94 | % | | | | | | | 428.04 | % | | | | | | |
* Net charge-offs at December 31, 2022 and 2021 include automated overdraft protection (“AOP”) and insufficient fund (“NSF”) principal net charge-offs of $6.5 million and $4.6 million, respectively, that are included in the consumer classification above.
** Average loans, net of unearned income does not include loans held for sale.3
Deposits
We rely on deposits by our customers as the primary source of funds for the continued growth of our loan and investment securities portfolios. Customer deposits are categorized as either noninterest-bearing deposits or interest-bearing deposits. Noninterest-bearing deposits (or demand deposits) are transaction accounts that provide us with “interest-free” sources of funds. Interest-bearing deposits include savings deposit, interest-bearing transaction accounts, certificates of deposits, and other time deposits. Interest-bearing transaction accounts include HSA, IOLTA, and Market Rate checking accounts.
During 2022, overall deposits increased $1.3 billion, or 3.7%, to $36.4 billion from December 31, 2021. The increase was mainly due to the deposits assumed from the merger with Atlantic Capital in March 2022. The acquisition date deposits assumed from Atlantic Capital totaled $3.0 billion and were approximately $2.5 billion at December 31, 2022. Excluding the deposits assumed in the Atlantic Capital acquisition, our deposits have declined $1.2 billion in 2022 as the funds in the market from federal government stimulus programs have declined along with the effects from
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rising interest rates in the second half of 2022, which has increased competition and alternatives for deposits. The changes in our deposits since December 31, 2021 included an increase in noninterest-bearing transaction account deposits of $1.7 billion and saving deposits of $113.8 million. These increases were offset by a decline in interest-bearing demand deposits (including money market accounts) of $97.7 million and time deposits of $390.1 million. During 2022, we continued our focus on increasing core deposits (excluding certificates of deposits and other time deposits), which are normally lower cost funds compared to certificate of deposit balances.
The following table presents total deposits for the two years at December 31:
Table 22—Total Deposits
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | | December 31, | |||||
| (Dollars in thousands) | 2022 | 2021 | |||||
| Noninterest-bearing deposits | | $ | 13,168,656 | | $ | 11,498,840 | |
| Savings deposits | | 3,464,351 | | 3,350,547 | | ||
| Interest‑bearing demand deposits | | 17,297,630 | | 17,395,367 | | ||
| Total savings and interest‑bearing demand deposits | | 20,761,981 | | 20,745,914 | | ||
| Certificates of deposit | | 2,413,963 | | 2,803,987 | | ||
| Other time deposits | | 6,023 | | 6,088 | | ||
| Total time deposits | | 2,419,986 | | 2,810,075 | | ||
| Total deposits | | $ | 36,350,623 | | $ | 35,054,829 | |
The following are key highlights regarding overall changes in total deposits:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Total deposits increased $1.3 billion, or 3.7%, for the year ended December 31, 2022, compared to 2021 mainly due to the deposits assumed from the merger with Atlantic Capital in March 2022. The acquisition date deposits assumed from Atlantic Capital totaled $3.0 billion and were approximately $2.5 billion at December 31, 2022. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Noninterest-bearing deposits (demand deposits) increased by $1.7 billion, or 14.5%, for the year ended December 31, 2022, when compared with December 31, 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Money market (Market Rate Checking) and other interest-bearing demand deposits decreased $97.7 million, or 0.6%, for the year ended December 31, 2022 |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Savings deposits increased $113.8 million, or 3.4%, when compared with December 31, 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | At December 31, 2022, the ratio of savings, interest-bearing demand deposits, and time deposits to total deposits was 63.8%, a decrease of 3.4%, compared with the ratio of 67.2% at the end of 2021. |
The following are key highlights regarding overall growth in average total deposits:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Total deposits averaged $37.2 billion in 2022, an increase of $4.2 billion, or 12.7%, from 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Average interest-bearing deposits increased by $1.7 billion, or 7.9%, to $23.7 billion in 2022 compared to 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Average noninterest-bearing demand deposits increased by $2.5 billion, or 22.3%, to $13.5 billion in 2022 compared to 2021. |
The following table provides a maturity distribution of certificates of deposit of $250,000 or more for the next twelve months as of December 31:
Table 23—Maturity Distribution of Certificates of Deposits of $250 Thousand or More
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | | December 31, | | | |||||
| (Dollars in thousands) | 2022 | 2021 | % Change | ||||||
| Within three months | | $ | 115,528 | | $ | 179,524 | (35.6) | % | |
| After three through six months | | 118,511 | | 127,205 | (6.8) | % | |||
| After six through twelve months | | 168,785 | | 150,641 | 12.0 | % | |||
| After twelve months | | 84,361 | | 145,795 | (42.1) | % | |||
| | | $ | 487,185 | | $ | 603,165 | (19.2) | % |
At December 31, 2022 and 2021, the Company estimates that is has approximately $14.1 billion and $12.4 billion, respectively, in uninsured deposits including related interest accrued and unpaid. Since it is not reasonably practicable to provide a precise measure of uninsured deposits, the amounts above are estimates and are based on the
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same methodologies and assumptions used for the bank’s regulatory reporting requirements by the FDIC for the Call Report.
The following table provides a maturity distribution of uninsured time deposits for the next twelve months as of December 31:
Table 24—Maturity Distribution of Uninsured Deposits
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | | December 31, | | | |||||
| (Dollars in thousands) | 2022 | 2021 | % Change | ||||||
| Within three months | | $ | 57,302 | | $ | 86,479 | (33.7) | % | |
| After three through six months | | 71,261 | | 67,204 | 6.0 | % | |||
| After six through twelve months | | 91,785 | | 74,892 | 22.6 | % | |||
| After twelve months | | 42,361 | | 79,795 | (46.9) | % | |||
| | | $ | 262,709 | | $ | 308,370 | (14.8) | % |
Short-Term Borrowed Funds
Our short-term borrowed funds consist of federal funds purchased and securities sold under repurchase agreements, FRB borrowings on a secured line of credit, short-term FHLB Advances and the U.S. Bank line of credit. Note 10—Federal Funds Purchased and Securities Sold Under Agreements to Repurchase in our audited financial statements provides a profile of these funds at each year-end, the average amounts outstanding during each period, the maximum amounts outstanding at any month-end, and the weighted average interest rates on year-end and average balances in each category. Federal funds purchased and securities sold under agreements to repurchase most typically have maturities within one to three days from the transaction date. Certain of these borrowings have no defined maturity date. Note 11—Other Borrowings in our audited financial statements provide provides a profile of short-term FHLB advances, FRB borrowings and the U.S. Bank line of credit at each year-end, the average amount outstanding during each period and the weighted average interest rates on year-end and average balances. Short-term FHLB advances has a maturity of less than one year and the FRB borrowings and U.S. Bank line of credit has a daily maturity.
Long-Term Borrowed Funds
Our long-term borrowed funds consist of trust preferred junior subordinated debt and corporate subordinated debt. Note 11—Other Borrowings in our audited financial statements provides a profile of these funds at each year-end, the balance at year end, the interest rate at year end and the weighted average interest rate for long-term borrowings. Each issuance of trust preferred junior subordinated debt has a maturity of 30 years, but we can call the debt at any time without penalty.
Capital and Dividends
Our ongoing capital requirements have been met primarily through retained earnings, less the payment of cash dividends. As of December 31, 2022, shareholders’ equity was $5.1 billion, an increase of $272.0 million, or 5.7%, compared to the balance at December 31, 2021. The change from year-end 2021 was mainly attributable to net income of $496.0 million and stock, net of unvested equity awards, issued pursuant to the acquisition of Atlantic Capital of $657.8 million, less dividends paid on common shares of $146.5 million, common stock repurchased under our stock repurchase plan of $110.2 million and a decline in the AOCI attributable to a decrease in the market value of securities available for sale of $655.2 million.
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The following shows the changes in shareholders’ equity during 2022:
Table 25—Changes in Shareholders’ Equity
| | | | |
|---|---|---|---|
| Total shareholders' equity at December 31, 2021 | $ | 4,802,940 | |
| Net income | | | 496,049 |
| Dividends paid on common shares ($1.48 per share) | | | (146,486) |
| Dividends paid on restricted stock units | | | (178) |
| Net decrease in market value of securities available for sale, net of deferred taxes | | | (655,212) |
| Net decrease in market value of post retirement plan, net of deferred taxes | | | (730) |
| Stock options exercised | | | 1,585 |
| Stock issued pursuant to restricted stock units | | | 1 |
| Employee stock purchases | | | 2,858 |
| Equity based compensation | | | 35,638 |
| Common stock repurchased pursuant to stock repurchase plan | | | (110,204) |
| Common stock repurchased - equity plans | | | (9,126) |
| Stock issued pursuant to the acquisition of Atlantic Capital | | | 659,772 |
| Net fair value of unvested equity awards assumed in the Atlantic Capital acquisition | | | (1,980) |
| Total shareholders' equity at December 31, 2022 | | $ | 5,074,927 |
Our equity-to-assets ratio increased to 11.6% at December 31, 2022 from 11.5% at December 31, 2021. The increase from December 31, 2021 was due to the percentage increase in equity of 5.7% being higher than the percentage increase in total assets of 5.0%. The higher percentage growth in capital was mainly due to the Company’s net income of $496.0 million and stock, net of unvested equity awards, issued pursuant to the acquisition of Atlantic Capital of $657.8 million. The increase in assets in 2022 was mainly due to the assets acquired in the merger with Atlantic Capital and from the growth in investments and loans resulting from the growth in deposits of $1.3 billion.
In January 2021, the Board of Directors of the Company approved the 2021 Stock Repurchase Plan, which authorized the Company to repurchase 3,500,000 common shares. During 2021 and through December 31, 2022, we repurchased 3,129,979 shares, at an average price of $81.97 per share, excluding cost of commissions, for a total of $256.6 million. Of this amount, we repurchased 1,312,038 shares, at an average price of $83.99 per share (excluding cost of commissions) for a total of $110.2 million during 2022 under the 2021 Stock Repurchase Plan.
On June 7, 2022, the Company received the Federal Reserve Board’s supervisory nonobjection on the 2022 Stock Repurchase Program. The 2022 Stock Repurchase Program authorizes the Company to repurchase up to 3.75 million shares, or up to approximately five percent, of the Company’s outstanding shares of common stock as of March 31, 2022. Our Board of Directors approved the program after considering, among other things, our liquidity needs and capital resources as well as the estimated current value of our net assets. The aggregate number of shares of common stocks authorized to be repurchased totals 4.12 million shares, which includes 370,021 shares remaining from the Company’s 2021 Stock Repurchase Plan. The number of shares to be purchased and the timing of the purchases are based on a variety of factors, including, but not limited to, the level of cash balances, general business conditions, regulatory requirements, the market price of our common stock, and the availability of alternative investment opportunities.
We are subject to regulations with respect to certain risk-based capital ratios. These risk-based capital ratios measure the relationship of capital to a combination of balance sheet and off-balance sheet risks. The values of both balance sheet and off-balance sheet items are adjusted based on the rules to reflect categorical credit risk. In addition to the risk-based capital ratios, the regulatory agencies have also established a leverage ratio for assessing capital adequacy. The leverage ratio is equal to Tier 1 capital divided by total consolidated on-balance sheet assets (minus amounts deducted from Tier 1 capital). The leverage ratio does not involve assigning risk weights to assets.
Specifically, we are required to maintain the following minimum capital ratios:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | a CET1, risk-based capital ratio of 4.5%; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | a Tier 1 risk-based capital ratio of 6%; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | a total risk-based capital ratio of 8%; and |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | a leverage ratio of 4%. |
Under the current capital rules, Tier 1 capital includes two components: CET1 capital and additional Tier 1 capital. The highest form of capital, CET1 capital, consists solely of common stock (plus related surplus), retained earnings, accumulated other comprehensive income, otherwise referred to as AOCI, and limited amounts of minority
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interests that are in the form of common stock. Additional Tier 1 capital is primarily comprised of noncumulative perpetual preferred stock and Tier 1 minority interests. Tier 2 capital generally includes the allowance for loan losses up to 1.25% of risk-weighted assets, qualifying preferred stock, subordinated debt, trust preferred securities and qualifying tier 2 minority interests, less any deductions in Tier 2 instruments of an unconsolidated financial institution. AOCI is presumptively included in CET1 capital and often would operate to reduce this category of capital. When the current capital rules were first implemented, the Bank exercised its one-time opportunity at the end of the first quarter of 2015 for covered banking organizations to opt out of much of this treatment of AOCI, allowing us to retain our pre-existing treatment for AOCI.
In order to avoid restrictions on capital distributions or discretionary bonus payments to executives, a banking organization must maintain a “capital conservation buffer” on top of its minimum risk-based capital requirements. This buffer must consist solely of Tier 1 Common Equity, but the buffer applies to all three risk-based measurements (CET1, Tier 1 capital and total capital), resulting in the following effective minimum capital plus capital conservation buffer ratios: (i) a CET1 capital ratio of 7.0%, (ii) a Tier 1 risk-based capital ratio of 8.5%, and (iii) a total risk-based capital ratio of 10.5%.
The Bank is also subject to the regulatory framework for prompt corrective action, which identifies five capital categories for insured depository institutions (well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized) and is based on specified thresholds for each of the three risk-based regulatory capital ratios (CET1, Tier 1 capital and total capital) and for the leverage ratio.
The federal banking agencies revised their regulatory capital rules to (i) address the implementation of CECL; (ii) provide an optional three-year phase-in period for the adoption date adverse regulatory capital effects that banking organizations are expected to experience upon adopting CECL; and (iii) require the use of CECL in stress tests beginning with the 2020 capital planning and stress testing cycle for certain banking organizations that are subject to stress testing. CECL became effective for us on January 1, 2020 and the Company applied the provisions of the standard using the modified retrospective method as a cumulative-effect adjustment to retained earnings. Related to the implementation of ASU 2016-13, we recorded additional allowance for credit losses for loans of $54.4 million, deferred tax assets of $12.6 million, an additional reserve for unfunded commitments of $6.4 million and an adjustment to retained earnings of $44.8 million. Instead of recognizing the effects on regulatory capital from ASU 2016-13 at adoption, the Company initially elected the option for recognizing the adoption date effects on the Company’s regulatory capital calculations over a three-year phase-in.
In 2020, in response to the COVID-19 pandemic, the federal banking agencies issued a final rule for additional transitional relief to regulatory capital related to the impact of the adoption of CECL. The final rule provides banking organizations that adopt CECL in the 2020 calendar year with the option to delay for two years the estimated impact of CECL on regulatory capital, followed by the aforementioned three-year transition period to phase out the aggregate amount of benefit during the initial two-year delay for a total five-year transition. The estimated impact of CECL on regulatory capital (modified CECL transitional amount) is calculated as the sum of the adoption date impact on retained earnings upon adoption of CECL (CECL transitional amount) and the calculated change in the ACL relative to the adoption date ACL upon adoption of CECL multiplied by a scaling factor of 25%. The scaling factor is used to approximate the difference in the ACL under CECL relative to the incurred loss methodology. The Company chose the five-year transition method and is deferring the recognition of the effects from the adoption date and the CECL difference for the first two years of application. The modified CECL transitional amount was calculated each quarter for the first two years of the five-year transition. The amount of the modified CECL transition amount was fixed as of December 31, 2021, and that amount is subject to the three-year phase out, which began in the first quarter of 2022.
Table 26—Capital Adequacy Ratios
The following table presents our consolidated capital ratios under the applicable capital rules:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | | December 31, | |||||
| (In percent) | 2022 | 2021 | 2020 | ||||
| Common equity Tier 1 risk-based capital | | 10.96 | % | 11.76 | % | 11.77 | % |
| Tier 1 risk‑based capital | 10.96 | % | 11.76 | % | 11.77 | % | |
| Total risk‑based capital | 12.97 | % | 13.57 | % | 14.24 | % | |
| Tier 1 leverage | 8.72 | % | 8.08 | % | 8.27 | % |
The Company’s and Bank’s Common equity Tier 1 risk-based capital, Tier 1 risk-based capital and total risk-based capital ratios decreased compared to December 31, 2021. These ratios decreased due to the additional risk-
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weighted assets acquired through the acquisition of Atlantic Capital in the first quarter of 2022, which on average, had a higher risk weighting, the reduction in cash and cash equivalents during the year, which are lower risk weighted assets, and due to the organic growth in loans during 2022, which have a higher risk weighting. The effects on our ratios from the increase in risk-weighted assets were partially offset by an increase in Tier 1 and total risk-based capital due to net income recognized in 2022, the addition to the net equity of $657.8 million issued for the Atlantic Capital acquisition and the $75.0 million in subordinated debentures assumed from Atlantic Capital that qualifies as total risk-based capital. These increases in capital were partially offset by the $119.3 million of stock repurchases completed during 2022, including shares withheld for taxes pertaining to the vesting of equity awards, along with the dividend paid to shareholders of $146.5 million and the redemption of $13.0 million of subordinated debentures on June 30, 2022. The Tier 1 leverage ratios for both the Company and Bank increased compared to December 31, 2021, as the percentage increase in Tier 1 capital was greater than the percentage increase in average assets during 2022 due mainly to net income and equity issued in the Atlantic Capital acquisition. Our capital ratios are currently well in excess of the minimum standards and continue to be in the “well capitalized” regulatory classification.
The Company pays cash dividends to shareholders from its assets, which are mainly provided by dividends from its banking subsidiary. However, certain restrictions exist regarding the ability of its banking subsidiary to transfer funds to the Company in the form of cash dividends, loans or advances. The approval of the OCC is required if the total of all dividends declared by the Bank in any calendar year exceeds the total of its net profits for that year combined with its retained net profits for the preceding two years, less any required transfers to surplus. The federal banking agencies have issued policy statements which provide that bank holding companies and insured banks should generally pay dividends only out of current earnings.
During 2022, the Bank paid dividends to SouthState totaling $220.0 million. The Bank was not required to obtain approval of the OCC to pay these dividends. We used these funds and excess cash to pay our dividend to shareholders of $146.5 million, repurchase shares of our common stock on the open market totaling $110.2 million and redeem $13.0 million in subordinated debentures.
The following table provides the amount of dividends and payout ratios for the years ended December 31:
Table 27—Dividends Paid to Common Shareholders
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, | ||||||||
| (Dollars in thousands) | 2022 | 2021 | 2020 | |||||||
| Dividend payments to common shareholders | | $ | 146,486 | | $ | 135,201 | | $ | 98,256 | |
| Dividend payout ratios | | 29.54 | % | 28.43 | % | 81.45 | % |
We retain earnings to have capital sufficient to grow our loan and investment portfolios and to support certain acquisitions or other business expansion opportunities. The dividend payout ratio is calculated by dividing dividends paid during the year by net income for the year.
Liquidity
Liquidity refers to our ability to generate sufficient cash to meet our financial obligations, which arise primarily from the withdrawal of deposits, extension of credit and payment of operating expenses. Liquidity risk is the risk that the Bank’s financial condition or overall safety and soundness is adversely affected by an inability (or perceived inability) to meet its obligations. Our Asset Liability Management Committee (“ALCO”) is charged with the responsibility of monitoring policies designed to ensure acceptable composition of our asset/liability mix. Two critical areas of focus for ALCO are interest rate sensitivity and liquidity risk management. We have employed our funds in a manner to provide liquidity from both assets and liabilities sufficient to meet our cash needs.
Asset liquidity is maintained by the maturity structure of loans, investment securities and other short-term investments. Management has policies and procedures governing the length of time to maturity on loans and investments. Normally, changes in the earning asset mix are of a longer-term nature and are not used for day-to-day corporate liquidity needs.
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Our liabilities provide liquidity on a day-to-day basis. Daily liquidity needs are met from deposit levels or from our use of federal funds purchased, securities sold under agreements to repurchase, interest-bearing deposits at other banks and other short-term borrowings. We engage in routine activities to retain deposits intended to enhance our liquidity position. These routine activities include various measures, such as the following:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Emphasizing relationship banking to new and existing customers, where borrowers are encouraged and normally expected to maintain deposit accounts with our Bank; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Pricing deposits, including certificates of deposit, at rate levels that will attract and /or retain balances of deposits that will enhance our Bank’s asset/liability management and net interest margin requirements; and |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Continually working to identify and introduce new products that will attract customers or enhance our Bank’s appeal as a primary provider of financial services. |
Our non-acquired loan portfolio increased by approximately $6.8 billion, or approximately 42.1%, compared to the balance at December 31, 2021. The increase in the non-acquired loan portfolio was due to organic growth and renewals of acquired loans that are moved to our non-acquired loan portfolio. The acquired loan portfolio decreased by $504.6 million, or 6.4%, from the balance at December 31, 2021. This decrease was due to principal paydowns, charge-offs, foreclosures, and renewals of acquired loans moved to the non-acquired loan portfolio, offset by the addition of $2.4 billion in loans acquired from the Atlantic Capital transaction on March 1, 2022
Our investment securities portfolio increased $1.0 billion, or approximately 14.2%, compared to the balance at December 31, 2021. The increase in investment securities from December 31, 2021 was due to the Company making the decision to increase the size of the portfolio with the excess funds from deposit growth in the first half of 2022. The increase was a result of purchases of $2.5 billion, along with $703.7 million in investment securities acquired in the Atlantic Capital transaction. These increases were partially offset by maturities, calls, sales and paydowns of investment securities totaling $1.3 billion. Net amortization of premiums was $27.3 million in 2022. Total cash and cash equivalents declined $5.4 billion in 2022 to $1.3 billion at December 31, 2022, compared to $6.7 billion at December 31, 2021. This decline was due to the Company using funds to fund loan growth and purchase securities in 2022, along with the decline in deposits in the second half of 2022.
At December 31, 2022 and December 31, 2021, we had $150.0 million and $325.0 million of traditional, out–of-market brokered deposits. At December 31, 2022 and December 31, 2021, we had $637.0 million and $900.1 million, respectively, of reciprocal brokered deposits. Total deposits were $36.4 billion at December 31, 2022, an increase of $1.3 billion from $35.1 billion at December 31, 2021. Our deposit growth since December 31, 2021 included an increase in demand deposit accounts of $1.7 billion and an increase in savings of $113.8 million, partially offset by a decline in certificates of deposit of $390.1 million, a decrease in interest-bearing transaction accounts of $63.5 million and a decrease in money market accounts of $34.3 million. The increase in deposits was mainly due to the deposits assumed from the merger with Atlantic Capital in March 2022. The acquisition date deposits assumed from Atlantic Capital totaled $3.0 billion and were approximately $2.5 billion at December 31, 2022. Excluding the deposits assumed in the Atlantic Capital acquisition, our deposits have declined $1.2 billion in 2022 as the funds in the market from federal government stimulus programs have declined, along with the effects from rising interest rates in the second half of 2022 resulting from increased competition and alternatives for deposits. Total short-term borrowings at December 31, 2022 were $556.4 million consisting of $213.6 million in federal funds purchased and $342.8 million in securities sold under agreements to repurchase. Total long-term borrowings at December 31, 2022 were $392.3 million and consisted of trust preferred securities and subordinated debentures, which includes $78.5 million of subordinated debt assumed from Atlantic Capital on March 1, 2022. To the extent that we employ other types of non-deposit funding sources, typically to accommodate retail and correspondent customers, we continue to take in shorter maturities of such funds. Our current approach may provide an opportunity to sustain a low funding rate or possibly lower our cost of funds but could also increase our cost of funds if interest rates rise.
Through the operations of our Bank, we have made contractual commitments to extend credit in the ordinary course of our business activities. These commitments are legally binding agreements to lend money to our customers at predetermined interest rates for a specified period of time. We manage the credit risk on these commitments by subjecting them to normal underwriting and risk management processes. We believe that we have adequate sources of liquidity to fund commitments that are drawn upon by the borrowers. In addition to commitments to extend credit, we also issue standby letters of credit, which are assurances to third parties that they will not suffer a loss if our customer fails to meet its contractual obligation to the third-party. Although our experience indicates that many of these standby letters of credit will expire unused, through our various sources of liquidity, we believe that we will have the necessary
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resources to meet these obligations should the need arise.
Our ongoing philosophy is to remain in a liquid position, as reflected by such indicators as the composition of our earning assets, typically including some level of reverse repurchase agreements, federal funds sold, balances at the Federal Reserve Bank, and/or other short-term investments; asset quality; well-capitalized position; and profitable operating results. Cyclical and other economic trends and conditions can disrupt our desired liquidity position at any time. We expect that these conditions would generally be of a short-term nature. Under such circumstances, we expect our reverse repurchase agreements and federal funds sold positions, or balances at the Federal Reserve Bank, if any, to serve as the primary source of immediate liquidity. We could draw on additional alternative immediate funding sources from lines of credit extended to us from our correspondent banks and/or the FHLB. At December 31, 2022, we had a total FHLB credit facility of $4.2 billion with total outstanding FHLB letters of credit consuming $2.1 million leaving $4.2 billion in availability on the FHLB credit facility. At December 31, 2022, we had total federal funds credit lines of $300.0 million with no outstanding advances. If we needed additional liquidity, we would turn to short-term borrowings as an alternative immediate funding source and would consider other appropriate actions such as promotions to increase core deposits or the use of the brokered deposit markets. In addition, at December 31, 2022, we had $782.0 million of credit available at the Federal Reserve Bank’s discount window, but had no outstanding advances as of the end of 2022. We have a $100.0 million unsecured line of credit with U.S. Bank National Association with no outstanding advances at December 31, 2022. We believe that our liquidity position continues to be adequate and readily available.
Our contingency funding plan describes several potential stages based on stressed liquidity levels. Liquidity key risk indicators are reported to the Board of Directors on a quarterly basis. We maintain various wholesale sources of funding. If our deposit retention efforts were to be unsuccessful, we would use these alternative sources of funding. Under such circumstances, depending on the external source of funds, our interest cost would vary based on the range of interest rates charged. This could increase our cost of funds, impacting our net interest margin and net interest spread.
Asset-Liability Management and Market Risk Sensitivity
Our earnings and the economic value of equity vary in relation to the behavior of interest rates and the accompanying fluctuations in market prices of certain of our financial instruments. We define interest rate risk as the risk to earnings and equity arising from the behavior of interest rates. These behaviors include increases and decreases in interest rates as well as continuation of the current interest rate environment.
Our interest rate risk principally consists of reprice, option, basis, and yield curve risk. Reprice risk results from differences in the maturity or repricing characteristics of asset and liability portfolios. Option risk arises from embedded options in the investment and loan portfolios such as investment securities calls and loan prepayment options. Option risk also exists since deposit customers may withdraw funds at their discretion in response to general market conditions, competitive alternatives to existing accounts or other factors. The exercise of such options may result in higher costs or lower revenue. Basis risk refers to the potential for changes in the underlying relationship between market rates or indices, which subsequently result in narrowing spreads on interest-earning assets and interest-bearing liabilities. Basis risk also exists in administered rate liabilities, such as interest-bearing checking accounts, savings accounts, and money market accounts where the price sensitivity of such products may vary relative to general markets rates. Yield curve risk refers to adverse consequences of nonparallel shifts in the yield curves of various market indices that impact our assets and liabilities.
We use simulation analysis as a primary method to assess earnings at risk and equity at risk due to assumed changes in interest rates. Management uses the results of its various simulation analyses in combination with other data and observations to formulate strategies designed to maintain interest rate risk within risk tolerances.
Simulation analysis involves the use of several assumptions including, but not limited to, the timing of cash flows such as the terms of contractual agreements, investment security calls, loan prepayment speeds, deposit attrition rates, the interest rate sensitivity of loans and deposits relative to general market rates, and the behavior of interest rates and spreads. Equity at risk simulation uses assumptions regarding discount rates that value cash flows. Simulation analysis is highly dependent on model assumptions that may vary from actual outcomes. Key simulation assumptions are subject to sensitivity analysis to assess the impact of assumption changes on earnings at risk and equity at risk. Model assumptions are reviewed by our Assumptions Committee.
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Earnings at risk is defined as the percentage change in net interest income due to assumed changes in interest rates. Earnings at risk is generally used to assess interest rate risk over relatively short time horizons.
Equity at risk is defined as the percentage change in the net economic value of assets and liabilities due to changes in interest rates compared to a base net economic value. The discounted present value of all cash flows represents our economic value of equity. Equity at risk is generally considered a measure of the long-term interest rate exposures of the balance sheet at a point in time.
The earnings simulation models take into account our contractual agreements with regard to investments, loans, deposits, borrowings, and derivatives as well as a number of behavioral assumptions applied to certain assets and liabilities.
Mortgage banking derivatives used in the ordinary course of business consist of forward sales contracts and interest rate lock commitments on residential mortgage loans. These derivatives involve underlying items, such as interest rates, and are designed to mitigate risk. Derivatives are also used to hedge mortgage servicing rights. For additional information see Note 28—Derivative Financial Instruments in the consolidated financial statements.
From time to time, we execute interest rate swaps to hedge some of our interest rate risks. Under these arrangements, the Company enters into a variable rate loan with a client in addition to a swap agreement. The swap agreement effectively converts the client’s variable rate loan into a fixed rate loan. The Company then enters into a matching swap agreement with a third-party dealer to offset its exposure on the customer swap. The Company may also execute interest rate swap agreements that are not specific to client loans. As of December 31, 2022, the Company did not have such agreements. For additional information on these derivatives refer to Note 28—Derivative Financial Instruments in the consolidated financial statements.
Our interest rate risk key indicators are applied to a static balance sheet using forward rates from the Moody’s Baseline Scenario. The Company will also use other rate forecasts, including, but not limited to, Moody’s Consensus Scenario. This Base Case Scenario assumes the maturity composition of asset and liability rollover volumes is modeled to approximately replicate current consolidated balance sheet characteristics throughout the simulation. These treatments are consistent with the Company’s goal of assessing current interest rate risk embedded in its current balance sheet. The Base Case Scenario assumes that maturing or repricing assets and liabilities are replaced at prices referencing forward rates derived from the selected rate forecast consistent with current balance sheet pricing characteristics. Key rate drivers are used to price assets and liabilities with sensitivity assumptions used to price non-maturity deposits. The sensitivity assumptions for the pricing of non-maturity deposits are subjected to sensitivity analysis no less frequently than on an annual basis.
Interest rate shocks are applied to the Base Case on an instantaneous basis. The range of interest rate shocks will include upward and downward movements of rates through 400 basis points in 100 basis point increments. At times, market conditions may result in assumed rate movements that will be deemphasized. For example, during a period of ultra-low interest rates, certain downward rate shocks may be impractical. The model simulation results produced from the Base Case Scenario and related instantaneous shocks for changes in net interest income and changes in the economic value of equity are referred to as the Core Scenario Analysis and constitute the policy key risk indicators for interest rate risk when compared to risk tolerances.
Relative to prior modeling and disclosures, management revised its deposit beta assumptions higher due to the rapid increase in interest rates and expected further increases. Previous beta assumptions reflected sensitivities across full interest rate cycles. The beta assumptions were revised during the second quarter of 2022 to recognize that interest rates have risen while the Company’s cost of deposits have increased slightly. During the fourth quarter of 2022, the federal funds target rate increased 125 basis points while the Company’s total deposit cost increased 13 basis points. The revised beta assumptions reflect the acceleration of deposit cost increases associated with the expected increase in short term rates after December 31, 2022. These beta assumptions, when combined with the minimal increase in deposit costs since the federal funds rate began to rise in March 2022, reflect management’s estimates across the entire current rising rate cycle
The following interest rate risk metrics are derived from analysis using the Moody’s Consensus Scenario published in January 2023 as the Base Case. The consensus forecast projects an inverted yield curve through year 1. As of December 31, 2022, the earnings simulations indicated that the year 1 impact of an instantaneous 100 basis point
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increase / decrease in rates would result in an estimated 2.2% increase (up 100) and 2.9% decrease (down 100) in net interest income.
We use Economic Value of Equity (“EVE”) analysis as an indicator of the extent to which the present value of our capital could change, given potential changes in interest rates. This measure also assumes a static balance sheet (Base Case Scenario) with rate shocks applied as described above. At December 31, 2022, the percentage change in EVE due to a 100-basis point increase or decrease in interest rates was 1.2% decrease and 1.1% decrease, respectively. The percentage changes in EVE due to a 200-basis point increase or decrease in interest rates were 2.8% decrease and 4.7% decrease, respectively. The interest rate shock analysis results for EVE sensitivities are unusual as the benefits of repricing assets are mitigated by increasing deposit costs, and downward shocks are constrained on various balance sheet categories due to the inability to price products below floors or zero. This is particularly meaningful given the cost of deposits as of December 31, 2022.
The analysis below reflects a Base Case and shocked scenarios that assume a static balance sheet projection where volume is added to maintain balances consistent with current levels, except for PPP loans that are not assumed to be replaced. Base Case assumes new and repricing volumes reference forward rates derived from the Moody’s Consensus rate forecast. Instantaneous, parallel, and sustained interest rate shocks are applied to the Base Case scenario over a one-year time horizon.
Table 28—Rate Shock Analysis – Net Interest Income and Economic Value of Equity
| | | | |
|---|---|---|---|
| Percentage Change in Net Interest Income over One Year | | ||
| Up 100 basis points | | 2.2% | |
| Up 200 basis points | | 4.2% | |
| Down 100 basis points | | (2.9%) | |
| Down 200 basis points | | (7.2%) | |
LIBOR Transition
In July 2017, the Financial Conduct Authority (FCA) in the United Kingdom, which regulates LIBOR, announced that it intended to stop persuading or compelling banks to submit rates for the calculation of LIBOR at the end of 2021. On March 5, 2021, the FCA confirmed that all LIBOR settings would either cease to be provided by any administrator or no longer be representative immediately after December 31, 2021 for the one-week and two-month US dollar settings and immediately after June 30, 2023 for all remaining US dollar settings.
The Alternative Reference Rates Committee proposed Secured Overnight Financing Rate (“SOFR”) as its preferred rate as an alternative to LIBOR and proposed a paced market transition plan to SOFR from LIBOR. Organizations are currently working on industry-wide and company-specific transition plans related to derivatives and cash markets exposed to LIBOR. As noted within Part I - Item 1A. Risk Factors of the this Form 10-K for the year ended 2022, we hold instruments that may be impacted by the discontinuance of LIBOR including floating rate obligations, loans, deposits, derivatives and hedges, and other financial instruments but is not able to currently predict the associated financial impact of the transition to an alternative reference rate.
We have established a cross-functional LIBOR transition working group that has (1) assessed the Company's current exposure to LIBOR indexed instruments and the data, systems and processes that will be impacted; (2) established a detailed implementation plan; and (3) developed a formal governance structure for the transition. The Company has developed and continues to implement various proactive steps to facilitate the transition on behalf of customers, which include:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The adoption and ongoing implementation of fallback provisions that provide for the determination of replacement rates for LIBOR-linked financial products. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The adoption of new products linked to alternative reference rates, such as adjustable-rate mortgages, consistent with guidance provided by the U.S. regulators, the Alternative Reference Rates Committee, and GSEs. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The selection of SOFR indices as the replacement indices, and successful completion of systems testing using the SOFR replacement indices. |
The Company discontinued quoting LIBOR on September 30, 2021 and discontinued originating new products linked to LIBOR on December 31, 2021.
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We intend to use the provisions of the Adjustable Interest Rate (LIBOR) Act passed by Congress and signed in to law by the President in March 2022 for certain contracts referencing LIBOR. The Act provides for the use of SOFR as the replacement index with a spread adjustment when the remaining LIBOR indices are discontinued. The Act applies when there is no contract provision addressing the loss of LIBOR and may be used otherwise as well, provided the contract does not provide for a specific replacement index. This aligns with the plan of action currently under implementation by the Company. The final rule implementing the Act was released on December 22, 2022.
The Company continues to evaluate its financial and operational infrastructure in its effort to transition all financial and strategic processes, systems, and models to reference rates other than LIBOR. The Company is in the process of developing and implementing processes to educate client-facing associates and coordinate communications with customers regarding the transition.
As of December 31, 2022, the Company had the following exposures to LIBOR:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Approximately $5.1 billion of total outstanding loans referencing LIBOR. Of this amount, $5.0 billion have maturities occurring after the LIBOR discontinuation date of June 30, 2023. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Approximately $16.6 billion in interest rate swaps that are indexed to LIBOR with a gross positive fair value of $61.1 million, inclusive of $824.3 million of variation margin settlements, and a gross negative fair value of $884.8 million. However, the interest rate swaps associated with this program do not meet the strict hedge accounting requirements. Therefore, the transition to LIBOR will have no hedge accounting impact as changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings. Moreover, the exposure of both sides of these swaps is presented in these figures. These exposures are intended to offset each other. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Trust preferred securities that reference LIBOR and had a total principal balance of $118.6 million. These securities have maturities ranging from October 7, 2033 through March 14, 2037. |
Asset Credit Risk and Concentrations
The quality of our interest-earning assets is maintained through our management of certain concentrations of credit risk. We review each individual earning asset including investment securities and loans for credit risk. To facilitate this review, we have established credit and investment policies that include credit limits, documentation, periodic examination, and follow-up. In addition, we examine these portfolios for exposure to concentration in any one industry, government agency, or geographic location.
Loan and Deposit Concentration
We have no material concentration of deposits from any single customer or group of customers. We have no significant portion of our loans concentrated within a single industry or group of related industries. Furthermore, we attempt to avoid making loans that, in an aggregate amount, exceed 10% of total loans to a multiple number of borrowers engaged in similar business activities. At December 31, 2022 and 2021, there were no aggregated loan concentrations of this type. We do not believe there are any material seasonal factors that would have a material adverse effect on us. We do not have material foreign loans or deposits.
Concentration of Credit Risk
Each category of earning assets has a certain degree of credit risk. We use various techniques to measure credit risk. Credit risk in the investment portfolio can be measured through bond ratings published by independent agencies. In the investment securities portfolio, the investments consist of U.S. government-sponsored entity securities, tax-free securities, or other securities having ratings of “AAA” to “Not Rated”. All securities, with the exception of those that are not rated, were rated by at least one of the nationally recognized statistical rating organizations. The credit risk of the loan portfolio can be measured by historical experience. We maintain our loan portfolio in accordance with credit policies that we have established. Although the Bank has a diversified loan portfolio, a substantial portion of our borrowers’ abilities to honor their contracts is dependent upon economic conditions within our geographic footprint and the surrounding regions.
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We consider concentrations of credit to exist when, pursuant to regulatory guidelines, the amounts loaned to a multiple number of borrowers engaged in similar business activities which would cause them to be similarly impacted by general economic conditions represents 25% of total Tier 1 capital plus regulatory adjusted allowance for credit losses of the Company, or $1.0 billion at December 31, 2022. Based on this criteria, we had eight such credit concentrations at December 31, 2022, including loans on hotels and motels of $1.0 billion, loans to lessors of nonresidential buildings (except mini-warehouses) of $5.7 billion, loans secured by owner occupied office buildings (including medical office buildings) of $1.9 billion, loans secured by owner occupied nonresidential buildings (excluding office buildings) of $1.7 billion, loans to lessors of residential buildings (investment properties and multi-family) of $1.8 billion, loans secured by 1st mortgage 1-4 family owner occupied residential property (including condos and home equity lines) of $5.4 billion, loans secured by jumbo (original loans greater than $548,250) 1st mortgage 1-4 family owner occupied residential property of $2.3 billion and loans secured by business assets including accounts receivable, inventory and equipment of $2.1 billion. The risk for these loans and for all loans is managed collectively through the use of credit underwriting practices developed and updated over time. The loss estimate for these loans is determined using our standard ACL methodology.
After the adoption of CECL in the first quarter of 2020, banking regulators established guidelines for calculating credit concentrations. Banking regulators set the guidelines for construction, land development and other land loans to total less than 100% of total Tier 1 capital less modified CECL transitional amount plus ACL (CDL concentration ratio) and for total commercial real estate loans (construction, land development and other land loans along with other non-owner occupied commercial real estate and multifamily loans) to total less than 300% of total Tier 1 capital less modified CECL transitional amount plus ACL (CRE concentration ratio). Both ratios are calculated by dividing certain types of loan balances for each of the two categories by the Bank’s total Tier 1 capital less modified CECL transitional amount plus ACL. At December 31, 2022, the Bank’s CDL concentration ratio was 64.8% and its CRE concentration ratio was 249.0%. At December 31, 2021, the Bank’s CDL concentration ratio was 55.2% and its CRE concentration ratio was 238.5%. As of December 31, 2022 and 2021, the Bank was below the established regulatory guidelines. When a bank’s ratios are in excess of one or both of these loan concentration ratios guidelines, banking regulators generally require an increased level of monitoring in these lending areas by Bank management. Therefore, we monitor these two ratios as part of our concentration management processes.
Effect of Inflation and Changing Prices
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, which require the measure of financial position and results of operations in terms of historical dollars, without consideration of changes in the relative purchasing power over time due to inflation. Unlike most other industries, the majority of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates generally have a more significant effect on a financial institution’s performance than does the effect of inflation. Interest rates do not necessarily change in the same magnitude as the prices of goods and services.
While the effect of inflation on banks is normally not as significant as is its influence on those businesses which have large investments in plant and inventories, it does have an effect. During periods of high inflation, there are normally corresponding increases in money supply, and banks will normally experience above average growth in assets, loans and deposits. Also, general increases in the prices of goods and services will result in increased operating expenses. Inflation also affects our bank’s customers and may result in an indirect effect on our bank’s business.
Contractual Obligations
The following table presents payment schedules for certain of our contractual obligations as of December 31, 2022. Long-term debt obligations totaling $392.3 million include trust preferred junior subordinated debt and corporate subordinated debt. Operating and finance lease obligations of $136.6 million and $2.7 million, respectively, pertain to banking facilities. Certain lease agreements include payment of property taxes and insurance and contain various renewal options. Additional information regarding leases is contained in Note 21 of the audited consolidated financial statements.
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Table 29—Obligations
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | Less Than | | 1 to 3 | | 3 to 5 | | More Than | |||||
| (Dollars in thousands) | Total | 1 Year | Years | Years | 5 Years | |||||||||||
| Long‑term debt obligations* | | $ | 392,275 | | $ | — | | $ | — | | $ | — | | $ | 392,275 | |
| Short-term debt obligations* | | | — | | | — | | | — | | | — | | | — | |
| Finance lease obligations | | | 2,729 | | | 490 | | | 1,022 | | | 987 | | | 230 | |
| Operating lease obligations | | 136,593 | | 16,280 | | 28,455 | | 25,307 | | 66,551 | | |||||
| Total | | $ | 531,597 | | $ | 16,770 | | $ | 29,477 | | $ | 26,294 | | $ | 459,056 | |
* Represents principal maturities.
FY 2021 10-K MD&A
SEC filing source: 0001558370-22-002075.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking Statements
Statements included in this Report, which are not historical in nature are intended to be, and are hereby identified as, forward-looking statements for purposes of the safe harbor provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward looking statements are based on, among other things, Management’s beliefs, assumptions, current expectations, estimates and projections about the financial services industry, the economy, SouthState and the proposed merger with ACBI. Words and phrases such as “may,” “approximately,” “continue,” “should,” “expects,” “projects,” “anticipates,” “is likely,” “look ahead,” “look forward,” “believes,” “will,” “intends,” “estimates,” “strategy,” “plan,” “could,” “potential,” “possible” and variations of such words and similar expressions are intended to identify such forward-looking statements. We caution readers that forward-looking statements are subject to certain risks, uncertainties and assumptions that are difficult to predict with regard to, among other things, timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results. Such risks, uncertainties and assumptions, include, among others, those risks listed under “Summary of Risk Factors” starting on page 19 of this Report.
For any forward looking statements made in this Report or in any documents incorporated by reference into this Report, we claim the protection of the safe harbor for forward looking statements contained in the Private Securities Litigation Reform Act of 1995. All forward-looking statements speak only as of the date they are made and are based on information available at that time. We do not undertake any obligation to update or otherwise revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements. All subsequent written and oral forward-looking statements by us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.
Additional information with respect to factors that may cause actual results to differ materially from those contemplated by our forward looking statements may also be included in other reports that we file with the SEC. We caution that the foregoing list of risk factors is not exclusive and not to place undue reliance on forward looking statements.
Introduction
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) describes SouthState Corporation and its subsidiary’s results of operations for the year ended December 31, 2021 as compared to the year ended December 31, 2020, and the year ended December 31, 2020 as compared to the year ended December 31, 2019, and also analyzes our financial condition as of December 31, 2021 as compared to December 31, 2020. Like most banking institutions, we derive most of our income from interest we receive on our loans and investments. Our primary source of funds for making these loans and investments is our deposits, on most of which we pay interest. Consequently, one of the key measures of our success is the amount of net interest income, or the difference between the income on our interest-earning assets, such as loans and investments, and the expense on our interest-bearing liabilities, such as deposits. Another key measure is the spread between the yield we earn on these interest-earning assets and the rate we pay on our interest-bearing liabilities.
There are risks inherent in all loans, so we maintain an allowance for credit losses to absorb our estimate of probable losses on existing loans that may become uncollectible. We establish and maintain this allowance by recording a provision or recovery for credit losses against our earnings. In the following section, we have included a detailed discussion of this process.
In addition to earning interest on our loans and investments, we earn income through fees and other services we charge to our customers. We incur costs in addition to interest expense on deposits and other borrowings, the largest of which is salaries and employee benefits. We describe the various components of this noninterest income and noninterest expense in the following discussion.
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The following section also identifies significant factors that have affected our financial position and operating results during the periods included in the accompanying financial statements. We encourage you to read this discussion and analysis in conjunction with the financial statements and the related notes and the other information included in this Report.
Overview
SouthState Corporation is a financial holding company headquartered in Winter Haven, Florida, and was incorporated under the laws of South Carolina in 1985. We provide a wide range of banking services and products to our customers through our Bank. The Bank operates SouthState Advisory, Inc., a wholly owned registered investment advisor. The Bank also operates Duncan-Williams, Inc. (“Duncan-Williams”), which it acquired on February 1, 2021. Duncan-Williams is a registered broker-dealer, headquartered in Memphis, Tennessee, that serves primarily institutional clients across the U.S. in the fixed income business. The Bank also owns CBI Holding Company, LLC (“CBI”), which in turn owns Corporate Billing, LLC (“Corporate Billing”), a transaction-based finance company headquartered in Decatur, Alabama that provides factoring, invoicing, collection and accounts receivable management services to transportation companies and automotive parts and service providers nationwide. The holding company also owns SSB Insurance Corp., a captive insurance subsidiary pursuant to Section 831(b) of the U.S. Tax Code. The holding company also owned R4ALL, Inc., which managed troubled loans purchased from the Bank. During the third quarter of 2021, the final loan held by R4ALL, Inc. paid off, and the holding company subsequently dissolved R4ALL, Inc. effective October 29, 2021.
At December 31, 2021, we had $42.0 billion in assets and 5,036 full-time equivalent employees. Through our Bank branches, ATMs and online banking platforms, we provide our customers with a wide range of financial products and services, through a six (6) state footprint in Alabama, Florida, Georgia, North Carolina, South Carolina and Virginia. These financial products and services include deposit accounts such as checking accounts, savings and time deposits of various types, safe deposit boxes, bank money orders, wire transfer and ACH services, brokerage services and alternative investment products such as annuities and mutual funds, trust and asset management services, loans of all types, including business loans, agriculture loans, real estate-secured (mortgage) loans, personal use loans, home improvement loans, automobile loans, manufactured housing loans, boat loans, credit cards, letters of credit, home equity lines of credit, treasury management services, and merchant services.
We also operate a correspondent banking and capital markets division within our national bank subsidiary, of which the majority of its bond salesmen, traders and operational personnel are housed in facilities located in Birmingham, Alabama and Atlanta, Georgia. This division’s primary revenue generating activities are related to its capital markets division, which includes commissions earned on fixed income security sales, fees from hedging services, loan brokerage fees and consulting fees for services related to these activities; and its correspondent banking division, which includes spread income earned on correspondent bank deposits (i.e., federal funds purchased) and correspondent bank checking account deposits and fees from safe-keeping activities, bond accounting services for correspondents, asset/liability consulting related activities, international wires, and other clearing and corporate checking account services. The correspondent banking and capital markets division was further expanded with the addition of Duncan-Williams on February 1, 2021.
We earned net income of $475.5 million, or $6.71 diluted earnings per share (“EPS”), during 2021 compared to net income of $120.6 million, or $2.19 diluted EPS, in 2020. Net income available to the common shareholders was up $354.9 million, or 294.2%, in 2021 compared to 2020. For further discussion of the Company’s results of operations for the year ended December 31, 2021 as compared to the year ended December 31, 2020, and the year ended December 31, 2020 as compared to the year ended December 31, 2019, see Results of Operations section of this MD&A starting on page 57.
At December 31, 2021, we had total assets of approximately $42.0 billion compared to approximately $37.8 billion at December 31, 2020. See the Financial Condition section of this MD&A starting on page 68 for a more detailed description of the change in our balance sheet.
Our asset quality results remained strong in 2021. For the year ended December 31, 2021, net charge offs as a percentage of average loans remained unchanged at 0.01% from the year ended December 31, 2020. The total Nonperforming Assets (“NPAs”) decreased $35.3 million to $83.7 million at December 31, 2021 from $119.1 million at December 31, 2020. Acquired NPAs decreased $29.4 million to $59.8 million at December 31, 2021 from $89.2 million
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at December 31, 2020. Acquired nonperforming loans decreased $20.7 million and acquired OREO and other nonperforming assets decreased $8.7 million. Non-acquired NPAs decreased $6.0 million to $23.9 million at December 31, 2021 from $29.9 million at December 31, 2020. This decline was mainly related to a decline in non-acquired nonperforming loans which fell by $5.9 million from December 31, 2020. Non-acquired OREO and other NPAs remained stable in 2021 and decreased $98,000. The total NPAs as a percentage of total assets decreased 12 basis points to 0.20% at December 31, 2021 as compared to 0.32% at December 31, 2020.
Our efficiency ratio was 65.6% at December 31, 2021 compared to 67.5% at December 31, 2020. The positive change in our efficiency ratio was due to the effect of the 22.0% increase in the total of net interest income and noninterest income being greater than the effect of the 18.5% increase in noninterest expense. The main reason for the increase in net interest income and noninterest income was due to the Company having a full year’s effect of the income in 2021 from the merger with CSFL that occurred in June 2020. The lower percentage increase in noninterest expense was mainly due to the cost saves recognized since the merger with CSFL.
We continue to remain well-capitalized with a total risk-based capital ratio of 13.56% and a Tier 1 leverage ratio of 8.05%, as of December 31, 2021, compared to 14.24% and 8.27%, respectively, at December 31, 2020. The total risk-based capital ratio decreased in 2021 as total risk-weighted assets increased $1.7 billion, or 6.5%, while total risk-based capital (excluding the change in accumulated other comprehensive income, or AOCI) grew by $50.6 million, or 1.4%. The decrease in the total risk-based capital ratio at the Company was due to the percentage increase in total risk-based capital being less than the percentage increase in total risk-based assets. The reason for the lower percentage increase in the total risk-based capital at the Company was due the redemption of $25.0 million in subordinated debt and $38.5 million in trust preferred securities during the second quarter of 2021 that was included in total risked-based capital along with the amount of allowance for credit losses eligible for capital purposes declining $77.3 million with the releases of provision in 2021. The Tier 1 leverage ratio decreased from the prior year as tier 1 capital (excluding the change in AOCI) increased by $191.5 million or 6.4%, while total average eligible assets increased $3.4 billion, or 9.3%. The Tier 1 leverage ratio declined as the percentage increase in Tier 1 risk-based capital was less than the percentage increase in the average assets for regulatory capital purposes. The increase in average assets was mainly due to an increase in cash and cash equivalents and investments from December 31, 2020 with deposits growing as the federal government has pushed funds into the market through stimulus programs, in addition to consumers remaining conservative in their spending habits. We believe our current capital ratios position us well to grow both organically and through certain strategic opportunities. For further discussion of the Company’s financial condition as of December 31, 2021 compared to December 31, 2020, see Financial Condition section of this MD&A starting on page 68.
COVID-19
Although the economy has been recovering from the COVID-19 pandemic and vaccine distributions and treatments are generally available, businesses throughout the United States and our customers are still being adversely affected by the COVID-19 pandemic. In many of the states in our market area, as the economies have been allowed to reopen, there has been an increase in cases of COVID-19 and several new variants of COVID-19 in 2021 that have caused cases to increase.
The impact of the COVID-19 pandemic is fluid and continues to evolve. The COVID-19 pandemic, and its associated impacts on trade (including supply chains and export levels), travel, employee productivity, unemployment, consumer spending, and other economic activities, initially resulted in less economic activity, lower equity market valuations and increased volatility and disruption in financial markets, and had an adverse effect on our business, financial condition and results of general operations, with a more limited impact to our correspondent banking and capital markets business lines. Those impacts declined as the economy reopened during the second half of 2021. However, the ultimate extent of the impact of the COVID-19 pandemic on our business, financial condition and results of operations is uncertain and will depend on various developments and other factors, including, among others, an increase in cases as a result of new waves of the pandemic or as new variants of the disease begin to circulate, how federal, state and local governments and the private sector respond, and the associated impacts on the economy, financial markets and our customers, employees and vendors.
Our business, financial condition and results of operations generally rely upon the ability of our borrowers to repay their loans, the value of collateral underlying our secured loans, and demand for loans and other products and services we offer, which are highly dependent on the business environment in our primary markets where we operate and in the United States as a whole. The COVID-19 pandemic has had a significant impact on our business and operations.
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As part of our efforts to practice social distancing, in March 2020, we closed all of our banking lobbies and began conducting most of our business through drive-thru tellers and through electronic and online means. To support the health and well-being of our employees, we allowed a majority of our non-customer facing workforce to work from home. In October 2020, we reopened our banking lobbies in our branch locations, but a majority of our support staff is still working from home. We anticipate the remaining support staff that has elected to return to the office will return in early 2022.
To support our customers or to comply with law, starting in 2020, we deferred loan payments from 90 to 360 days for consumer and commercial customers. We will continue to offer COVID-19 deferrals through September 30, 2022. For customers directly impacted by the COVID-19 pandemic, we suspended residential property foreclosure sales and involuntary automobile repossessions through October 1, 2020, which was the latest moratorium expiration for states in our footprint. Eviction actions were suspended through December 31, 2020 per Centers for Disease Control and Prevention Agency Order 2020-19654. Additionally, we offered fee waivers, payment deferrals, and other expanded assistance for automobile, mortgage, small business and personal lending customers.
Also, we have extended credit to both customers and non-customers related to the Paycheck Protection Program (“PPP”) loans. As of December 31, 2021, we have produced approximately 28,000 loans totaling approximately $3.2 billion through the PPP. Approximately $244.6 million of those PPP loans remain outstanding as of December 31, 2021.
The CFPB issued guidelines applicable to mortgage borrowers impacted by COVID-19 relating to loss mitigation and loan modifications which remain in effect from August 26, 2021 until September 30, 2022. We have confirmed that the Company’s current mortgage loan standards and processes meet all of the guidelines set forth by the CFPB. Future governmental actions may require more of these and other types of customer-related responses.
As of December 31, 2021, we have deferrals of $8.5 million, or 0.04%, of our total loan portfolio, excluding loans held for sale and PPP loans. For commercial loans, the standard deferral was 90 days for both principal and interest, 120 days of principal only payments or 180 days of interest only payments. We have actively reached out to our customers to provide guidance and direction on these deferrals. In terms of available lines of credit, the Company has not experienced an increase in borrowers drawing down on their lines.
While deferrals have been decreasing materially since the third quarter of 2020, given the fluidity of the pandemic and the risk there may be new lockdowns or restrictions on business activities to slow the spread of the virus, there is no guarantee that some loans not currently on deferral might return to deferral status.
A restructuring that results in only a delay in payments that is insignificant is not considered an economic concession. In accordance with the CARES Act, the Company implemented loan modification programs in response to the COVID-19 pandemic in order to provide borrowers with flexibility with respect to repayment terms. The Company’s payment relief assistance includes forbearance, deferrals, extension and re-aging programs, along with certain other modification strategies. The Company elected the accounting policy in the CARES Act to suspend TDR accounting to loans modified for borrowers impacted by the COVID-19 pandemic if the concession met the criteria defined under the CARES Act.
We are continuously monitoring the impact of the COVID-19 pandemic on our results of operations and financial condition. With the adoption of ASU 2016-13 on January 1, 2020, the Company changed its method for calculating its ACL for loans, investments, unfunded commitments and other financial assets. As a result of the new accounting standard, the Company changed its method for calculating its ACL for loans from an incurred loss method to a life of loan method. Considering the COVID-19 pandemic in our CECL models and moving to one CECL model (with the merged bank) during the third quarter of 2020, we recorded a provision for credit losses of $236.0 million in 2020. The recorded amount mainly was from the second quarter 2020, where the provision for credit losses was comprised of three major components: (1) $119.1 million for the day 1 provision for loans without significant credit deterioration (“Non-PCD”) acquired from CSFL, (2) $31.3 million from the legacy SouthState loan portfolio, and (3) $1.1 million from the acquired CSFL loan portfolio since the merger date. While there have been improvements in the economic forecasts during 2021, resulting in a recovery for credit losses of $165.3 million during the current year, there is continued uncertainty around the COVID-19 pandemic and its latest Omicron variant that may result in additional provision for credit losses in the future.
We also are monitoring the impact of COVID-19 on the valuation of goodwill. Additional detail in regards to
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the goodwill analysis is disclosed below under the Goodwill and Other Intangible Assets section of the Critical Accounting Policies and Estimates.
Atlantic Capital Bancshares, Inc. Merger
On July 23, 2021, SouthState and Atlantic Capital announced that the two companies had entered into a Merger Agreement, which provides that upon the terms and subject to the conditions set forth in the Merger Agreement, Atlantic Capital will merge with and into SouthState, with SouthState continuing as the surviving corporation in the merger. The Merger Agreement was unanimously approved by the Board of Directors of the Company and Atlantic Capital’s shareholders. The Company received OCC’s approval for the pending merger in October 2021, and the Federal Reserve Board’s approval in February 2022.
Under the terms of the Merger Agreement, shareholders of Atlantic Capital will receive 0.36 shares of SouthState’s common stock for each share of Atlantic Capital common stock they own. The transaction is expected to close during the first quarter of 2022. At December 31, 2021, Atlantic Capital reported $3.8 billion in total assets, $2.4 billion in loans and $3.3 billion in deposits.
CenterState Bank Corporation Merger
On June 7, 2020, the Company acquired all of the outstanding common stock of CSFL, the holding company for CSB, in a stock transaction. Pursuant to the merger agreement, (i) CSFL merged with and into the Company, with the Company continuing as the surviving corporation in the Merger, and (ii) immediately following the Merger, SSB merged with and into CSB, with CSB continuing as the surviving bank in the Bank Merger. In connection with the Bank Merger, CSB changed its name to SouthState Bank, National Association. CSFL common shareholders received 0.3001 shares of the Company’s common stock in exchange for each share of CSFL stock resulting in the Company issuing 37,271,069 shares of its common stock. In total, the purchase price for CSFL was $2.3 billion including the value of the conversion of outstanding warrants, stock options and restricted stock units totaling $10.3 million.
In the acquisition, the Company acquired $13.0 billion of loans (excluding loans held for sale) at fair value, net of $239.5 million, or 1.82%, estimated discount to the outstanding principal balance. Of the total loans acquired, Management identified $3.1 billion with credit deficiencies that were identified as Purchased Credit Deteriorated (“PCD”) loans. The Company assumed $15.6 billion in deposits including a $20.2 million premium for fixed maturity time deposits.
As a result of the Bank Merger, the Bank became a national banking association that is subject to primary
supervision and regulation by the OCC and subject to the National Bank Act, and is no longer subject to supervision and regulation by the SCBFI. In addition, the FDIC is no longer the Bank’s primary federal regulator, and the Bank is now a member of the Federal Reserve System.
Branch Consolidation and Other Cost Initiatives
As a part of the ongoing evaluation of customer service delivery and efficiencies, the Company consolidated branch locations in the first quarter of 2021. The annual savings in 2022 of these closures, which primarily includes personnel, facilities, and equipment cost, is expected to be $726,000, and the impact in 2021 was approximately $605,000. Two of the locations were in Florida and two in Georgia.
Capital Management
On January 27, 2021, the Board of Directors of the Company approved the authorization of a 3.5 million share Company stock repurchase plan (the “2021 Stock Repurchase Plan”). During 2021, the Company repurchased a total of 1,817,941 shares for $146.4 million or $80.51 per share (excluding commission expense).
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared based on the application of accounting policies in accordance with generally accepted accounting principles (“GAAP”) and follow general practices within the banking industry. Our financial position and results of operations are affected by Management’s application of accounting
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policies, including estimates, assumptions and judgments made to arrive at the carrying value of assets and liabilities and amounts reported for revenues and expenses. Differences in the application of these policies could result in material changes in our consolidated financial position and consolidated results of operations and related disclosures. Understanding our accounting policies is fundamental to understanding our consolidated financial position and consolidated results of operations. Accordingly, our significant accounting policies and changes in accounting principles and effects of new accounting pronouncements are discussed in Note 1 of our audited consolidated financial statements.
The following is a summary of our critical accounting policies that are highly dependent on estimates, assumptions and judgments.
Business Combinations
We account for 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. We adopted ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, on January 1, 2020 which now requires us to record purchased financial assets with credit deterioration (PCD assets), defined as a more-than-insignificant deterioration in credit quality since origination or issuance, at the purchase price plus the allowance for credit losses expected at the time of acquisition. Under this method, there is no provision for credit losses affecting net income on acquisition of PCD assets. Changes in estimates of expected credit losses after acquisition are recognized as provision for credit loss expense (or recovery of credit losses) in subsequent periods as they arise. Any non-credit discount or premium resulting from acquiring a pool of purchased financial assets with credit deterioration shall be allocated to each individual asset. At the acquisition date, the initial allowance for credit losses determined on a collective basis shall be allocated to individual assets to appropriately allocate any non-credit discount or premium. The non-credit discount or premium, after the adjustment for the allowance for credit losses, shall be accreted into interest income using the interest method based on the effective interest rate determined after the adjustment for credit losses at the adoption date.
A purchased financial asset that does not qualify as a PCD asset is accounted for similar to an originated financial asset. Generally, this means that an entity recognizes the allowance for credit losses for non-PCD assets through net income at the time of acquisition. In addition, both the credit discount and non-credit discount or premium resulting from acquiring a pool of purchased financial assets that do not qualify as PCD assets shall be allocated to each individual asset. This combined discount or premium shall be accreted into interest income using the effective yield method.
For further discussion of our loan accounting and acquisitions, see Note 1—Summary of Significant Accounting Policies, Note 2—Mergers and Acquisitions, Note 4—Loans and Note 5—Allowance for Credit Losses to the audited condensed consolidated financial statements.
Allowance for Credit Losses or ACL
The ACL reflects Management’s estimate of expected credit losses that will result from the inability of our borrowers to make required loan payments. Due to the Merger between the Company and CSFL, effective June 7, 2020, Management collectively evaluated loans utilizing two different methodologies for the second quarter 2020. Subsequently during the third quarter 2020, Management adopted one methodology. Management used the one systematic methodology to determine its ACL for loans held for investment and certain off-balance-sheet credit exposures. Management considers the effects of past events, current conditions, and reasonable and supportable forecasts on the collectability of the loan portfolio. The Company’s estimate of its ACL involves a high degree of judgment; therefore, Management’s process for determining expected credit losses may result in a range of expected credit losses. It is possible that others, given the same information, may at any point in time reach a different reasonable conclusion. The Company’s ACL recorded in the balance sheet reflects Management’s best estimate within the range of expected credit losses. The Company recognizes in net income the amount needed to adjust the ACL for Management’s current estimate of expected credit losses. See Note 1—Summary of Significant Accounting Policies for further detailed descriptions of our estimation process and methodology related to the ACL. See also Note 5—Allowance for Credit Losses and “Provision for Credit Losses” in this MD&A.
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Other Real Estate Owned and Bank Property Held For Sale
Other real estate owned (“OREO”) consists of properties obtained through foreclosure or through a deed in lieu of foreclosure in satisfaction of loans. Prior to the merger with CSFL, we classified former branch sites as OREO. During the second quarter of 2020 and with the merger with CSFL, the Company elected to reclassify these assets as bank property held for sale and report on a separate line within the Consolidated Balance Sheet. Both OREO and bank property held for sale are recorded at the lower of cost or fair value and the fair value was determined on the basis of current valuations obtained principally from independent sources, adjusted for estimated selling costs. At the time of foreclosure or initial possession of collateral, for OREO, any excess of the loan balance over the fair value of the real estate held as collateral is treated as a charge against the ACL. At the time a bank property is no longer in service and is moved to held for sale, any excess of the current book value over fair value is recorded as Noninterest Expense in the Consolidated Statements of Income. Subsequent adjustments to this value are described below in the following paragraph.
We report subsequent declines in the fair value of OREO and bank properties held for sale below the new cost basis through valuation adjustments. Significant judgment and complex estimates are required in estimating the fair value of these properties, and the period of time within which such estimates can be considered current is significantly shortened during periods of market volatility. In response to market conditions and other economic factors, Management may utilize liquidation sales as part of its problem asset disposition strategy. As a result of the significant judgments required in estimating fair value and the variables involved in different methods of disposition, the net proceeds realized from sales transactions could differ significantly from the current valuations used to determine the fair value of these properties. Management reviews the value of these properties periodically and adjusts the values as appropriate. Revenue and expenses from OREO operations, as well as gains or losses on sales and any subsequent adjustments to the value are recorded as OREO Expense in the Consolidated Statements of Income. Gains or losses on sale of bank properties held for sale, and generally any subsequent write-downs to the value, are recorded as a component in Other Expense in the Consolidated Statements of Income.
Goodwill and Other Intangible Assets
Goodwill represents the excess of the purchase price over the sum of the estimated fair values of the tangible and identifiable intangible assets acquired less the estimated fair value of the liabilities assumed in a business combination. As of December 31, 2021 and 2020, the balance of goodwill was $1.6 billion. Goodwill has an indefinite useful life and is evaluated for impairment annually or more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the asset’s fair value.
In January 2017, the FASB issued ASU No. 2017-04, which simplifies the accounting for goodwill impairment for all entities by requiring impairment charges to be based on Step 1 of the previous accounting guidance’s two-step impairment test under ASC Topic 350. Under the new guidance, if a reporting unit’s carrying amount exceeds its fair value, an entity will record an impairment charge based on that difference. The impairment charge will be limited to the amount of goodwill allocated to that reporting unit. The new standard eliminates the requirement to calculate a goodwill impairment charge using Step 2 which involved calculating an implied fair value of goodwill for each reporting unit for which the first step indicated impairment. The standard does not change the guidance on completing Step 1 of the goodwill impairment test. An entity will still be able to perform today’s optional qualitative goodwill impairment assessment before proceeding to the quantitative step of determining whether the reporting unit’s carrying amount exceeds it fair value. This guidance was effective for the Company as of January 1, 2020.
During the second quarter of 2021, the Company changed its annual goodwill valuation date to October 31 each year in order for the valuation to be closer to our year-end audit date. We evaluated the carrying value of goodwill as of October 31, 2021, our annual test date, considering the effects of COVID-19, and determined that no impairment charge was necessary. Our stock price has historically traded above its book value. However, during the first quarter of 2020, our stock price fell below book value and remained below book value until November 2020. This drop in stock price was mainly in reaction to the COVID-19 pandemic, which effected stock prices of companies in almost all industries. The lowest trading price for our stock during 2021 was $62.60, which was below year-end book value of $69.27. On December 31, 2021, our stock price closed at $80.11, which is above the book value of $69.27 and tangible book value of $44.62. Based upon our internal valuation and analysis as of October 31, 2021, we determined that no impairment charge was necessary at this time. We will continue to monitor the impact of COVID-19 on the Company’s business,
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operating results, cash flows and financial condition. If the COVID-19 pandemic continues and the economy continues to deteriorate and our stock price falls below current levels, we will have to reevaluate the impact on our financial condition and potential impairment of goodwill.
Core deposit intangibles and client list intangibles consist primarily of amortizing assets established during the acquisition of other banks. This includes whole bank acquisitions and the acquisition of certain assets and liabilities from other financial institutions. Core deposit intangibles represent the estimated value of long-term deposit relationships acquired in these transactions. Client list intangibles represent the value of long-term client relationships for the correspondent banking and wealth and trust management business. These costs are amortized over the estimated useful lives, such as deposit accounts in the case of core deposit intangible, on a method that we believe reasonably approximates the anticipated benefit stream from this intangible. The estimated useful lives are periodically reviewed for reasonableness.
Income Taxes and Deferred Tax Assets
Income taxes are provided for the tax effects of the transactions reported in our consolidated financial statements and consist of taxes currently due plus deferred taxes related to differences between the tax basis and accounting basis of certain assets and liabilities, including loans, available for sale securities, ACL, write downs of OREO properties and bank properties held for sale, accumulated depreciation, net operating loss carry forwards, accretion income, deferred compensation, intangible assets, mortgage servicing rights, and post-retirement benefits. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred tax assets and liabilities are reflected at income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled. A valuation allowance is recorded in situations where it is “more likely than not” that a deferred tax asset is not realizable. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. The Company and its subsidiaries file a consolidated federal income tax return. Additionally, income tax returns are filed by the Company or its subsidiaries in the states of Alabama, California, Colorado, Florida, Georgia, Mississippi, North Carolina, South Carolina, Tennessee, Texas, New York and Virginia and city of New York City. We evaluate the need for income tax reserves related to uncertain income tax positions but had no material reserves at December 31, 2021 or 2020.
Recent Accounting Standards and Pronouncements
For information relating to recent accounting standards and pronouncements, see Note 1 to our audited consolidated financial statements entitled “Summary of Significant Accounting Policies.”
Results of Operations
Consolidated net income available to common shareholders increased by $354.9 million for the year ended December 31, 2021 compared to the year ended December 31, 2020. This increase reflects a decrease in provision for credit losses, an increase in interest income, a decrease in interest expense, and an increase in noninterest income. Partially offsetting these positive effects on net income was an increase in noninterest expense and an increase in the provision for income taxes. The increase in net income was due to the effects from the merger with CSFL in 2020 with the Company having a full year of net interest income and noninterest income from the merger in 2021 along with the Company having a lower amount of merger related expenses in 2021. Another significant impact was related to the releases in the allowance for credit losses in 2021 compared to provision for credit losses in 2020.
Below are key highlights of our results of operations during 2021:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Consolidated net income available to common shareholders increased 294.2% to $475.5 million in 2021 compared to $120.6 million in 2020, and increased $289.1 million, or 155.0%, from $186.5 million compared to 2019. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Decreased provision for credit losses of $401.3 million as the Company recorded a release of the allowance for credit losses of $165.3 million in 2021 while in 2020, the Company recorded the provision for credit losses of $236.0 million which included an initial Day 1 provision of $119.0 million on Non-PCD loans and unfunded commitments acquired from CSFL (i.e., the impact of the adoption of CECL on Non-PCD acquired loans) and $117.0 million in provision for credit losses on loans. This provision for credit losses |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| was the result of forecasted losses that took into consideration the impact of the COVID-19 pandemic on the overall economic environment and the potential impact on the overall loan portfolio. During 2021, with the continued stabilization in the economy, the Company released some of the allowance for credit losses based on improvements in economic forecasts; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Increased interest income of $174.8 million, resulting from a $139.3 million increase in interest income from loans and loans held for sale, a $32.9 million increase in interest income from investment securities, and a $2.6 million increase in interest income on federal funds sold, securities purchased under agreement to resell and interest-bearing deposits. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ◾ | The increase in interest income on loans resulted from a higher non-acquired loan interest income of $115.1 million due to an increase in average balances through organic loan growth and the renewal of acquired loans that are moved to our non-acquired loan portfolio. The increase in interest income due higher average balance was partially offset by a 12 basis point decline in the yield. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ◾ | Interest income on acquired loans increased $25.7 million due to a higher average balance from the loans acquired in the merger with CSFL in June 2020, with 2021 having a full year’s effect of the acquired loans. This was partially offset by a 41 basis point decline in the yield on the acquired loan portfolio. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ◾ | The increase in interest income from investment securities was due to an increase in the average balance in 2021 as the Company strategically invested its excess funds from continued deposit growth, which was partially offset by a decline in the yield of 36 basis points resulting from the ongoing lower interest rate environment; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Decreased interest expense of $31.9 million due to a 27 basis point decrease in the cost of total interest-bearing liabilities. The decrease in cost of interest-bearing liabilities was due to the continued low interest rate environment along with the reduction in the average balance of higher costing corporate and subordinated debentures and other borrowings. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Increased noninterest income of $43.1 million was primarily from a $45.3 million increase in correspondent banking and capital markets income, a $21.3 million increase in fees on deposit accounts, a $7.5 million increase in trust and investment services income, and a $7.0 million increase in Bank Owned Life Insurance (“BOLI”) income. These increases were partially offset by a $41.6 million decline in mortgage banking income (See Noninterest Income section on page 63 for further discussion); |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Increased noninterest expense of $150.8 million was primarily from a $135.4 million increase in salaries and employee benefits expense, a $16.6 million increase in occupancy expense, a $14.6 million increase in information services expense. In addition, with the redemption of the $38.5 million trust preferred securities, the remaining fair value mark of $11.7 million was written off as an extinguishment of debt cost during the second quarter of 2021. These increases were partially offset by a $38.8 million swap termination expense that occurred in the fourth quarter of 2020 along with an $18.7 million decrease in merger and branch consolidation related expense. (See Noninterest Expense section on page 65 for further discussion); and |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Higher income tax provision of $145.4 million due to higher pretax book income in 2021 compared to 2020 along with the recognition of a one-time benefit of $31.5 million recorded in the fourth quarter 2020 related to the ability to carryback tax losses under the CARES Act. The Company recorded pretax book income of $604.3 million in 2021 compared to pretax income of $104.0 million in 2020. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Basic earnings per common share increased 207.3% to $6.76 in 2021, from $2.20 in 2020 and increased 25.2% from $5.40 in 2019. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Diluted earnings per common share increased 206.4% to $6.71 in 2021, from $2.19 in 2020, and increased 25.2% from $5.36 in 2019. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Return on average assets was 1.19% in 2021, compared to 0.42% in 2020 and to 1.21% in 2019. The increase in 2021 compared to 2020 was driven by the growth in net income of 294.2%, or $354.9 million, to $475.5 million being greater than the increase in total average assets of 39.1%, or $11.3 billion, to $40.0 billion in 2021. As mentioned previously, the growth in net income as well as the increase in average assets was mainly related to the full year impact from the merger with CSFL in the second quarter of 2020. The increase in net income was also due to the reversals of provision for credit losses in 2021 as economic forecasts improved |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| related to the COVID-19 pandemic. The decrease in 2020 compared to 2019 was driven by the increase in total average assets of 86.4%, or $13.3 billion, to $28.8 billion in 2020 due to the merger with CSFL, as well as a decline in net income of 35.3%, or $65.9 million, to $120.6 million in 2020. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Return on average common shareholders’ equity increased to 10.01% in 2021, compared to 3.35% in 2020, and 7.89% in 2019. The increase in 2021 compared to 2020 was driven by the greater growth in net income of 294.2%, or $354.9 million, to $475.5 million compared to an increase in average common shareholders’ equity of 31.72%, or $1.1 billion, in 2021. As mentioned above, the increase in net income was mainly due to a full year’s impact from the merger with CSFL along with the reversals of provision for credit losses in 2021 related to improved economic forecasts related to the COVID-19 pandemic. The decrease in 2020 compared to 2019, was driven by both an increase in average common shareholders’ equity of 52.5%, or $1.2 billion, and a decline in net income of 35.3%, or $65.9 million, in 2020. The increase in average equity was due to the equity issued in the merger with CSFL in the second quarter of 2020 and the decline in net income was mainly due to the Day 1 provision for credit losses and expenses related to the merger with CSFL. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Our dividend payout ratio was 28.43% for 2021 compared with 81.45% in 2020 and 30.94% in 2019. The decrease in the dividend payout ratio in 2021 compared to 2020 was due to the growth in net income available to common shareholders, which increased 294.2%, being greater than the increase in dividends paid of 37.7%, or $37.1 million. The increase in net income in 2021 was mainly due to lower net income in 2020 attributable to the Day 1 provision for credit losses from the CSFL merger, higher provision for credit losses due the COVID-19 pandemic and expenses related to the merger with CSFL. The increase in the dividends paid was due to the increase in average outstanding shares from the merger with CSFL for a full year in addition to the Company increasing the cash dividend per share from $0.47 to $0.49 starting in the third quarter of 2021. The increase in the dividend payout ratio in 2020 compared to 2019, was due to the increase in dividends paid of 70.3%, or $40.6 million as well as the decline in net income available to common shareholders, which decreased 35.3%. The increase in the dividends paid was due the increase in outstanding shares from the merger with CSFL and the decline in net income was mainly due to the Day 1 provision for credit losses and expenses related to the merger with CSFL. |
Net Interest Income
Net interest income is the largest component of our net income. Net interest income is the difference between income earned on interest-earning assets and interest paid on deposits and borrowings. Net interest income is determined by the yields earned on interest-earning assets, rates paid on interest-bearing liabilities, the relative balances of interest-earning assets and interest-bearing liabilities, the degree of mismatch, and the maturity and repricing characteristics of interest-earning assets and interest-bearing liabilities. Net interest income divided by average interest-earning assets represents our net interest margin.
During 2019, the Federal Reserve’s Federal Open Market Committee’s target for federal funds target rate remained at the 2.25% to 2.50% range until July 2019 when the Federal Reserve began to drop the federal funds target rate. In the last half of 2019, the Federal Reserve dropped the federal funds target rate 75 basis points to the range of 1.50% to 1.75% at December 31, 2019. The Federal Reserve then dropped the federal funds target rate 150 basis points to a range of 0.00% to 0.25% in March 2020 in reaction to the COVID-19 pandemic. This drop in interest rates in 2019 and 2020 continued to affect both our net interest income and net interest margin for the year ended 2021. The yield on interest-earning assets declined 54 basis points in 2021 compared to 2020 and by 83 basis points in 2020 compared to 2019. The yield on our acquired loan portfolio decreased 41 basis points in 2021 from 2020 after a decrease of 147 basis point in 2020 from 2019 and the yield on our non-acquired loan portfolio decreased of 12 basis points in 2021 from 2020 after a decrease of 38 basis points in 2020 from 2019. These declines in yields on earning assets were the main drivers in the net interest margin declining 36 basis points in 2021 compared to 2020 and 51 basis points in 2020 compared to 2019.
We have also continued focusing on increasing core deposits (excluding certificates of deposits and other time deposits). The core deposits grew primarily due to the federal government pushing funds into the market through stimulus programs, in addition to consumers remaining conservative in their spending habits in reaction to the COVID-19 pandemic. These funds are normally lower cost funds. As a result, the cost of interest-bearing deposits decreased 21 basis points in 2021 after decreasing 40 basis points in 2020. The overall cost on all interest-bearing liabilities declined in 2021 compared to 2020 by 27 basis points. The decrease in the cost of interest-bearing liabilities has had a positive effect on our net interest income and net interest margin for 2021, however, the negative effect on the yield on interest earning assets has been greater.
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2021 compared to 2020
Net interest income and net interest margin highlighted for the year ended December 31, 2021, compared to 2020:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Our net interest income increased by $206.8 million, or 25.0%, to $1.0 billion during 2021, compared to 2020, as interest income increased $174.8 million and interest expense declined $31.9 million. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Our interest income increased by $174.8 million due to - |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ◾ | Higher non-acquired loan interest income of $115.1 million due to a higher average balance of $3.4 billion, higher investment securities interest income of $32.9 million because of higher average balances of $2.9 billion, acquired loan interest income increasing by $25.7 million because of higher average balances in acquired loans of $1.4 billion, and higher federal funds sold and repurchase agreements interest income of $2.6 million because of higher average balances of $2.8 billion. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ◾ | These increases in interest income were partially offset by lower interest income of $1.5 million on loans held for sale due to lower average balances of $54.3 million. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ◾ | The effects from the increases in the average balance of interest-earning assets have outweighed the effects of the declines in average yields in 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Average interest-earning assets increased $10.3 billion, or 40.6%, to $35.8 billion in 2021, compared to 2020. The increase in the average balance on the non-acquired loan portfolio of $3.4 billion was due to organic growth and renewals of acquired loans that are moved to our non-acquired loan portfolio. The increase in the average balance on the acquired loan portfolio of $1.4 billion was due to the loans acquired from the merger with CSFL being only outstanding 207 days in 2020. Although the acquired loan portfolio increased from 2020, it has declined throughout 2021 due to paydowns, pay-offs and renewals of acquired loans that are moved to our non-acquired loan portfolio. The increase in the average balance in investment securities of $2.9 billion was a result of the Company’s decision to strategically increase the investment portfolio due to the excess liquidity from deposit growth. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Overall, our yield on interest-earning assets in 2021 declined 54 basis points from 2020, due to the falling interest rate environment resulting from the drops in the federal funds rate made by the Federal Reserve in March 2020. The yield on the non-acquired loan portfolio decreased 12 basis points, the acquired loan portfolio yield declined 41 basis points, the yield on investment securities dropped by 36 basis points, and on the yield on federal funds sold, securities purchased under agreements to resell and interest-bearing deposits decreased by 3 basis points. The yield on loans held for sale remained flat. The yield on interest-earning assets also declined as the average balance of lower yielding federal funds sold, securities purchased under agreements to resell, interest-bearing deposits and investment securities increased as a percentage of total interest-earning assets from 22.8% to 31.9%. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Our interest expense declined by of $31.9 million in 2021 compared to 2020 due to – |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ◾ | Interest expense on interest-bearing deposits declining $22.3 million because of a reduction in the average cost of 21 basis points, interest expense related to other borrowings declined $8.9 million because of a lower average balance of $662.6 million, and the interest expense on repurchase agreements declined $790,000 because of a decrease in the average cost of 27 basis points. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ◾ | The effects from the declines in average cost of interest-bearing liabilities have outweighed the effects of the increases in average balance in 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Average interest-bearing liabilities increased $6.2 billion, or 36.1%, to $23.2 billion in 2021 compared to 2020 mainly due the acquired interest-bearing liabilities from the merger with CSFL only outstanding for 207 days in 2020. The average balance of interest-bearing deposits increased $6.5 billion, the average balance of federal funds purchased increased $259.7 million and repurchase agreements increased $65.1 million. The average balance on other borrowing decreased $662.6 million. Within other borrowings, the average balance on corporate and subordinated debentures increased $81.4 million as the Company assumed $271.5 million in borrowings in the merger with CSFL. The increase related to the merger was partially offset by the Company’s redemption of $63.5 million of subordinated debentures and trust preferred securities assumed from the CSFL merger in June 2021. The average balance of FHLB and FRB borrowings decreased $744.0 million due to the Company’s strategic decision to payoff $700.0 million of |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| FHLB advances (along with the termination of interest rate hedges on these borrowings) in the fourth quarter of 2020. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | The average cost of interest-bearing liabilities in 2021 compared to 2020 decreased 27 basis points. This decrease occurred in all categories of funding, except for other borrowings which increased 229 basis points in 2021. The primary cause for the lower cost on interest-bearing deposits of 21 basis points, federal funds purchased of 8 basis points and repurchase agreements of 27 basis points was the continued low interest rate environment. The cause for the increase in cost on other borrowings in 2021 is due to having a full year’s impact from the higher cost subordinated debt assumed in the CSFL merger along with the effects of paying off the lower cost FHLB and FRB borrowings (along with the termination of the interest rate hedges on these borrowing) in the fourth quarter of 2020. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Both the non-tax equivalent and the tax equivalent net interest margin decreased by 36 basis points in 2021 compared to 2020 due to the decline in the yield on interest earning assets of 54 basis points, which was only partially offset by a decrease in cost of interest-bearing liabilities of 27 basis points. |
2020 compared to 2019
Net interest income and net interest margin highlighted for the year ended December 31, 2020, compared to 2019:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Our net interest income increased by $322.2 million, or 63.9%, to $826.5 million during 2020, compared to 2019, as interest income increased $319.2 million and interest expense declined $3.0 million. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Our interest income increased by $319.2 million with acquired loan interest income increasing by $258.8 million because of higher average balances of acquired loans of $6.1 billion, higher non-acquired loan interest income of $51.0 million due to a higher average balance of $2.1 billion, higher investment securities interest income of $8.5 million because of higher average balances of $1.2 billion and higher interest income of $6.6 million on loans held for sale due to higher average balances of $250.4 million. These increases in interest income were partially offset by a $5.7 million decline in federal funds sold and repurchase agreements interest income as the yield declined by 191 basis points, offsetting the effects of the average balance increasing by $2.4 billion. The effects from the increases in average balance of interest-earning assets have outweighed the effects of the declines in average yields in 2020. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average interest-earning assets increased $12.0 billion, or 89.8%, to $25.5 billion in 2020, compared to 2019 mainly due to the merger with CSFL. The average balance of our acquired loans portfolio increased by $6.1 billion as the Company acquired $13.0 billion in loans from the merger with CSFL in June 2020. The average balance of our non-acquired loan portfolio increased $2.1 billion because of organic growth. In addition, the average balance of federal funds sold, securities purchased under agreements to resell and interest-bearing deposits increased $2.4 billion and the average balance of investment securities increased $1.2 billion, as we acquired $2.6 billion in cash and cash equivalents and $1.2 billion in investment securities in the merger with CSFL. The increase in the average balance of loans held for sale was due to both the increase in volume from the merger with CSFL along with additional mortgage volume resulting from the decrease in interest rates in 2020. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Overall, our yield on interest-earning assets in 2020 decreased 83 basis points from 2019, due to a falling interest rate environment as the Federal Reserve dropped the federal funds target rate by 75 basis points from July 2019 to October 2019 and then dropped the federal funds target rate 150 basis points to a range of 0.00% to 0.25% in March 2020 in response to the COVID-19 pandemic. The yield on the non-acquired loan portfolio declined 38 basis points, on the acquired loan portfolio of 147 basis points, on the investment securities by 81 basis points, on federal funds sold, securities purchased under agreements to resell and interest-bearing deposits of 191 basis points and loans held for sale by 97 basis points. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Our interest expense decreased by $3.0 million in 2020 compared to 2019 with interest expense on interest-bearing deposits declining $10.5 million because of a lower average cost of 40 basis points and with interest expense on federal funds purchased and repurchase agreements declining $677,000 because of a lower average cost of 58 basis points. These declines in interest expense were partially offset by an increase interest expense from borrowings of $8.2 million because of a higher average balance of $362.7 million, mainly due to the assumption of borrowings from the merger with CSFL. The effects from the declines in average cost of interest-bearing liabilities have outweighed the effects of the increases in average balance in 2020. |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average interest-bearing liabilities increased $7.5 billion, or 77.9%, to $17.1 billion in 2020 compared to 2019 mainly due to the merger with CSFL. The average balance of interest-bearing deposits increased $6.8 billion as the Company acquired $10.3 billion in interest-bearing deposits from the merger with CSFL in June 2020. The average balance of federal funds purchased and repurchase agreements increased $270.9 million as the Company acquired $401.5 million in federal funds purchased and repurchase agreement from the merger with CSFL. The average balance of borrowings increased $362.7 million as the Company assumed $271.5 million in borrowings from the merger with CSFL along with the average balance of FHLB Advances held during 2020 being higher by $175.8 million in 2020 compared to 2019. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The average cost of interest-bearing liabilities in 2020 compared to 2019 decreased 41 basis points. This decrease occurred in all categories of funding and was due to the falling interest rate environment in the last half of 2019 and in 2020. The average cost on interest bearing deposits declined 40 basis points, federal funds purchased and repurchase agreement declined 58 basis points and borrowing declined 18 basis points. The decline in the average cost of borrowing due to the decline in interest rates was partially offset by the higher average cost on the subordinated debentures assumed in the merger with CSFL in the second quarter of 2020 along with the rising costs of the cash flow hedges on $700 million of FHLB advances held during most of 2020. The $700 million in FHLB advances and the cash flow hedges tied to these advances were paid-off and terminated in the fourth quarter of 2020. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Both the non-tax equivalent and the tax equivalent net interest margin decreased by 51 basis points 2020 compared to 2019 due to the decline in the yield on interest earning assets of 83 basis points, which was only partially offset by the lower cost of interest-bearing liabilities of 41 basis points. Our interest-earning assets have repriced more quickly than our interest-bearing liabilities as rates have fallen in the last half of 2019 and in 2020 causing the net interest margin to decline. |
Table 1—Yields on Average Interest-Earning Assets and Rates on Average Interest-Bearing Liabilities
| | | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, | |||||||||||||||||||||||
| | | 2021 | | 2020 | | 2019 | |||||||||||||||||||
| | | | | | Interest | | Average | | | | | Interest | | Average | | | | | Interest | | Average | ||||
| | | Average | | Earned/ | | Yield/ | | Average | | Earned/ | | Yield/ | | Average | | Earned/ | | Yield/ | |||||||
| (Dollars in thousands) | Balance | Paid | Rate | Balance | Paid | Rate | Balance | Paid | Rate | ||||||||||||||||
| Assets | | | | | | | | | | | | | | | | | | | | | | | | | |
| Interest‑earning assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
| Non‑acquired loans, net of unearned income(1) | | $ | 14,121,233 | | $ | 534,565 | 3.79 | % | $ | 10,728,150 | | $ | 419,458 | 3.91 | % | $ | 8,594,639 | | $ | 368,437 | 4.29 | % | |||
| Acquired loans, net | | 9,997,279 | | 449,153 | 4.49 | % | 8,643,706 | | 423,433 | 4.90 | % | 2,582,234 | | 164,597 | 6.37 | % | |||||||||
| Loans held for sale | | 242,584 | | 6,801 | 2.80 | % | 296,914 | | 8,308 | 2.80 | % | 46,553 | | 1,756 | 3.77 | % | |||||||||
| Investment securities(2): | | | | | | | | | | | | | | | | | | | | | | | | | |
| Taxable | | 5,208,857 | | 76,850 | 1.48 | % | 2,588,208 | | 47,420 | 1.83 | % | 1,528,418 | | 39,949 | 2.61 | % | |||||||||
| Tax‑exempt | | 569,676 | | 10,715 | 1.88 | % | 322,947 | | 7,212 | 2.23 | % | 184,239 | | 6,186 | 3.36 | % | |||||||||
| Federal funds sold and securities purchased under agreements to resell and time deposits | | 5,647,649 | | 6,763 | 0.12 | % | 2,880,699 | | 4,198 | 0.15 | % | 480,064 | | 9,902 | 2.06 | % | |||||||||
| Total interest‑earning assets | | 35,787,278 | | 1,084,847 | 3.03 | % | 25,460,624 | | 910,029 | 3.57 | % | 13,416,147 | | 590,827 | 4.40 | % | |||||||||
| Noninterest‑earning assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cash and due from banks | | 495,910 | | | | | | | 312,832 | | | | | | | 228,393 | | | | | | | |||
| Other assets | | 4,116,103 | | | | | | | 3,287,870 | | | | | | | 1,837,656 | | | | | | | |||
| Allowance for loan losses | | (381,244) | | | | | | | (299,814) | | | | | | | (53,369) | | | | | | | |||
| Total noninterest‑earning assets | | 4,230,769 | | | | | | | 3,300,888 | | | | | | | 2,012,680 | | | | | | | |||
| Total assets | | $ | 40,018,047 | | | | | | | $ | 28,761,512 | | | | | | | $ | 15,428,827 | | | | | | |
| Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
| Interest‑bearing liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
| Deposits | | | | | | | | | | | | | | | | | | | | | | | | | |
| Transaction and money market accounts | | $ | 15,639,103 | | $ | 15,240 | 0.10 | % | $ | 10,473,213 | | $ | 27,306 | 0.26 | % | $ | 5,574,504 | | $ | 35,915 | | 0.64 | % | ||
| Savings deposits | | 3,043,977 | | 1,262 | 0.04 | % | 2,064,183 | | 2,074 | 0.10 | % | 1,342,733 | | 4,304 | | 0.32 | % | ||||||||
| Certificates and other time deposits | | 3,304,673 | | 16,680 | 0.50 | % | 2,953,735 | | 26,062 | 0.88 | % | 1,734,333 | | 25,701 | | 1.48 | % | ||||||||
| Federal funds purchased | | 482,471 | | 411 | 0.09 | % | 222,742 | | 382 | 0.17 | % | 48,941 | | 1,050 | | 2.15 | % | ||||||||
| Securities sold with agreements to repurchase | | | 395,498 | | | 778 | | 0.20 | % | | 330,368 | | | 1,568 | | 0.47 | % | | 233,231 | | | 1,577 | | 0.68 | % |
| Other borrowings | | 354,799 | | 17,258 | 4.86 | % | 1,017,435 | | 26,172 | 2.57 | % | 654,753 | | 18,005 | | 2.75 | % | ||||||||
| Total interest‑bearing liabilities | | 23,220,521 | | 51,629 | 0.22 | % | 17,061,676 | | 83,564 | 0.49 | % | 9,588,495 | | 86,552 | | 0.90 | % | ||||||||
| Noninterest‑bearing liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
| Noninterest‑bearing deposits | | 11,026,104 | | | | | | | 7,148,289 | | | | | | | 3,222,504 | | | | | | | |||
| Other liabilities | | 1,022,496 | | | | | | | 946,131 | | | | | | | 254,176 | | | | | | | |||
| Total noninterest‑bearing liabilities | | 12,048,600 | | | | | | | 8,094,420 | | | | | | | 3,476,680 | | | | | | | |||
| Shareholders’ equity | | 4,748,926 | | | | | | | 3,605,416 | | | | | | | 2,363,652 | | | | | | | |||
| Total noninterest‑bearing liabilities and shareholders’ equity | | 16,797,526 | | | | | | | 11,699,836 | | | | | | | 5,840,332 | | | | | | | |||
| Total liabilities and shareholders’ equity | | $ | 40,018,047 | | | | | | | $ | 28,761,512 | | | | | | | $ | 15,428,827 | | | | | | |
| Net interest spread | | | | | | | 2.81 | % | | | | | | 3.08 | % | | | | | | 3.50 | % | |||
| Net interest income and margin (non‑taxable equivalent) | | | | | $ | 1,033,218 | 2.89 | % | | | | $ | 826,465 | 3.25 | % | | | | $ | 504,275 | 3.76 | % | |||
| TEFRA (included in net interest margin, tax equivalent) | | | | | | 5,921 | | | | | | | | 4,592 | | | | | | | | 2,072 | | | |
| Net interest income and margin (taxable equivalent) | | | | | $ | 1,039,139 | 2.90 | % | | | | $ | 831,057 | 3.26 | % | | | | $ | 506,347 | 3.77 | % | |||
| Total Deposit Cost (without other borrowings) | | | | | | | | 0.10 | % | | | | | | | 0.24 | % | | | | | | | 0.56 | % |
| Overall Cost of Funds (including noninterest-bearing deposits) | | | | | | | 0.15 | % | | | | | | 0.35 | % | | | | | | 0.68 | % |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (1) | Nonaccrual loans are included in the above analysis. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (2) | Investment securities (taxable and tax-exempt) include trading securities. |
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Table 2—Volume and Rate Variance Analysis
| | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | 2021 Compared to 2020 | | 2020 Compared to 2019 | |||||||||||||||
| | | Increase (Decrease) due to | | Increase (Decrease) due to | |||||||||||||||
| (Dollars in thousands) | Volume(1) | Rate(1) | Total | Volume(1) | Rate(1) | Total | |||||||||||||
| Interest income on: | | | | | | | | | | | | | | | | | | | |
| Non‑acquired loans, net of unearned income(2) | | $ | 132,666 | | $ | (17,559) | | $ | 115,107 | | $ | 91,460 | | $ | (40,439) | | $ | 51,021 | |
| Acquired loans | | 66,308 | | (40,588) | | 25,720 | | 386,371 | | (127,535) | | 258,836 | | ||||||
| Loans held for sale | | (1,520) | | 13 | | (1,507) | | 9,444 | | (2,892) | | 6,552 | | ||||||
| Investment securities: | | | | | | | | | | | | | | | | | | | |
| Taxable | | 48,014 | | (18,584) | | 29,430 | | 27,700 | | (20,229) | | 7,471 | | ||||||
| Tax exempt(3) | | 5,510 | | (2,007) | | 3,503 | | 4,657 | | (3,631) | | 1,026 | | ||||||
| Federal funds sold and securities purchased under agreements to resell and time deposits | | 4,032 | | (1,467) | | 2,565 | | 49,516 | | (55,220) | | (5,704) | | ||||||
| Total interest income | | 255,010 | | (80,192) | | 174,818 | | 569,148 | | (249,946) | | 319,202 | | ||||||
| Interest expense on: | | | | | | | | | | | | | | | | | | | |
| Deposits | | | | | | | | | | | | | | | | | | | |
| Transaction and money market accounts | | 13,469 | | (25,535) | | (12,066) | | 31,561 | | (40,170) | | (8,609) | | ||||||
| Savings deposits | | 984 | | (1,796) | | (812) | | 2,313 | | (4,543) | | (2,230) | | ||||||
| Certificates and other time deposits | | 3,096 | | (12,478) | | (9,382) | | 18,070 | | (17,709) | | 361 | | ||||||
| Federal funds purchased | | 445 | | (416) | | 29 | | 3,729 | | (4,397) | | (668) | | ||||||
| Securities sold under agreements to repurchase | | | 309 | | | (1,099) | | | (790) | | | 657 | | | (666) | | | (9) | |
| Other borrowings | | (17,045) | | 8,131 | | (8,914) | | 9,973 | | (1,806) | | 8,167 | | ||||||
| Total interest expense | | 1,258 | | (33,193) | | (31,935) | | 66,303 | | (69,291) | | (2,988) | | ||||||
| Net interest income | | $ | 253,752 | | $ | (46,999) | | $ | 206,753 | | $ | 502,845 | | $ | (180,655) | | $ | 322,190 | |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (1) | The rate/volume variance for each category has been allocated on the same basis between rate and volumes. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (2) | Nonaccrual loans are included in the above analysis. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (3) | Tax exempt income is not presented on a taxable-equivalent basis in the above analysis. |
Noninterest Income and Expense
Noninterest income provides us with additional revenues that are significant sources of income. In 2021, 2020, and 2019, noninterest income comprised 25.5%, 27.4%, and 22.2%, respectively, of total net interest income and noninterest income. Note that recoveries on acquired loans were no longer recorded through the income statement beginning in 2020 with the adoption of CECL. These recoveries are now recorded through the allowance for credit losses on the balance sheet.
Table 3—Noninterest Income for the Three Years
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, | ||||||||
| (Dollars in thousands) | 2021 | 2020 | 2019 | |||||||
| Service charges on deposit accounts | | $ | 65,973 | | $ | 55,669 | | $ | 51,931 | |
| Debit, prepaid, ATM and merchant card related income | | 39,668 | | 28,650 | | 23,504 | | |||
| Mortgage banking income | | 64,599 | | 106,202 | | 17,564 | | |||
| Trust and investment services income | | 36,981 | | 29,437 | | 29,244 | | |||
| Correspondent banking and capital market income | | | 110,005 | | | 64,743 | | | 2,892 | |
| Securities gains, net | | 102 | | 50 | | 2,711 | | |||
| Bank owned life insurance income | | | 18,410 | | | 11,379 | | | 5,760 | |
| Recoveries on acquired loans | | | — | | | — | | | 6,847 | |
| Other | | 18,471 | | 15,010 | | 3,112 | | |||
| Total noninterest income | | $ | 354,209 | | $ | 311,140 | | $ | 143,565 | |
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2021 compared to 2020
Our noninterest income increased 13.8% for the year ended December 31, 2021 compared to 2020. This change in total noninterest income resulted from the following:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Service charges on deposit accounts were higher in 2021 by $10.3 million, or 18.5%, compared to 2020, due primarily to the increase in customers and activity in 2021 through the merger with CSFL completed during the second quarter of 2020. Year-to-date 2020 only included CSFL activity from June 8, 2020 through December 31, 2020. The increase in service charges on deposit accounts was mainly driven by an increase in service charge maintenance fees on checking and savings accounts, in net non-sufficient funds and overdraft protection fee income, in fees related to wire transfers and in commissions from sales of checks. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Debit, prepaid, ATM and merchant card related income was higher by $11.0 million, or 38.5%, in 2021 compared to 2020. The increase in debit, prepaid, ATM and merchant card related income was mainly driven by higher debit card, credit card sales incentive, and ATM and merchant card income due to the increase in activity related to the merger with CSFL completed in the second quarter of 2020. Year-to-date 2020 only included CSFL activity from June 8, 2020 through December 31, 2020. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Mortgage banking income decreased by $41.6 million, or 39.2%, which was comprised of $42.2 million, or 41.2%, decrease from mortgage income in the secondary market, partially offset by a $578,000, or 15.5%, increase from mortgage servicing related income, net of the hedge. During 2021, mortgage income from the secondary market comprised of a $8.9 million decline in the change in fair value of the pipeline, loans held for sale and MBS forward trades and a $33.3 million decrease in the net gain on sale of mortgage loans. Net gains on the sale of mortgage loans was $75.1 million in 2021, which is net of the commission expense related to mortgage production of $27.2 million. During the second quarter of 2021, the Company began allocating a lower percentage of its mortgage production and pipeline to the secondary market compared to 2020, which resulted in lower mortgage income from the secondary market. This change was mainly due to the increase in liquidity held at the Bank along with the reduction in the gain on sale margin in 2021 compared to 2020. The allocation of mortgage production between portfolio and secondary market depends on the Company’s liquidity, market spreads and rate changes during each period and will fluctuate quarter to quarter. The increase in mortgage servicing related income, net of the hedge during 2021 was due to a $4.4 million increase from servicing fee income, which was partially offset by a $3.8 million decrease in the change in fair value of the MSR including decay. The decrease in fair value of the MSR is due to an increase in MSR decay of $6.1 million and losses on the MSR hedge of $15.1 million, partially offset by an increase in the change in fair value from interest rates of $17.4 million compared to the 2020. The increase in the servicing fee income is due to the increase in size of the servicing portfolio during 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Trust and investment services income increased $7.5 million, or 25.6%, in 2021 compared to 2020. The increase in business through the merger with CSFL which was completed in the second quarter of 2020 resulted in the increase in income. Also, assets under management have increased $902.0 million or 17.4% from December 31, 2020 to December 31, 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Correspondent banking and capital markets income for 2021 increased by $45.3 million from 2020. Year-to-date 2020 only included CSFL correspondent banking activity from June 8, 2020 through December 31, 2020. Also, the acquisition of Duncan-Williams on February 1, 2021 contributed to the increase in correspondent banking and capital markets income during 2021. The income from this business includes commissions earned on fixed income security sales, fees from hedging services, loan brokerage fees and consulting fees for services related to these activities. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Bank owned life insurance income increased $7.0 million, or 61.8%, in 2021 compared to 2020. This increase was due to an increase in the cash surrender value of $8.0 million which resulted from the $333.1 million of bank owned life insurance acquired in the merger with CSFL during the second quarter of 2020, along with the purchase of $205.6 million of policies in April 2021. This increase was partially offset by a $1.0 million decline in income resulting from the payout of insurance policies. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Other income increased by $3.5 million due to the merger with CSFL in the second quarter of 2020. This increase was mainly due to increases in SBA loan servicing fees and gains on sale of SBA loans of $6.1 million. The Company has also seen an increase in Small Business Investment Company (“SBIC”) investment income of $2.1 million during 2021 as the Company has increased its SBIC investment portfolio during 2020 |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| and 2021. These increases were partially offset by $3.6 million in income recorded in 2020 related to the credit valuation adjustment on the Company’s back-to-back interest rate swaps. |
2020 compared to 2019
Our noninterest income increased 116.7% for the year ended December 31, 2020 compared to 2019 resulting primarily from the merger with CSFL in June of 2020. In addition, the following was also noted:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Service charges on deposit accounts and debit, prepaid, ATM and merchant card related income was higher in 2020 by $8.9 million than in 2019, due primarily to the increase in customers and activity through the merger with CSFL during the second quarter of 2020. Service charges on deposit accounts increased $3.7 million which was mainly attributable to an increase in service charge maintenance fees on checking accounts. Debit, prepaid, ATM and merchant card related income increased $5.1 million and was mainly attributable to an increase in debit card income. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Mortgage banking income increased by $88.6 million, or 504.7%, which was comprised of $85.2 million, or 491.8%, increase from mortgage income in the secondary market, and a $3.5 million, or 1389.3%, increase from mortgage servicing related income, net of the hedge. These increases were directly attributable to the increase in volume resulting from the low interest rate environment brought on by the pandemic and monetary policy of the US Government during 2020 along with the increase in volume due to the merger with CSFL. The increase in mortgage income from the secondary market in 2020 was due to a $93.1 million increase in the gain on sale of mortgage loans net of the cost related to mortgage production. This increase was offset by a $8.0 million decline in the change in fair value of the pipeline, loans held for sale and MBS forward trades. The increase in mortgage servicing related income, net of the hedge in 2020 was due to a $1.9 million increase in servicing fee income along with a $1.6 million increase in the change in fair value of the MSR including decay. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The merger with CSFL resulted in a significant increase in correspondent banking and capital markets income. The income for 2020 increased by $61.9 million, or 2138.7%. The income from this business includes commissions earned on fixed income security sales, fees from hedging services, loan brokerage fees and consulting fees for services related to these activities. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Bank owned life insurance (“BOLI”) income is now reported separately (not included in Other Income) in the table above and increased by $5.6 million, or 97.6%, due to the merger with CSFL. Total BOLI increased to $559.4 million at December 31, 2020 as the Company acquired $333.1 million in BOLI through the merger with CSFL in 2020. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Recoveries on acquired loans declined by $6.8 million, given these are no longer recorded through the income statement, but through the balance sheet as a result of the adoption of CECL. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Securities gains, net, declined by $2.7 million compared to 2020. During 2019, securities gains were mainly a result of selling VISA Class B shares at a gain of $5.4 million partially offset by net realized losses of $2.7 million on lower yielding securities that were sold during the year. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Other income increased by $11.9 million primarily from income related to the merger with CSFL. Two of the largest categories were from the servicing and sale of SBA loans, which increased $5.7 million, and from an increase in rental income of $1.4 million. |
Noninterest expense represents the largest expense category for our company. During 2021 and 2020, we continued to emphasize careful controls around our noninterest expense. With that, our expenses in 2021 increased $150.8 million or 18.9% from 2020, mainly due to the merger with CSFL. Noninterest expense increased $393.0 million or 97.1% in 2020 from 2019.
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Table 4—Noninterest Expense for the Three Years
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, | ||||||||
| (Dollars in thousands) | 2021 | 2020 | 2019 | |||||||
| Salaries and employee benefits | | $ | 552,030 | | $ | 416,599 | | $ | 234,747 | |
| Occupancy expense | | 92,225 | | 75,587 | | 47,457 | | |||
| Information services expense | | 74,417 | | 59,843 | | 35,477 | | |||
| OREO expense and loan related expense | | 2,029 | | 3,568 | | 3,242 | | |||
| Amortization of intangibles | | 35,192 | | 26,992 | | 13,084 | | |||
| Business development and staff related expense | | 16,677 | | 10,125 | | 9,382 | | |||
| Supplies and printing | | 3,246 | | 3,636 | | 1,866 | | |||
| Postage expense | | | 6,413 | | | 5,043 | | | 4,015 | |
| Professional fees | | 10,629 | | 14,033 | | 10,325 | | |||
| FDIC assessment and other regulatory charges | | 17,982 | | 10,713 | | 4,545 | | |||
| Advertising and marketing | | 7,959 | | 4,092 | | 4,309 | | |||
| Merger and branch consolidation related expense | | 67,242 | | 85,906 | | 4,552 | | |||
| Extinguishment of debt cost | | | 11,706 | | | — | | | — | |
| Swap termination expense | | | — | | | 38,787 | | | — | |
| Pension plan termination expense | | — | | — | | 9,526 | | |||
| Other | | 50,674 | | 42,720 | | 22,111 | | |||
| Total noninterest expense | | $ | 948,421 | | $ | 797,644 | | $ | 404,638 | |
2021 compared to 2020
Noninterest expense increased $150.8 million, or 18.9% for the year ended December 31, 2021 compared to 2020. This increase was mainly due to 2021 having a full year’s effect from the merger with CSFL while 2020 was only partially affected from the merger date of June 7, 2020. The change in total noninterest expense resulted from the following:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Salary and employee benefits increased by $135.4 million, or 32.5%, as all categories of salaries and benefits expense increased due to the merger with CSFL. Salaries increased $66.9 million, benefits increased $11.4 million, commissions increased $32.5 million, and incentives increased $24.6 million. With the merger with CSFL in June 2020, the Company added approximately 2,800 employees, almost doubling its total employees. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | In the fourth quarter of 2020, the company terminated three cash flow hedges (SWAPs) given the current low interest rate environment and expectation of low interest rates in the foreseeable future resulting in a termination cost of $38.8 million. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Merger and branch consolidation related expense decreased $18.7 million, or 21.7% in 2021 compared to 2020. Merger and branch consolidation expense of $64.4 million in 2021 and $83.0 million in 2020 was related primarily to the merger with CSFL. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The Company had extinguishment of debt cost of $11.7 million in 2021. This cost was from the write-off of the fair market value adjustment recorded on the trust preferred securities assumed in the CSFL merger. All of the trust preferred securities assumed in the CSFL merger were redeemed in June 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Information services expense and occupancy expense increased $14.6 million, or 24.4% and $16.6 million, or 22.0%, respectively. These increases were related to the additional cost associated with facilities, employees and systems added through our merger with CSFL as our number of branches increased by 129 during 2020 to 285 at December 31, 2020. The number of branches declined slightly in 2021 to 281. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Amortization of intangibles increased $8.2 million, or 30.4%. This increase was due to the merger with CSFL, which resulted in the Company recording a core deposit intangible asset of $125.9 million and a correspondent banking customer intangible asset of $10.0 million in June of 2020. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | FDIC assessment and other regulatory charges increased $7.3 million, or 67.9%. This increase was due to an increase in FDIC assessments and OCC examination fees resulting from the merger with CSFL and the growth since the merger, in addition to new regulatory charges attributable to Duncan-Williams. |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Business development and staff related expense increased $6.6 million, or 64.7% due mainly to the merger with CSFL with the increase in employees. The increase was also due to limited expense in 2020 attributable to the initial impact from the COVID-19 pandemic before vaccines were available. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Other noninterest expense increased by $8.0 million, or 18.6%. This increase was mainly due to a general increase in expenses due to the merger with CSFL including loan expenses, insurance expense, donations, various operational reserves, and operating charge-offs. There was also an increase of $2.8 million in cost associated with the Association Banking Prime Earnings Credit Program in 2021 from 2020. |
2020 compared to 2019
Noninterest expense increased $393.0 million, or 97.1% for the year ended December 31, 2020 compared to 2019 resulting primarily the merger with CSFL in June 2020. Below includes additional discussion:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Salary and employee benefits increased by $181.9 million, or 77.5%, as all categories of salaries and benefits expense increased due to the merger with CSFL. With the merger, the number of full-time equivalent employees increased 103.5% from 2,547 at December 31, 2019 to 5,184 at December 31, 2020. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | In the fourth quarter of 2020, the company terminated three cash flow hedges (SWAPs) given the current low interest rate environment and expectation of low interest rates in the foreseeable future resulting in a termination cost of $38.8 million. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Merger and branch consolidation related expense increased $81.4 million, or 1787.2%. This increase was related primarily to the merger with CSFL and includes cost both before and after the merger, including professional fees, severance, contract terminations, branch consolidations, fixed assets written off and other related cost. The costs in 2019 were mainly related to the consolidation of 13 branches during the year. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Information services expense increased $24.4 million, or 68.7%. This increase was related to the additional cost associated with facilities, employees and systems added through our merger with CSFL. Our number of branches increased by 129, or 83.2% from 155 at December 31, 2019 to 285 at December 31, 2020. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Occupancy expense increased $28.1 million, or 59.3%. This increase was related to the additional cost associated with facilities added resulting from our merger with CSFL. Our number of branches increased by 129, or 83.2% from 155 at December 31, 2019 to 285 at December 31, 2020. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Amortization of intangibles increased $13.9 million, or 106.3%. This increase was due to the merger with CSFL which resulted in the Company recording a core deposit intangible asset of $125.9 million and a correspondent banking customer intangible asset of $10.0 million in 2020. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | FDIC assessment and other regulatory charges increased $6.2 million, or 135.7%. This increase was mainly due to the addition of assets and liabilities acquired through our merger with CSFL in the second quarter of 2020. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | In 2019, the Company recorded a pension plan termination expense of $9.5 million related to the termination of our pension plan. This resulted in the recognition of the losses from the pension plan that were being held in accumulated other comprehensive income of $7.7 million and the write-off of the pension plan asset of $1.8 million. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Other noninterest expense increased by $20.6 million, or 93.2%. This increase was mainly due to a general increase in expenses due to the merger with CSFL including loan expenses, insurance expense, donations, various operational reserves, miscellaneous taxes and miscellaneous operating charge-offs. There was also a $6.5 million increase in passive losses recorded in 2020 related to tax credit partnerships. We added approximately $29 million more in these CRA investments in 2020, of which $13.8 million were acquired through the merger with CSFL. We added approximately $39 million of CRA investments in 2019. |
Income Tax Expense
Our effective tax rate increased to 21.30% at December 31, 2021 compared to (16.02%) for the year-ended December 31, 2020. When excluding the tax loss carryback and other discrete items, the effective tax rate for the year-ended December 31, 2020 was 14.24%. The increase was mainly due to increased pre-tax book income, offset by an increase in tax-exempt income and federal tax credits available. For additional information refer to Note 12—income
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Taxes in the consolidated financial statements.
Financial Condition
Overview
At December 31, 2021, we had total assets of approximately $42.0 billion, consisting principally of $23.6 billion in net loans ($16.1 billion in non-acquired loans, $5.9 billion in acquired non-credit deteriorated loans, $2.0 billion in acquired credit deteriorated loans, net of $301.8 million allowance for credit losses), $7.2 billion in investment securities and $6.8 billion in cash and cash equivalents. Our liabilities at December 31, 2021 totaled $37.2 billion, consisting principally of deposits of $35.1 billion ($11.5 billion in noninterest-bearing and $23.6 billion in interest-bearing) and short-term and long-term borrowings of $1.1 billion. At December 31, 2021, our shareholders’ equity was $4.8 billion.
At December 31, 2020, we had total assets of approximately $37.8 billion, consisting principally of $24.2 billion in net loans ($12.3 billion in non-acquired loans, $9.5 billion in acquired non-credit impaired loans, $2.9 billion in acquired credit impaired loans, net of $457.3 million allowance for credit losses, $4.4 billion in investment securities and $4.6 billion in cash and cash equivalents. Our liabilities at December 31, 2020 totaled $33.1 billion, consisting principally of deposits of $30.7 billion ($9.7 billion in noninterest-bearing and $21.0 in interest-bearing) and short-term and long-term borrowings of $1.2 billion. At December 31, 2020, our shareholders’ equity was $4.6 billion.
Book value per common share was $69.27 at the end of 2021, an increase from $65.49 at the end of 2020. Book value per common share increased in 2021 as shareholder equity increased by 3.3% while common shares outstanding declined by 2.3%. The primary reason for an increase in shareholder’s equity of $155.0 million during 2021 was due to net income of $475.5 million. This increase was partially offset by declines in equity resulting from $135.2 million in dividends paid to shareholders, $146.4 million in common stock repurchased on the open market and $68.9 million reduction in AOCI related to unrealized losses on available for sale securities. The primary reason for the decline in common shares outstanding of 1.6 million was due to the Company repurchasing 1.8 million shares on the open market in 2021.
Our common equity to assets ratio decreased to 11.45% in 2021, compared with 12.30% in 2020. The decrease in 2021, compared to 2020, was the result of the percentage increase in total assets of 11.0% being greater than the percentage increase in shareholders’ equity of 3.3%. The increase in total assets was mainly due to the increase in cash and cash equivalents and investment securities as our liquidity has increased through the growth in deposits.
Trading Securities
We have a trading portfolio associated with our Correspondent Bank Division, that was inherited through the acquisitions of CSFL in June 2020 and Duncan Williams in February 2021. For this portfolio, realized and unrealized gains and losses are included in trading securities revenue, a component of Correspondent Banking and Capital Market Income in our “Consolidated Statements of Income”. Securities purchased for this portfolio have primarily been municipal, treasuries and mortgage-backed agency securities and are held for short periods of time and totaled $77.7 million and $10.7 million, respectively, at December 31, 2021 and 2020.
Investment Securities
We use investment securities, the second largest category of interest earning assets, to generate interest income through the employment of excess funds, to provide liquidity, to fund loan demand or deposit liquidation, and to pledge as collateral for public funds deposits, repurchase agreements and as collateral for derivative exposure. At December 31, 2021 and 2020, investment securities totaled $7.2 billion and $4.4 billion, respectively. For the year ended December 31, 2021, average investment securities were $5.7 billion, or 16.1% of average earning assets, compared with $2.9 billion, or 11.4% of average earning assets for the year ended December 31, 2020. The expected average life of the investment portfolio at December 31, 2021 was approximately 6.27 years, compared with 4.35 years at December 31, 2020. See Note 1—Summary of Significant Accounting Policies in the audited consolidated financial statements for our accounting policy on investment securities.
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As securities are purchased, they are designated as held to maturity or available for sale based upon our intent, which considers liquidity needs, interest rate expectations, asset/liability management strategies, and capital requirements.
The following table presents the reported values of investment securities for the past two years:
Table 5—Values of Investment Securities
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | | December 31, | |||||
| (Dollars in thousands) | 2021 | 2020 | |||||
| Held to Maturity (amortized cost): | | | | | | | |
| U.S. Government agencies | | $ | 112,913 | | $ | 25,000 | |
| Residential mortgage-backed securities issued by U.S. government | | | | | | | |
| agencies or sponsored enterprises | | | 1,120,104 | | | 632,269 | |
| Residential collateralized mortgage-obligations issued by U.S. government | | | | | | | |
| agencies or sponsored enterprises | | | 174,178 | | | 75,767 | |
| Commercial mortgage-backed securities issued by U.S. government | | | | | | | |
| agencies or sponsored enterprises | | | 350,116 | | | 174,506 | |
| Small Business Administration loan-backed securities | | | 62,590 | | | 48,000 | |
| Total held to maturity | | $ | 1,819,901 | | $ | 955,542 | |
| Available for Sale (fair value): | | | | | | | |
| U.S. Government agencies | | | 97,117 | | | 29,256 | |
| Residential mortgage-backed securities issued by U.S. government | | | | | | | |
| agencies or sponsored enterprises | | | 1,831,039 | | | 1,367,132 | |
| Residential collateralized mortgage-obligations issued by U.S. government | | | | | | | |
| agencies or sponsored enterprises | | | 725,995 | | | 755,551 | |
| Commercial mortgage-backed securities issued by U.S. government | | | | | | ||
| agencies or sponsored enterprises | | 1,207,241 | | 240,108 | | ||
| State and municipal obligations | | 812,689 | | 520,039 | | ||
| Small Business Administration loan-backed securities | | 500,663 | | 404,884 | | ||
| Corporate securities | | 18,734 | | 13,702 | | ||
| Total available for sale | | 5,193,478 | | 3,330,672 | | ||
| Total other investments | | 160,568 | | 160,443 | | ||
| Total investment securities | | $ | 7,173,947 | | $ | 4,446,657 | |
During 2021, our total investment securities increased $2.7 billion, or 61.3%, from December 31, 2020. During 2021, we purchased $3.9 billion of securities, $975.3 million classified as held to maturity and $2.9 billion classified as available for sale. We continue to increase our investment securities strategically primarily with excess funds due to deposit growth and excess liquidity. These purchases were partially offset by maturities, paydowns, sales and calls of investment securities totaling $1.1 billion. Net amortization of premiums were $38.0 million for the year ended December 31, 2021.
At December 31, 2021, the unrealized net loss of the available for sale investment securities portfolio was $27.8 million, or 0.5%, below its amortized cost basis. Comparable valuations at December 31, 2020 reflected an unrealized net gain of the available for sale investment portfolio of $62.6 million, or 1.9%, above its amortized cost basis. The decrease in fair value in the available for sale investment portfolio at December 31, 2021 compared to December 31, 2020 was mainly due to the increase in short and long term interest rates during 2021. At December 31, 2021, the unrealized net loss of the held to maturity investment securities portfolio was $41.8 million, or 2.3%, below its amortized cost basis. At December 31, 2020, the unrealized net gain of the held to maturity investment securities portfolio was $1.6 million, or 0.2%, above its amortized cost basis.
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Table 6—Credit Ratings of Investment Securities
| | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | Unrealized | | | | | |||||||||||||||
| | | Amortized | | Fair | | Net Gain | | | | | | | | BB or | | | | |||||
| (Dollars in thousands) | | Cost | | Value | | (Loss) | | AAA - A | | BBB | | Lower | | Not Rated | ||||||||
| December 31, 2021 | | | | | | | | | | | | | | | | | | | | | | |
| U.S. Government agencies | | $ | 211,795 | | $ | 207,403 | | $ | (4,392) | | $ | 211,795 | | $ | — | | $ | — | | $ | — | |
| Residential mortgage-backed securities issued by U.S. government | | | | | | | | | | | | | | | | | | | | | | |
| agencies or sponsored enterprises* | | | 2,971,804 | | | 2,926,879 | | | (44,925) | | | 97 | | | — | | | — | | | 2,971,707 | |
| Residential collateralized mortgage-obligations issued by U.S. government | | | | | | | | | | | | | | | | | | | | | | |
| agencies or sponsored enterprises* | | | 905,127 | | | 895,236 | | | (9,891) | | | — | | | — | | | — | | | 905,127 | |
| Commercial mortgage-backed securities issued by U.S. government | | | | | | | | | | | | | | | | | | | | | | |
| agencies or sponsored enterprises* | | 1,570,349 | | | 1,549,640 | | | (20,709) | | | 17,278 | | — | | — | | 1,553,071 | | ||||
| State and municipal obligations | | 798,211 | | | 812,689 | | | 14,478 | | | 798,156 | | — | | — | | 55 | | ||||
| Small Business Administration loan-backed securities | | 565,402 | | | 560,961 | | | (4,441) | | | 565,402 | | — | | — | | — | | ||||
| Corporate securities | | | 18,509 | | | 18,734 | | | 225 | | | — | | | — | | | — | | | 18,509 | |
| | | $ | 7,041,197 | | $ | 6,971,542 | | $ | (69,655) | | $ | 1,592,728 | | $ | — | | $ | — | | $ | 5,448,469 | |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| * | Agency mortgage-backed securities (“MBS”), agency collateralized mortgage-obligations (CMO) and agency commercial mortgage-backed securities (“CMBS”) are guaranteed by the issuing government-sponsored enterprise (“GSE”) as to the timely payments of principal and interest. Except for Government National Mortgage Association securities, which have the full faith and credit backing of the United States Government, the GSE alone is responsible for making payments on this guaranty. While the rating agencies have not rated any of the MBS, CMO and CMBS issued, senior debt securities issued by GSEs are rated consistently as “Triple-A.” Most market participants consider agency MBS, CMOs and CMBSs as carrying an implied Aaa rating (S&P rating of AA+) because of the guarantees of timely payments and selection criteria of mortgages backing the securities. We do not own any private label mortgage-backed securities. The balances presented under the ratings above reflect the amortized cost of the investment securities. |
Held to maturity
As described above the Company elected to classify some of its securities purchased during 2021 and 2020 as held to maturity. These are securities that the Company does not intend to sell and expects to hold to maturity. The securities consist of $112.9 million of agency securities and $1.6 billion of residential and commercial mortgage-backed securities issued by U.S government agencies or sponsored enterprises and $62.6 million of Small Business Administration loan-backed securities. The following are highlights of our held to maturity portfolio:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Total held to maturity portfolio totaled $1.8 billion. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The balance of securities held to maturity represented 4.3% of total assets at December 31, 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | We purchased $975.3 million of held to maturity investment securities in 2021, partially offset by maturities, calls and paydowns totaling $105.0 million in 2021. |
Available for sale
Securities available for sale consist mainly of debentures of government sponsored entities, state and municipal bonds, residential and commercial mortgage-backed securities issued by U.S government agencies or sponsored enterprises and Small Business Administration loan-backed securities. At December 31, 2021, investment securities with both a fair value and amortized cost of $5.2 billion, were classified as available for sale. The adjustment for net unrealized losses of $27.8 million between the carrying value of these securities and their amortized cost has been reflected, net of tax, in the Consolidated Balance Sheet as a component of Accumulated Other Comprehensive Loss. The following are highlights of our available for sale securities:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Total securities available for sale increased $1.9 billion, or 55.9%, from the balance at December 31, 2020. The unrealized gain/loss position on the investment portfolio decreased $90.5 million and net amortization of premiums was $32.1 million during 2021. We purchased $2.9 billion of available for sale investment securities in 2021, partially offset by maturities, calls and paydowns totaling $805.3 million and sales totaling $151.3 million in 2021. The sales in 2021 were mainly related to restructuring our portfolio to fit our investment strategy and risk profile. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The balance of securities available for sale represented 12.4% of total assets at December 31, 2021 and 8.8% of total assets at December 31, 2020. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest income earned on all investment securities in 2021 was $87.6 million, an increase of $32.9 million, or 60.3%, from $54.6 million in 2020. The increase was due to a $2.9 billion increase in average balances which was partially offset by a reduction in the yield on investment securities. The yield on investment securities declined 36 basis points during 2021, to 1.52%. In 2021, we used a portion of our excess liquidity from deposit growth to increase the size of our investment portfolio, and the 2021 purchases had lower yields compared to the existing portfolio resulting in a decrease in the overall yield of our investment portfolio. |
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At December 31, 2021, we had 296 investment securities (including both available for sale and held to maturity) in an unrealized loss position, which totaled $106.0 million. See Note 3—Investment Securities in the consolidated financial statements for additional information. The increase in the number of securities in a loss position and the relative percentage of loss to portfolio size was primarily a result of the increase in short and long-term interest rates during 2021.
Management evaluates securities for impairment where there has been a decline in fair value below the amortized cost basis of a security to determine whether there is a credit loss associated with the decline in fair value on at least a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Credit losses are calculated individually, rather than collectively, using a discounted cash flow method, whereby Management compares the present value of expected cash flows with the amortized cost basis of the security. The credit loss component would be recognized through the provision for credit losses. Consideration is given to (1) the financial condition and near-term prospects of the issuer including looking at default and delinquency rates, (2) the outlook for receiving the contractual cash flows of the investments, (3) the length of time and the extent to which the fair value has been less than cost, (4) our intent and ability to retain our investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value or for a debt security whether it is more-likely-than-not that we will be required to sell the debt security prior to recovering its fair value, (5) the anticipated outlook for changes in the general level of interest rates, (6) credit ratings, (7) third-party guarantees, and (8) collateral values. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, the results of reviews of the issuer’s financial condition, and the issuer’s anticipated ability to pay the contractual cash flows of the investments. The Company performed an analysis that determined that the following securities have a zero expected credit loss: U.S. Treasury Securities, Agency-Backed Securities including securities issued by Ginnie Mae, Fannie Mae, FHLB, FFCB and SBA. All of the U.S. Treasury and Agency-Backed Securities have the full faith and credit backing of the United States Government or one of its agencies. Municipal securities and all other securities that do not have a zero expected credit loss are evaluated quarterly to determine whether there is a credit loss associated with a decline in fair value. All debt securities in an unrealized loss position as of December 31, 2021 continue to perform as scheduled and we do not believe there is a credit loss or a provision for credit losses is necessary.
Also, as part of our evaluation of our intent and ability to hold investments for a period of time sufficient to allow for any anticipated recovery in the market, we consider our investment strategy, cash flow needs, liquidity position, capital adequacy and interest rate risk position. We do not currently intend to sell the securities within the portfolio and it is not more-likely-than-not that we will be required to sell the debt securities. See Note 1—Summary of Significant Account Policies for further discussion.
Other Investments
Our other investment securities consist of non-marketable equity securities that have no readily determinable market value. Accordingly, when evaluating these securities for impairment, Management considers the ultimate recoverability of the par value rather than recognizing temporary declines in value. As of December 31, 2021, we determined that there was no impairment on our other investment securities. As of December 31, 2021, other investment securities represented approximately $160.6 million, or 0.38% of total assets and primarily consisted of FRB and FHLB stock which totals $129.7 million and $16.3 million, respectively. There were no gains or losses on the sales of these securities during 2021 or 2020.
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Table 7—Maturity Distribution and Yields of Investment Securities
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Due In | | Due After | | Due After | | Due After | | | | | | |||||||||||||
| | | 1 Year or Less | | 1 Thru 5 Years | | 5 Thru 10 Years | | 10 Years | | Total(11) | ||||||||||||||||
| (Dollars in thousands) | Amount | Yield | Amount | Yield | Amount | Yield | Amount | Yield | Amount | Yield | ||||||||||||||||
| Held to Maturity (amortized cost) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| U.S. Government agencies (1) | | $ | — | | — | % | $ | — | | — | % | $ | 37,925 | | 1.69 | % | $ | 74,988 | | 1.67 | % | $ | 112,913 | | 1.67 | % |
| Residential mortgage-backed securities issued by U.S. government | | | | | | | | | | | | | | | | | | | | | | | | | | |
| agencies or sponsored enterprises (2) | | | — | | — | | | — | | — | | | — | | — | | | 1,120,104 | | 1.40 | | | 1,120,104 | | 1.40 | |
| Residential collateralized mortgage-obligations issued by U.S. government | | | | | | | | | | | | | | | | | | | | | | | | | | |
| agencies or sponsored enterprises (3) | | | — | | — | | | — | | — | | | — | | — | | | 174,178 | | 1.74 | | | 174,178 | | 1.74 | |
| Commercial mortgage-backed securities issued by U.S. government | | | | | | | | | | | | | | | | | | | | | | | | | | |
| agencies or sponsored enterprises (4) | | | — | | — | | | — | | — | | | 102,514 | | 1.05 | | | 247,602 | | 1.58 | | | 350,116 | | 1.42 | |
| Small Business Administration loan-backed securities (7) | | | — | | — | | | — | | — | | | — | | — | | | 62,590 | | 1.25 | | | 62,590 | 1.25 | | |
| Total held‑to‑maturity | | $ | — | | — | % | $ | — | | — | % | $ | 140,439 | | 1.23 | % | $ | 1,679,462 | | 1.47 | % | $ | 1,819,901 | 1.45 | % | |
| Available for Sale (fair value) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| U.S. Government agencies (1) | | $ | — | | — | % | $ | — | | — | % | $ | 97,117 | | 1.56 | % | $ | — | | — | % | $ | 97,117 | 1.56 | % | |
| Residential mortgage-backed securities issued by U.S. government | | | | | | | | | | | | | | | | | | | | | | | | | | |
| agencies or sponsored enterprises (2) | | | 683 | | 2.42 | | | 2,291 | | 2.01 | | | 44,739 | | 1.15 | | | 1,783,326 | | 1.32 | | | 1,831,039 | | 1.32 | |
| Residential collateralized mortgage-obligations issued by U.S. government | | | | | | | | | | | | | | | | | | | | | | | | | | |
| agencies or sponsored enterprises (3) | | | — | | — | | | 11,966 | | 2.42 | | | 23,645 | | 2.29 | | | 690,384 | | 1.79 | | | 725,995 | | 1.82 | |
| Commercial mortgage-backed securities issued by U.S. government | | | | | | | | | | | | | | | | | | | | | | | | | | |
| agencies or sponsored enterprises (4) | | | — | | — | | | 76,014 | | 1.58 | | | 548,631 | | 1.63 | | | 582,596 | | 1.58 | | | 1,207,241 | | 1.61 | |
| State and municipal obligations (5)(6) | | 4,540 | | 2.91 | | 12,594 | | 3.51 | | 79,293 | | 3.15 | | 716,262 | | 2.22 | | 812,689 | 2.33 | | ||||||
| Small Business Administration loan-backed securities (7) | | 2,073 | | — | | 30,553 | | 2.38 | | 108,569 | | 1.54 | | 359,468 | | 1.52 | | 500,663 | 1.57 | | ||||||
| Corporate securities (8) | | — | | — | | — | | — | | 17,675 | | 3.92 | | 1,059 | | 4.50 | | 18,734 | 3.95 | | ||||||
| Total available‑for‑sale | | $ | 7,296 | | 2.04 | % | $ | 133,418 | | 2.03 | % | $ | 919,669 | | 1.78 | % | $ | 4,133,095 | | 1.61 | % | $ | 5,193,478 | 1.65 | % | |
| Total other investments (9) | | $ | — | | — | % | $ | — | | — | % | $ | — | | — | % | $ | 160,568 | | 1.64 | % | $ | 160,568 | 1.64 | % | |
| Total investment securities (10) | | $ | 7,296 | | 2.04 | % | $ | 133,418 | | 2.03 | % | $ | 1,060,108 | | 1.71 | % | $ | 5,973,125 | | 1.57 | % | $ | 7,173,947 | 1.60 | % | |
| Percent of total | | 0 | % | | | 2 | % | | | 14 | % | | | 83 | % | | | | | | | | ||||
| Cumulative percent of total | | 0 | % | | | 2 | % | | | 16 | % | | | 100 | % | | | | | | | |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (1) | The expected average life for U.S. Government agencies is 4.36 years; 4.97 years for held to maturity and 3.66 years for available for sale. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (2) | The expected average life for residential mortgage-backed securities issued by U.S. government agencies or sponsored enterprises is 5.73 years; 6.11 years for held to maturity and 5.50 years for available for sale. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (3) | The expected average life for residential collateralized mortgage-obligations securities issued by U.S. government agencies or sponsored enterprises is 5.36 years; 7.40 years for held to maturity and 4.87 years for available for sale. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (4) | The expected average life for commercial mortgage-backed securities issued by U.S. government agencies or sponsored enterprises is 6.98 years; 6.72 years for held to maturity and 7.05 years for available for sale. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (5) | Yields on tax-exempt income have been presented on a taxable-equivalent basis in the above table. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (6) | The expected average life for state and municipal obligations is 8.39 years. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (7) | The expected average life for Small Business Administration loan-backed securities is 6.41 years; 8.08 years for held to maturity and 6.20 years for available for sale. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (8) | The expected average life for corporate securities is 4.67 years. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (9) | FRB, FHLB and other non-marketable equity securities have no set maturity date and are classified in “Due after 10 Years.” |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (10) | The expected average life for the total investment securities portfolio is 6.27 years (not including FRB, FHLB and corporate stock with no maturity date). |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (11) | The total values presented in the table above represent the total fair value of available for sale securities and amortized cost for held to maturity. |
Loan Portfolio
Our loan portfolio remains our largest category of interest-earning assets. At December 31, 2021, total loans, excluding held for sale loans, were $23.9 billion, which was an overall decrease of $736.0 million, or 3.0%, from the balance at the end of 2020. Non-acquired loan growth was $3.8 billion, or 30.6% for 2021, which was made up of a 21.5% increase in consumer real estate loans, a 55.0% increase in non-owner occupied real estate loans (including construction and land development loans), a 36.9% increase in commercial owner occupied real estate loans, a 5.4% increase in commercial and industrial loans, a 31.4% increase in other income producing property and a 16.9% increase in consumer non real estate loans. The increases in non-acquired loans were due to organic growth and renewals of acquired loans that are moved to our non-acquired loan portfolio. Total acquired loans decreased by $4.5 billion. The decreases in acquired loans were due to principal payments, charge offs, foreclosures and renewals of acquired loans that were moved to our non-acquired loan portfolio.
Acquired loans as a percentage of total loans decreased to 32.9% at December 31, 2021 compared to 50.2% at December 31, 2020. As of December 31, 2021, non-acquired loans as a percentage of the overall portfolio were 67.1% compared to 49.8% at December 31, 2020. Average total loans outstanding during 2021 were $24.1 billion, increasing $4.7 billion, or 24.5%, over the 2020 average of $19.4 billion. (For further discussion of the Company’s acquired loan accounting, see Note 1—Summary of Significant Accounting Policies, Note 2—Mergers and Acquisitions, Note 4—Loans and Note 5—Allowance for Credit Losses in the consolidated financial statements.)
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The following table presents a summary of the loan portfolio by category (excludes loans held for sale):
Table 8—Distribution of Loans by Type
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | | December 31, | |||||
| (Dollars in thousands) | 2021 | 2020 | |||||
| Acquired loans: | | | | | | | |
| Acquired - non-purchased credit deteriorated loans: | | | | | | | |
| Non‑owner occupied real estate(1) | | $ | 2,229,401 | | $ | 3,119,476 | |
| Consumer real estate(2) | | 1,138,903 | | 1,739,327 | | ||
| Commercial owner occupied real estate | | 1,325,412 | | 1,819,129 | | ||
| Commercial and industrial | | 770,133 | | 2,112,514 | | ||
| Other income producing property | | 286,566 | | 461,357 | | ||
| Consumer | | 139,470 | | 206,812 | | ||
| Other | | | 184 | | | 254 | |
| Total acquired - non-purchased credit deteriorated loans | | | 5,890,069 | | | 9,458,869 | |
| Acquired - purchased credit deteriorated loans (PCD): | | | | | | | |
| Non‑owner occupied real estate(3) | | | 919,370 | | | 1,300,618 | |
| Consumer real estate(2) | | 296,682 | | 461,408 | | ||
| Commercial owner occupied real estate | | 542,602 | | 746,976 | | ||
| Commercial and industrial | | 85,380 | | 178,070 | | ||
| Other income producing property | | 88,093 | | 148,449 | | ||
| Consumer | | 55,195 | | 80,288 | | ||
| Total acquired ‑ purchased credit deteriorated loans (PCD) | | | 1,987,322 | | | 2,915,809 | |
| Total acquired loans | | | 7,877,391 | | | 12,374,678 | |
| Non-acquired loans: | | | | | | | |
| Non‑owner occupied real estate(4) | | | 5,616,144 | | | 3,622,998 | |
| Consumer real estate(2) | | 3,371,373 | | 2,774,073 | | ||
| Commercial owner occupied real estate | | 3,102,102 | | 2,266,592 | | ||
| Commercial and industrial | | 2,905,620 | | 2,755,726 | | ||
| Other income producing property | | 322,145 | | 245,094 | | ||
| Consumer | | 709,992 | | 607,234 | | ||
| Other loans | | 23,399 | | 17,739 | | ||
| Total non‑acquired loans | | | 16,050,775 | | | 12,289,456 | |
| Total loans (net of unearned income) | | $ | 23,928,166 | | $ | 24,664,134 | |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (1) | Includes $180.4 million and $495.6 million of construction and land development loans at December 31, 2021, and 2020, respectively. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (2) | Includes loans on both 1-4 family owner occupied property, as well as loans collateralized by 1-4 family owner occupied property with a business intent. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (3) | Includes $59.7 million and $115.1 million of construction and land development loans at December 31, 2021 and 2020, respectively. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (4) | Includes $1.8 billion and $1.3 billion of construction and land development loans at December 31, 2021 and 2020, respectively. |
The following highlights of our loan portfolio as of December 31, 2021 compared to December 31, 2020:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Non-acquired loans were $16.1 billion, or 67.1% of total loans and acquired loans were $7.9 billion, or 32.9% of total loans at December 31, 2021. This compared to non-acquired loans of $12.3 billion, or 49.8% and acquired loans of $12.4 billion, or 50.2% at December 31, 2020. The increase in non-acquired loans of $3.8 billion was due to organic growth and renewals of acquired loans that were moved to the non-acquired loan portfolio. This increase was net of a reduction in non-acquired PPP loans of $729.0 million in 2021 through pay-off and loan forgiveness. Therefore, excluding PPP loan activity, non-acquired loans increased $4.5 billion. Total acquired loans declined by $4.5 billion, as compared to the same period in 2020. The decrease in acquired loans was due to principal payments, charge offs, foreclosures and renewals of acquired loans that were moved to our non-acquired loan portfolio. The decline also included a reduction of acquired PPP loans of $959.8 million through pay-off and forgiveness of the loans. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Non-acquired loans secured by non-owner occupied and consumer real estate were $9.0 billion and comprised 37.6% of the total loan portfolio. This was an increase of $2.6 million, or 40.5%, over December 31, 2020. Acquired loans secured by non-owner occupied and consumer real estate were $4.6 billion and comprised 19.2% of the total loan portfolio. This was a decrease of $2.0 million, or 30.8%, over December 31, 2020. Between both the non-acquired and acquired portfolios, 56.7% of loans were non-owner occupied and consumer real estate loans. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Of these non-acquired real estate loans, $5.6 billion, or 23.5% of the loan portfolio were secured by non-owner occupied real estate. Loans secured by consumer real estate were $3.4 billion, or 14.1% of the total |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| loan portfolio. This compared to loans secured by non-owner occupied real estate of $3.6 billion, or 14.7% and to loans secured by consumer real estate of $2.8 billion, or 11.2% at December 31, 2020. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Of these acquired real estate loans, $3.1 billion, or 13.2% of the loan portfolio were secured by non-owner occupied real estate at December 31, 2021. Loans secured by consumer real estate were $1.4 billion, or 6.0%. This compared to acquired loans secured by non-owner occupied real estate of $4.4 billion, or 17.9% and to loans secured by consumer real estate of $2.2 billion, or 8.9% at December 31, 2020. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Non-acquired and acquired commercial owner-occupied real estate loans were $3.1 billion, or 13.0% and $1.9 billion or 7.8%, respectively, of the total loan portfolio at December 31, 2021 compared to $2.3 billion, or 9.2% and $2.6 billion or 10.4%, respectively, at December 31, 2020. Non-acquired commercial owner-occupied real estate loans increased $835.5 million through organic growth and renewals of acquired loans and acquired commercial owner-occupied real estate loans decreased $698.1 million due to principal payments, charge offs, foreclosures and renewals of acquired loans that were moved to our non-acquired loan portfolio from December 31, 2020 compared to December 31, 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Non-acquired and acquired commercial and industrial loans were $2.9 billion, or 12.1% and $855.5 million or 3.6%, respectively, of the total loan portfolio at December 31, 2021 compared to $2.8 billion, or 11.2% and $2.3 billion or 9.3%, respectively, at December 31, 2020. Non-acquired commercial and industrial loans increased $149.9 million and acquired commercial and industrial loans decreased $1.4 billion from December 31, 2020 compared to December 31, 2021. The overall increase in non-acquired commercial and industrial loans included a $729.0 million decline in PPP loans while the overall decrease in acquired commercial and industrial loans included a $959.8 million decline in PPP loans. |
Total loan interest income, excluding interest income on held for sale loans, was $983.7 million in 2021, an increase of $140.8 million, or 16.7%, over $842.9 million in 2020, due to a $3.4 billion increase in the average balance of our non-acquired loan portfolio and a $1.4 billion increase in the average balance of our acquired loan portfolio. The growth in the non-acquired loan portfolio average balance was due to normal organic growth and renewals of acquired loans. The growth in the acquired loan portfolio was due to the merger with CSFL that occurred during June of 2020 where the Company acquired approximately $13.0 billion in loans. The effects on interest income from the increases in average portfolio balances were offset by a 12 basis point decrease in the yield on the non-acquired portfolio and a 41 basis point decrease in the yield on the acquired portfolio. The yield on the non-acquired loan portfolio decreased from 3.91% in 2020 to 3.79% in 2021 and the yield on the acquired loan portfolio declined from 4.90% in 2020 to 4.49% in 2021. The decline in the yields on the non-acquired loan portfolio and the acquired loan portfolio was mainly due to the falling interest rate environment as the Federal Reserve dropped the federal funds target rate 150 basis points to a range of 0.00% to 0.25% in March 2020 in reaction to the COVID-19 pandemic, and remains unchanged to date.
Total construction and land development loans were $2.0 billion at December 31, 2021 compared to $1.9 billion at December 31, 2020. Non-acquired construction and land development loans increased $509.0 million in 2021 from $1.3 million at December 31, 2020 to $1.8 billion. Acquired construction and land development loans decreased $370.7 million in 2021 from $610.8 million at December 31, 2020 to $240.1 million. Construction and land development loans are more susceptible to a risk of loss during a downturn in the business cycle.
Total consumer real estate loans were comprised of $3.6 billion in consumer owner occupied loans and $1.2 billion in home equity line loans at December 31, 2021. This compares to $3.7 billion in consumer owner occupied loans and $1.3 billion in home equity lines loans at December 31, 2020. Non-acquired loans secured by consumer real estate were comprised of $2.7 billion in consumer owner occupied loans and $710.3 million in home equity loans at December 31, 2021. At December 31, 2020, we had $2.2 billion in consumer owner occupied loans and $601.2 million in home equity loans in the non-acquired loan portfolio. Acquired loans secured by consumer real estate comprised of $977.3 million in consumer owner occupied loans and $458.3 million in home equity loans at December 31, 2021. At December 31, 2020, we had $1.5 billion in consumer owner occupied loans and $690.9 million in home equity loans in the acquired loan portfolio. During 2021, we have seen the consumer real estate loan portfolio decrease by $167.9 million from 2020 as consumers have paid down debt with all the excess liquidity in the marketplace in 2021 through government stimulus and conservative consumer spending habits during the COVID-19 pandemic.
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The table below shows the contractual maturity of the non-acquired loan portfolio at December 31, 2021.
Table 9—Maturity Distribution of Non-acquired Loans
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2021 | | | 1 Year | Maturity | Maturity | | Over | |||||||||
| (Dollars in thousands) | | Total | | or Less | | 1 to 5 Years | | 5 to 15 Years | | 15 Years | ||||||
| Non‑owner occupied real estate | | $ | 5,616,144 | | $ | 472,390 | | $ | 2,271,834 | | $ | 2,295,675 | | $ | 576,245 | |
| Consumer real estate | | 3,371,373 | | 23,111 | | 101,456 | | 689,531 | | 2,557,275 | | |||||
| Commercial owner occupied real estate | | 3,102,102 | | 196,950 | | 831,717 | | 2,011,005 | | 62,430 | | |||||
| Commercial and industrial | | 2,905,620 | | 437,300 | | 1,395,562 | | 669,716 | | 403,042 | | |||||
| Other income producing property | | 322,145 | | 31,426 | | 194,572 | | 66,156 | | 29,991 | | |||||
| Consumer | | 709,992 | | 33,591 | | 263,384 | | 293,709 | | 119,308 | | |||||
| Other loans | | 23,399 | | 23,399 | | — | | — | | — | | |||||
| Total non‑acquired loans | | $ | 16,050,775 | | $ | 1,218,167 | | $ | 5,058,525 | | $ | 6,025,792 | | $ | 3,748,291 | |
Table 10—Non-Acquired Loans Due After One Year - Fixed or Floating
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| December 31, 2021 | | | | | | ||
| (Dollars in thousands) | | Fixed Rate | | Variable Rate | | ||
| Non‑owner occupied real estate | | $ | 2,115,454 | | $ | 3,028,300 | |
| Consumer real estate | | 1,189,470 | | 2,158,792 | | ||
| Commercial owner occupied real estate | | 2,075,084 | | 830,068 | | ||
| Commercial and industrial | | 1,648,968 | | 819,352 | | ||
| Other income producing property | | 200,352 | | 90,367 | | ||
| Consumer | | 668,426 | | 7,975 | | ||
| Total non‑acquired loans | | $ | 7,897,754 | | $ | 6,934,854 | |
The table below shows the contractual maturity of the acquired non-purchased credit deteriorated loan portfolio at December 31, 2021.
Table 11—Maturity Distribution of Acquired Non-purchased Credit Deteriorated Loans
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2021 | | | 1 Year | Maturity | Maturity | | Over | |||||||||
| (Dollars in thousands) | | Total | | or Less | | 1 to 5 Years | | 5 to 15 Years | | 15 Years | ||||||
| Non‑owner occupied real estate | | $ | 2,229,401 | | $ | 241,141 | | $ | 764,773 | | $ | 1,070,378 | | $ | 153,109 | |
| Consumer real estate | | 1,138,903 | | 24,033 | | 162,424 | | 349,169 | | 603,277 | | |||||
| Commercial owner occupied real estate | | 1,325,412 | | 88,205 | | 377,583 | | 702,983 | | 156,641 | | |||||
| Commercial and industrial | | 770,133 | | 60,471 | | 192,084 | | 270,214 | | 247,364 | | |||||
| Other income producing property | | 286,566 | | 41,451 | | 90,860 | | 91,765 | | 62,490 | | |||||
| Consumer | | 139,470 | | 4,433 | | 35,260 | | 82,108 | | 17,669 | | |||||
| Other | | | 184 | | | 184 | | | — | | — | | | — | | |
| Total acquired - non-purchased credit deteriorated loans | | $ | 5,890,069 | | $ | 459,918 | | $ | 1,622,984 | | $ | 2,566,617 | | $ | 1,240,550 | |
Table 12— Acquired Non-PCD Loans Due After One Year - Fixed or Floating
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| December 31, 2021 | | | | | | ||
| (Dollars in thousands) | | Fixed Rate | | Variable Rate | | ||
| Non‑owner occupied real estate | | $ | 560,270 | | $ | 1,427,990 | |
| Consumer real estate | | 303,279 | | 811,591 | | ||
| Commercial owner occupied real estate | | 458,740 | | 778,467 | | ||
| Commercial and industrial | | 513,212 | | 196,450 | | ||
| Other income producing property | | 88,001 | | 157,114 | | ||
| Consumer | | 124,866 | | 10,171 | | ||
| Total acquired - non-purchased credit deteriorated loans | | $ | 2,048,368 | | $ | 3,381,783 | |
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The table below shows the contractual maturity of the acquired credit impaired loan portfolio at December 31, 2021.
Table 13—Maturity Distribution of Acquired Purchased Credit Deteriorated Loans
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2021 | | | 1 Year | Maturity | Maturity | | Over | |||||||||
| (Dollars in thousands) | | Total | | or Less | | 1 to 5 Years | | 5 to 15 Years | | 15 Years | ||||||
| Non‑owner occupied real estate | | $ | 919,370 | | $ | 119,589 | | $ | 283,125 | | $ | 438,518 | | $ | 78,138 | |
| Consumer real estate | | 296,682 | | 16,074 | | 35,868 | | 59,451 | | 185,289 | | |||||
| Commercial owner occupied real estate | | 542,602 | | 59,294 | | 157,409 | | 278,360 | | 47,539 | | |||||
| Commercial and industrial | | 85,380 | | 10,869 | | 45,102 | | 21,023 | | 8,386 | | |||||
| Other income producing property | | 88,093 | | 15,727 | | 21,764 | | 35,079 | | 15,523 | | |||||
| Consumer | | 55,195 | | 1,866 | | 12,680 | | 39,247 | | 1,402 | | |||||
| Total acquired ‑ purchased credit deteriorated loans (PCD) | | $ | 1,987,322 | | $ | 223,419 | | $ | 555,948 | | $ | 871,678 | | $ | 336,277 | |
Table 14— Acquired PCD Loans Due After One Year - Fixed or Floating
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| December 31, 2021 | | | | | | ||
| (Dollars in thousands) | | Fixed Rate | | Variable Rate | | ||
| Non‑owner occupied real estate | | $ | 218,199 | | $ | 581,582 | |
| Consumer real estate | | 112,144 | | 168,464 | | ||
| Commercial owner occupied real estate | | 218,463 | | 264,845 | | ||
| Commercial and industrial | | 52,204 | | 22,307 | | ||
| Other income producing property | | 31,185 | | 41,181 | | ||
| Consumer | | 52,320 | | 1,009 | | ||
| Total acquired ‑ purchased credit deteriorated loans (PCD) | | $ | 684,515 | | $ | 1,079,388 | |
Troubled Debt Restructurings (“TDRs”)
We designate expected credit losses over the contractual term of a loan. When determining the contractual term, the Company considers expected prepayments but is precluded from considering expected extensions, renewals, or modifications, unless the Company reasonably expects it will execute a TDR with a borrower. In the event of a reasonably-expected TDR, the Company factors the reasonably-expected TDR into the current expected credit losses estimate. For consumer loans, the point at which a TDR is reasonably expected is when the Company approves the borrower’s application for a modification (i.e., the borrower qualifies for the TDR) or when the Credit Administration department approves loan concessions on substandard loans. For commercial loans, the point at which a TDR is reasonably expected is when the Company approves the loan for modification or when the Credit Administration department approves loan concessions on substandard loans. The Company uses a discounted cash flow methodology for a TDR to calculate the effect of the concession provided to the borrower within the ACL.
A restructuring that results in only a delay in payments that is insignificant is not considered an economic concession. In accordance with the Coronavirus Aid, Relief, and Economic Security Act, also known as the CARES Act, the Company implemented loan modification programs in response to the COVID-19 pandemic in order to provide borrowers with flexibility with respect to repayment terms. The Company’s payment relief assistance includes forbearance, deferrals, extension and re-aging programs, along with certain other modification strategies. The Company elected the accounting policy in the CARES Act to not apply TDR accounting to loans modified for borrowers impacted by the COVID-19 pandemic if the concession met the criteria as defined under the CARES Act. At December 31, 2021 and 2020, total TDRs were $12.5 million and $19.7 million, respectively, of which $11.2 million were accruing restructured loans at December 31, 2021, compared to $14.6 million at December 31, 2020. We do not have significant commitments to lend additional funds to these borrowers whose loans have been modified.
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The level of risk elements in the loan portfolio, OREO and other nonperforming assets for the past two years is shown below:
Table 15—Nonperforming Assets
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | | December 31, | |||||
| (Dollars in thousands) | 2021 | 2020 | |||||
| Non-acquired: | | | | | | | |
| Nonaccrual loans | | $ | 18,201 | | $ | 16,035 | |
| Accruing loans past due 90 days or more | | 4,612 | | 9,586 | | ||
| Restructured loans | | 499 | | 3,550 | | ||
| Total nonperforming loans | | 23,312 | | 29,171 | | ||
| Other real estate owned (“OREO”) (1) (2) | | 252 | | 552 | | ||
| Other nonperforming assets (3) | | 338 | | 136 | | ||
| Total OREO and other nonperforming assets excluding acquired assets | | 590 | | 688 | | ||
| Total nonperforming assets excluding acquired assets | | 23,902 | | 29,859 | | ||
| Acquired: | | | | | | | |
| Nonaccrual loans (4) | | 56,718 | | 75,603 | | ||
| Accruing loans past due 90 days or more | | 251 | | 2,065 | | ||
| Total acquired nonperforming loans (5) | | 56,969 | | 77,668 | | ||
| Acquired OREO and other nonperforming assets: | | | | | | | |
| Acquired OREO (1) (5) | | 2,484 | | 11,362 | | ||
| Other acquired nonperforming assets (3) | | 391 | | 206 | | ||
| Total acquired OREO and other nonperforming assets | | 2,875 | | 11,568 | | ||
| Total acquired nonperforming assets | | 59,844 | | 89,236 | | ||
| Total nonperforming assets | | $ | 83,746 | | $ | 119,095 | |
| Excluding acquired assets: | | | | | | | |
| Total nonperforming assets as a percentage of total loans and repossessed assets (7) | | 0.15 | % | 0.24 | % | ||
| Total nonperforming assets as a percentage of total assets (8) | | 0.06 | % | 0.08 | % | ||
| Nonperforming loans as a percentage of period end loans (6) | | 0.15 | % | 0.24 | % | ||
| Including acquired assets: | | | | | | | |
| Total nonperforming assets as a percentage of total loans and repossessed assets (7) | | 0.35 | % | 0.48 | % | ||
| Total nonperforming assets as a percentage of total assets (8) | | 0.20 | % | 0.32 | % | ||
| Nonperforming loans as a percentage of period end loans (6) | | 0.34 | % | 0.43 | % |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (1) | Consists of real estate acquired as a result of foreclosure. Excludes certain property no longer intended for bank use. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (2) | Excludes non-acquired bank premises held for sale of $1.0 million and $2.2 million as of December 31, 2021 and 2020, respectively, that is now separately disclosed on the balance sheet. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (3) | Consists of non-real estate foreclosed assets, such as repossessed vehicles. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (4) | Includes nonaccrual loans that are purchase credit deteriorated (PCD loans). |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (5) | Excludes acquired bank premises held for sale of $8.6 million and $33.8 million as of December 31, 2021 and 2020, respectively, that is now separately disclosed on the balance sheet. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (6) | Loan data excludes mortgage loans held for sale. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (7) | For purposes of this calculation, total assets include all assets (both acquired and non-acquired). |
Total non-acquired nonperforming loans were $23.3 million, or 0.15% of total non-acquired loans, a decrease of approximately $5.9 million, or 20.1%, from December 31, 2020. The decrease in nonperforming loans was driven primarily by a decrease in accruing loans past due 90 days or more of $5.0 million, a decrease in restructured nonaccrual loans of $3.1 million, a decrease in consumer nonaccrual loans of $1.3 million, offset by an increase in commercial nonaccrual loans of $3.5 million. The decline in non-acquired accruing loans past due 90 days or more from 2020 was due to a decline in past due loans related to financing receivables from CBI. These loans are deemed low risk and their past due status can fluctuate due to the type of factoring receivable. Acquired nonperforming loans were $57.0 million, or 0.72% of total acquired loans, a decrease of $20.7 million, or 26.7%, from December 31, 2020. The decrease in acquired nonperforming loans was mainly driven by a decrease in consumer nonaccrual loans of $16.1 million, a decrease in commercial nonaccrual loans of $2.7 million and a decrease in accruing loans past due 90 days or more of $1.8 million. The decline in acquired consumer nonaccrual loans was mostly related to a decline in nonaccrual consumer real estate loans in 2021.
Non-acquired nonperforming loans decreased by approximately $2.2 million during the fourth quarter of 2021 from the level at September 30, 2021. The decrease was mainly due to a decrease in consumer nonaccrual loans of $3.9 million, a decrease in restructured nonaccrual loans of $1.2 million, offset by an increase in accruing loans past due 90
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days or more of $2.9 million. Acquired nonperforming loans decreased by approximately $7.7 million during the fourth quarter of 2021 from the level at September 30, 2021. The decrease was mainly due to a decrease in consumer nonaccruals of $6.4 million and a decrease in commercial nonaccruals of $1.4 million. The top ten nonaccrual loans at December 31, 2021 totaled $20.0 million and consisted of two loans located in South Carolina, four in the Georgia, and four in Florida. These loans comprise 26.5% of total nonaccrual loans at December 31, 2021, with the majority being real estate collateral dependent. We do not currently hold a specific reserve against any of these ten loans due to carrying balances being below current collateral values.
At December 31, 2021, non-acquired OREO decreased by $300,000 from the balance at December 31, 2020 to $252,000. At December 31, 2021, non-acquired OREO consisted of one property with an average value of $252,000, an increase of $173,000 in the average value from December 31, 2020 when we had 7 properties. In the fourth quarter of 2021, we added one property with an aggregate value of $252,000 into non-acquired OREO, and we sold two properties with a basis of $81,000 in that same quarter. We recorded a net gain of $6,000 on the properties sold during the fourth quarter of 2021. Our non-acquired OREO property at December 31, 2021 is located in the Central region (Columbia, SC).
At December 31, 2021, acquired OREO decreased by $8.9 million from the balance at December 31, 2020 to $2.5 million. At December 31, 2021, non-acquired OREO consisted of 11 properties with an average value of $226,000, a decrease of $99,000 from December 31, 2020 when we had 35 properties. In the fourth quarter of 2021, we added two properties with an aggregate value of $874,000 into acquired OREO, and we sold 12 properties with a basis of $1.7 million in that same quarter. We recorded a net gain of $618,000 on the properties sold during the quarter. Our general policy is to obtain updated OREO valuations at least annually. OREO valuations include appraisals or broker opinions, (See Other Real Estate Owned (“OREO”) under Critical Accounting Policies and Estimates in Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations for further discussion on our OREO policies.)
Potential Problem Loans
Potential problem loans, which are not included in nonperforming loans, related to non-acquired loans were approximately $6.9 million, or 0.04% of total non-acquired loans outstanding at December 31, 2021, compared to $5.9 million, or 0.05% of total non-acquired loans outstanding at December 31, 2020. Potential problem loans related to acquired loans totaled $19.3 million, or 0.24%, of total acquired loans at December 31, 2021, compared to $13.4 million, or 0.11% of total acquired loans outstanding, at December 31, 2020. All potential problem loans represent those loans where information about possible credit problems of the borrowers has caused Management to have concern about the borrower’s ability to comply with present repayment terms.
Allowance for Credit Losses (“ACL”)
As stated previously, the ACL reflects Management’s estimate of expected credit losses that will result from the inability of our borrowers to make required loan payments. At adoption of ASU 2016-13, the Company established the incremental increase in the ACL through equity and subsequent adjustments through a provision for or recovery of credit losses recorded to earnings. The Company records loans charged off against the ACL and subsequent recoveries, if any, increase the ACL when they are recognized.
Management uses systematic methodologies to determine its ACL for loans held for investment and certain off-balance-sheet credit exposures. The ACL is a valuation account that is deducted from the amortized cost basis to present the net amount expected to be collected on the loan portfolio. Management considers the effects of past events, current conditions, and reasonable and supportable forecasts on the collectability of the loan portfolio. The Company’s estimate of its ACL involves a high degree of judgment; therefore, Management’s process for determining expected credit losses may result in a range of expected credit losses. The Company’s ACL recorded in the balance sheet reflects Management’s best estimate within the range of expected credit losses. The Company recognizes in net income the amount needed to adjust the ACL for Management’s current estimate of expected credit losses. The Company’s ACL is calculated using collectively evaluated and individually evaluated loans.
The Company merged with CSFL on June 7, 2020. For the second quarter ended June 30, 2020, given the proximity of the merger date to the quarter end, Management collectively evaluated loans from each legacy loan portfolio utilizing pre-existing methodologies implemented prior to the merger and aggregated the result. During the third quarter of 2020, Management consolidated the two methodologies into one to arrive at the ACL recorded at September 30, 2020 for both the ACL related to the loan portfolio and the reserve related to the unfunded commitments
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(off-balance-sheet credit exposures). The new methodology for unfunded commitments utilizes a funding rate, as opposed to a utilization rate which was a method applied to the SouthState legacy portfolio prior to the third quarter, to determine the reserve for each respective segment of unfunded commitments. This new method, along with the change in mix of unfunded commitments, resulted in an increase in the reserve for legacy SouthState Bank unfunded commitments during the third quarter of 2020.
The allowance for credit losses is measured on a collective pool basis when similar risk characteristics exist. Loans with similar risk characteristics are grouped into homogenous segments, or pools, for analysis. The Discounted Cash Flow (“DCF”) method is utilized for each loan in a pool, and the results are aggregated at the pool level. A periodic tendency to default and absolute loss given default are applied to a projective model of the loan’s cash flow while considering prepayment and principal curtailment effects. The analysis produces expected cash flows for each instrument in the pool by pairing loan-level term information (e.g., maturity date, payment amount, interest rate, etc.) with top-down pool assumptions (e.g., default rates and prepayment speeds). The Company has identified the following portfolio segments: Owner-Occupied Commercial Real Estate, Non Owner-Occupied Commercial Real Estate, Multifamily, Municipal, Commercial and Industrial, Commercial Construction and Land Development, Residential Construction, Residential Senior Mortgage, Residential Junior Mortgage, Revolving Mortgage, and Consumer and Other.
In determining the proper level of the ACL, Management has determined that the loss experience of the Bank provides the best basis for its assessment of expected credit losses. It therefore utilized its own historical credit loss experience by each loan segment over an economic cycle, while excluding loss experience from certain acquired institutions (i.e., failed banks). For most of the segment models for collectively evaluated loans, the Company incorporated two or more macroeconomic drivers using a statistical regression modeling methodology.
Management considers forward-looking information in estimating expected credit losses. The Company subscribes to a third-party service which provides a quarterly macroeconomic baseline outlook and alternative scenarios for the United States economy. The baseline, along with the evaluation of alternative scenarios, is used by Management to determine the best estimate within the range of expected credit losses. Management has evaluated the appropriateness of the reasonable and supportable forecast scenarios and has made adjustments as needed. Management evaluates the appropriateness of the reasonable and supportable forecast scenarios and takes into consideration the scenarios in relation to actual economic and other data (such as COVID-19 epidemiological data and federal stimulus), as well as the volatility and magnitude of changes within those scenarios quarter over quarter, and consideration of condition within the bank’s operating environment and geographic area. Additional forecast scenarios may be weighed along with the baseline forecast to arrive at the final reserve estimate. While periods of relative economic stability should generally lead to stability in forecast scenarios and weightings to estimate credit losses, periods of instability can likewise require Management to adjust the selection of scenarios and weightings, in accordance with the accounting standards. For the contractual term that extends beyond the reasonable and supportable forecast period, the Company reverts to the long term mean of historical factors within four quarters using a straight-line approach. The Company generally utilizes a four-quarter forecast and a four-quarter reversion period.
The COVID-19 pandemic has created increased volatility and uncertainties within the economy and economic forecasts. Accordingly, Management has used a blended forecast scenario of the baseline and more severe scenario ranging between two-thirds baseline and one-third more severe scenario to an equal weight between the baseline and more severe scenario since December 31, 2020, depending on the circumstances and economic outlook. As of December 31, 2021, Management selected a baseline weighting of 55%, down from 60% in the third quarter of 2021, and increased the more severe scenario to 45%, as several issues have materialized that warrant a more cautious approach. These issues include, but are not limited to, level of optimism in the baseline forecast outlook as compared to consensus forecasts; political impediments to moving the Build Back America legislation forward; persistent headwinds related to the Omicron variant of COVID-19; and growing evidence that inflationary pressures in the labor market and supply chains are more than transitory. The resulting release was approximately $9.2 million during the fourth quarter of 2021. If the economic forecast weighting had not been adjusted from the third quarter of 2021, this would have resulted in a higher release of approximately $13.4 million, which Management deemed inappropriate given the underlying economic conditions and likelihood of additional stimulus as compared with assumptions in the baseline scenario.
Included in its systematic methodology to determine its ACL, Management considers the need to qualitatively adjust expected credit losses for information not already captured in the loss estimation process. These qualitative adjustments either increase or decrease the quantitative model estimation (i.e., formulaic model results). Each period the
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Company considers qualitative factors that are relevant within the qualitative framework that includes the following: 1) Lending Policy; 2) Economic conditions not captured in models; 3) Volume and Mix of Loan Portfolio; 4) Past Due Trends; 5) Concentration Risk; 6) External Factors; and 7) Model Limitations.
When a loan no longer shares similar risk characteristics with its segment, the asset is assessed to determine whether it should be included in another pool or should be individually evaluated. The Company’s threshold for individually-evaluated loans includes all non-accrual loans with a net book balance in excess of $1.0 million. Management will monitor the credit environment and make adjustments to this threshold in the future if warranted. Based on the threshold above, consumer financial assets will generally remain in pools unless they meet the dollar threshold. The expected credit losses on individually-evaluated loans will be estimated based on discounted cash flow analysis unless the loan meets the criteria for use of the fair value of collateral, either by virtue of an expected foreclosure or through meeting the definition of collateral-dependent. Financial assets that have been individually evaluated can be returned to a pool for purposes of estimating the expected credit loss insofar as their credit profile improves and that the repayment terms were not considered to be unique to the asset.
Management measures expected credit losses over the contractual term of a loan. When determining the contractual term, the Company considers expected prepayments but is precluded from considering expected extensions, renewals, or modifications, unless the Company reasonably expects it will execute a troubled debt restructuring (“TDR”) with a borrower. In the event of a reasonably-expected TDR, the Company factors the reasonably-expected TDR into the current expected credit losses estimate. For consumer loans, the point at which a TDR is reasonably expected is when the Company approves the borrower’s application for a modification (i.e., the borrower qualifies for the TDR) or when the Credit Administration department approves loan concessions on substandard loans. For commercial loans, the point at which a TDR is reasonably expected is when the Company approves the loan for modification or when the Credit Administration department approves loan concessions on substandard loans. The Company uses a discounted cash flow methodology for a TDR to calculate the effect of the concession provided to the borrower within the ACL.
A restructuring that results in only a delay in payments that is insignificant is not considered an economic concession. In accordance with the Coronavirus Aid, Relief, and Economic Security Act, also known as the CARES Act, the Company implemented loan modification programs in response to the COVID-19 pandemic in order to provide borrowers with flexibility with respect to repayment terms. The Company’s payment relief assistance includes forbearance, deferrals, extension and re-aging programs, along with certain other modification strategies. The Company elected the accounting policy in the CARES Act to not apply TDR accounting to loans modified for borrowers impacted by the COVID-19 pandemic if the concession met the criteria as defined under the CARES Act.
For purchased credit-deteriorated, otherwise referred to herein as PCD, assets are defined as acquired individual financial assets (or acquired groups of financial assets with similar risk characteristics) that, as of the date of acquisition, have experienced a more-than-insignificant deterioration in credit quality since origination, as determined by the Company’s assessment. The Company records acquired PCD loans by adding the expected credit losses (i.e., allowance for credit losses) to the purchase price of the financial assets rather than recording through the provision for credit losses in the income statement. The expected credit loss, as of the acquisition day, of a PCD loan is added to the allowance for credit losses. The non-credit discount or premium is the difference between the unpaid principal balance and the amortized cost basis as of the acquisition date. Subsequent to the acquisition date, the change in the ACL on PCD loans is recognized through the provision for credit losses. The non-credit discount or premium is accreted or amortized, respectively, into interest income over the remaining life of the PCD loan on a level-yield basis. In accordance with the transition requirements within the standard, the Company’s acquired credit-impaired loans (i.e., ACI or Purchased Credit Impaired) were treated as PCD loans.
The Company follows its nonaccrual policy by reversing contractual interest income in the income statement when the Company places a loan on nonaccrual status. Therefore, Management excludes the accrued interest receivable balance from the amortized cost basis in measuring expected credit losses on the portfolio and does not record an allowance for credit losses on accrued interest receivable. As of December 31, 2021 and 2020, the accrued interest receivable for loans recorded in Other Assets were $70.6 million and $93.9 million, respectively.
The Company has a variety of assets that have a component that qualifies as an off-balance sheet exposure. These primarily include undrawn portions of revolving lines of credit and standby letters of credit. The expected losses associated with these exposures within the unfunded portion of the expected credit loss will be recorded as a liability on the balance sheet. Management has determined that a majority of the Company’s off-balance-sheet credit exposures are not unconditionally cancellable. Management completes funding studies based on historical data to estimate the
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percentage of unfunded loan commitments that will ultimately be funded to calculate the reserve for unfunded commitments. Management applies this funding rate, along with the loss factor rate determined for each pooled loan segment, to unfunded loan commitments, excluding unconditionally cancellable exposures and letters of credit, to arrive at the reserve for unfunded loan commitments. As of December 31, 2021 and 2020, the liabilities recorded for expected credit losses on unfunded commitments were $30.5 million and $43.4 million, respectively. The current adjustment to the ACL for unfunded commitments is recognized through the Provision for Credit Losses in the Consolidated Statements of Income. The Company did not have an allowance for credit losses or record a provision for credit losses on investment securities or other financials asset during 2021.
With the adoption of ASU 2016-13 on January 1, 2020, the Company changed its method for calculating the allowance for loans from an incurred loss method to a life of loan method. See Note 1—Significant Accounting Policies. As of December 31, 2021, the balance of the ACL was $301.8 million or 1.26% of total loans. The ACL decreased $12.3 million from the balance of $314.1 million recorded at September 30, 2021. This decrease during the fourth quarter of 2021 included an $11.4 million release or decline in the provision for credit losses in addition to $1.0 million in net charge-offs. For the year ended December 31, 2021, the ACL decreased $155.5 million from the balance of $457.3 million. The decrease in ACL of $155.5 million was due to a release of the allowance for credit losses of $152.4 million along with net charge-offs of $3.1 million in 2021. For both the three and twelve months ended December 30, 2021, the Company had releases of allowance for credit losses resulting from improvements in the economic forecasts that drive our ACL model. The improvement in the economy and the increased availability and higher percentage of people receiving the COVID-19 vaccine and boosters contributed to the change in the economic forecasts. As of December 31, 2020, the balance of the ACL was $457.3 million or 1.85% of total loans. For the year ended December 31, 2020, the ACL increased $400.1 million from the balance of $56.9 million. This increase included a $199.4 million provision for credit losses during the period (which includes $109.4 million of provision recorded for non-PCD loans acquired through the merger with CSFL), a $149.4 million allowance for credit losses recorded on acquisition date on PCD loans acquired from CSFL and an increase of $54.5 million through the impact of the initial adoption of CECL. These increases in 2020 were partially offset by $2.8 million in net charge-offs.
At December 31, 2021, the Company had a reserve on unfunded commitments of $30.5 million which was recorded as a liability on the Consolidated Balance Sheet, compared to $43.4 million at December 31, 2020. During the year ended December 31, 2021, the Company recorded a release of the reserve for unfunded commitments, or recovery for credit losses, on unfunded commitments of $12.9 million. With the improvement in the economy and the increased availability of the COVID-19 vaccine, the Company began to release some of this reserve for unfunded commitments based on improvements in economic forecasts. This amount was recorded in (Recovery) Provision for Credit Losses on the Consolidated Statements of Income. With the adoption of ASU 2016-13 on January 1, 2020, the Company increased its reserve on unfunded commitments by $6.5 million. During the year ended December 31, 2020, the provision for credit losses on unfunded commitments was $36.6 million. Included in the provision for credit losses for the year ended December 31, 2020, $9.6 million was related to the merger with CSFL, which was completed during the second quarter of 2020. The Company did not have an allowance for credit losses or record a provision for credit losses on investment securities or other financials asset during the first nine months of 2021 or 2020.
For the year ended December 31, 2021, the allowance for credit losses was $301.8 million, or 1.26%, of period-end loans. The ACL provides 3.76 times coverage of nonperforming loans at December 31, 2021, compared to 4.28 times at December 31, 2020. Net charge offs to total average loans during the year ended December 31, 2021 were 0.01%, the same percentage as for the year ended December 31, 2020. We continued to show solid and stable asset quality numbers and ratios as of December 31, 2021. The following table provides the allocation, by segment, for expected credit losses. Because PPP loans are government guaranteed and Management implemented additional reviews and procedures to help mitigate potential losses, Management does not expect to recognize credit losses on this loan portfolio and as a result, did not record an ACL for PPP loans within the C&I loan segment presented in the table below.
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Table 16—Allocation of the Allowance by Segment
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | December 31, 2021 | | December 31, 2020 | | ||||||
| (Dollars in thousands) | Amount | %* | Amount | %* | ||||||||
| Residential Mortgage Senior | | | $ | 47,036 | 17.4 | % | $ | 63,561 | 18.8 | % | ||
| Residential Mortgage Junior | | | 611 | 0.1 | % | 1,238 | 0.1 | % | ||||
| Revolving Mortgage | | | 13,325 | 5.2 | % | 16,698 | 6.0 | % | ||||
| Residential Construction | | | 4,997 | 2.7 | % | 4,914 | 2.5 | % | ||||
| Other Construction and Development | | | 37,593 | 5.8 | % | 67,197 | 5.8 | % | ||||
| Consumer | | | 23,149 | 3.8 | % | 26,562 | 3.9 | % | ||||
| Multifamily | | | | 4,921 | | 1.9 | % | | 7,887 | | 1.7 | % |
| Municipal | | | | 565 | | 2.7 | % | | 1,510 | | 2.6 | % |
| Owner Occupied Commercial Real Estate | | | | 61,794 | | 20.9 | % | | 97,104 | | 21.2 | % |
| Non Owner Occupied Commercial Real Estate | | | | 79,649 | | 26.5 | % | | 124,421 | | 25.6 | % |
| Commercial and Industrial | | | 28,167 | 13.0 | % | 46,217 | 11.8 | % | ||||
| Total | | $ | 301,807 | 100.0 | % | $ | 457,309 | 100.0 | % |
* Loan balance in each category expressed as a percentage of total loans excluding PPP loans.
The following table presents a summary of net charge off ratios by loan segment, for the year ended December 31, 2021 and 2020:
Table 17—Disaggregated Net Recovery (Charge Off) Ratio by Segment
| | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, 2021 | | Year Ended December 31, 2020 | | | |||||||||||||
| (Dollars in thousands) | Net Recovery (Charge Off) | | Average Balance | | Net Recovery (Charge Off) Ratio | | Net Recovery (Charge Off) | | Average Balance | | Net Recovery (Charge Off) Ratio | | |||||||
| Residential Mortgage Senior | | $ | 1,343 | | $ | 4,139,341 | | 0.03 | % | | $ | 615 | | $ | 3,767,015 | | 0.02 | % | |
| Residential Mortgage Junior | | 146 | | 21,539 | | 0.68 | % | | 431 | | 25,844 | | 1.67 | % | | ||||
| Revolving Mortgage | | 1,254 | | 1,293,012 | | 0.10 | % | | 198 | | 1,141,938 | | 0.02 | % | | ||||
| Residential Construction | | 31 | | 580,194 | | 0.01 | % | | 79 | | 462,166 | | 0.02 | % | | ||||
| Other Construction and Development | | 1,774 | | 1,364,535 | | 0.13 | % | | 1,060 | | 1,078,586 | | 0.10 | % | | ||||
| Consumer | | (6,734) | | 885,770 | | (0.76) | % | | (4,236) | | 819,927 | | (0.52) | % | | ||||
| Multifamily | | | 3 | | | 385,430 | | — | % | | | 71 | | | 340,065 | | 0.02 | % | |
| Municipal | | | — | | | 628,443 | | — | % | | | — | | | 404,844 | | — | % | |
| Owner Occupied Commercial Real Estate | | | (1,082) | | | 4,869,458 | | 0.02 | % | | | (116) | | | 3,697,918 | | — | % | |
| Non Owner Occupied Commercial Real Estate | | | 207 | | | 5,940,184 | | — | % | | | (83) | | | 4,318,341 | | — | % | |
| Commercial and Industrial | | (41) | | 4,010,606 | | — | % | | (844) | | 3,315,213 | | (0.03) | % | | ||||
| Total | | $ | (3,099) | | $ | 24,118,512 | | (0.01) | | $ | (2,825) | | $ | 19,371,857 | | (0.01) | | |
The following table presents a summary of the changes in the ACL, for the year ended December 31, 2021 and 2020:
Table 18—Summary of Changes in ACL
| | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, | |||||||||||||||||
| | | 2021 | | 2020 | |||||||||||||||
| | Non-PCD | | PCD | | | | Non-PCD | | PCD | | | ||||||||
| (Dollars in thousands) | Loans | | Loans | Total | | Loans | | Loans | Total | ||||||||||
| Allowance for credit losses at January 1 | | $ | 315,470 | | $ | 141,839 | | $ | 457,309 | | $ | 56,927 | | $ | — | | $ | 56,927 | |
| Adjustment for implementation of CECL | | | — | | | — | | | — | | | 51,030 | | | 3,408 | | | 54,438 | |
| Allowance Adjustment - FMV for CenterState merger | | | — | | | — | | | — | | | — | | | 149,404 | | | 149,404 | |
| Loans charged-off | | (14,391) | | (2,508) | | (16,899) | | (9,714) | | (4,888) | | (14,602) | | ||||||
| Recoveries of loans previously charged off | | 7,778 | | 6,022 | | 13,800 | | 6,333 | | 5,444 | | 11,777 | | ||||||
| Net (charge-offs) recoveries* | | (6,613) | | 3,514 | | (3,099) | | (3,381) | | 556 | | (2,825) | | ||||||
| (Recovery) provision for credit losses | | (83,630) | | (68,773) | | (152,403) | | 210,894 | | (11,529) | | 199,365 | | ||||||
| Balance at end of period | | $ | 225,227 | | $ | 76,580 | | $ | 301,807 | | $ | 315,470 | | $ | 141,839 | | $ | 457,309 | |
| | | | | | | | | | | | | | | | | | | | |
| Total loans, net of unearned income: | | | | | | | | | | | | | | | | | | | |
| At period end | | $ | 23,928,166 | | | | | | | | $ | 24,664,134 | | | | | | | |
| Average** | | 24,118,512 | | | | | | | | 19,371,856 | | | | | | | | ||
| Net charge-offs as a percentage of average loans (annualized) | | 0.01 | | % | | | | | | 0.01 | | % | | | | | | ||
| Allowance for credit losses as a percentage of period end loans | | 1.26 | | % | | | | | | 1.85 | | % | | | | | | ||
| Allowance for credit losses as a percentage of period end non-performing loans (“NPLs”) | | 375.94 | | % | | | | | | 428.04 | | % | | | | | |
* Net charge-offs at December 31, 2021 and 2020 include automated overdraft protection (“AOP”) and insufficient fund (“NSF”) principal net charge-offs of $4.6 million and $2.8 million, respectively, that are included in the consumer classification above.
** Average loans, net of unearned income does not include loans held for sale.
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The following table presents changes in the allowance for loan losses on non-acquired loans for the year ended December 31, 2019, prior to the adoption of ASU 2016-13:
Table 19—Summary of Non-Acquired Loan Loss Experience
| | | | | |
|---|---|---|---|---|
| | | Year Ended December 31, | | |
| (Dollars in thousands) | 2019 | |||
| Allowance for loan losses at January 1 | | $ | 51,194 | |
| Charge‑offs: | | | | |
| Real estate: | | | | |
| Commercial non‑owner occupied | | (81) | | |
| Consumer | | (253) | | |
| Commercial owner occupied real estate | | (87) | | |
| Commercial and industrial | | (622) | | |
| Other income producing property | | (31) | | |
| Consumer | | (5,843) | | |
| Total charge‑offs | | (6,917) | | |
| Recoveries: | | | | |
| Real estate: | | | | |
| Commercial non‑owner occupied | | 1,092 | | |
| Consumer | | 478 | | |
| Commercial owner occupied real estate | | 174 | | |
| Commercial and industrial | | 351 | | |
| Other income producing property | | 94 | | |
| Consumer | | 1,178 | | |
| Total recoveries | | 3,367 | | |
| Net charge‑offs * | | (3,550) | | |
| Provision for loan losses | | 9,283 | | |
| Allowance for loan losses at December 31 | | $ | 56,927 | |
| Average loans, net of unearned income ** | | $ | 8,594,639 | |
| Ratio of net charge‑offs to average loans, net of unearned income | | 0.04 | % | |
| Allowance for loan losses as a percentage of total non‑acquired loans | | 0.62 | % |
* Net charge-offs at December 31, 2019 include automated overdraft protection (“AOP”) and insufficient fund (“NSF”) principal net charge-offs of $3.7 million that are included in the consumer classification above.
** Non-acquired average loans, net of unearned income, does not include loans held for sale.
The following table presents changes in the allowance for loan losses on acquired non-credit impaired loans for the year ended December 31, 2019, prior to the adoption of ASU 2016-13:
Table 20—Summary of Acquired Non-Credit Impaired Loan Loss Experience
| | | | | |
|---|---|---|---|---|
| | | Year Ended December 31, | | |
| (Dollars in thousands) | | 2019 | ||
| Allowance for loan losses at January 1 | | $ | — | |
| Charge‑offs: | | | | |
| Real estate: | | | | |
| Commercial non‑owner occupied | | (44) | | |
| Consumer | | (269) | | |
| Commercial owner occupied real estate | | (786) | | |
| Commercial and industrial | | (1,289) | | |
| Other income producing property | | (26) | | |
| Consumer | | (444) | | |
| Total charge‑offs | | (2,858) | | |
| Recoveries: | | | | |
| Real estate: | | | | |
| Commercial non‑owner occupied | | 3 | | |
| Consumer | | 232 | | |
| Commercial owner occupied real estate | | — | | |
| Commercial and industrial | | 190 | | |
| Other income producing property | | 71 | | |
| Consumer | | 51 | | |
| Total recoveries | | 547 | | |
| Net charge‑offs | | (2,311) | | |
| Provision for loan losses | | 2,311 | | |
| Allowance for loan losses at December 31 | | $ | — | |
| Average loans, net of unearned income | | $ | 2,162,245 | |
| Ratio of net charge‑offs to average loans, net of unearned income | | 0.11 | % |
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The following table presents changes in the allowance for loan losses on acquired credit impaired loans for the year ended December 31, 2019, prior to the adoption of ASU 2016-13:
Table 21—Summary of Acquired Credit Impaired Loan Loss Experience
| | | | | | |
|---|---|---|---|---|---|
| | | Year Ended December 31, | | | |
| (Dollars in thousands) | 2019 | | |||
| Balance, beginning of the period | | $ | 4,604 | | |
| Provision for loan losses before benefit attributable to FDIC loss share agreements: | | | | | |
| Commercial real estate | | 577 | | | |
| Commercial real estate—construction and development | | (148) | | | |
| Residential real estate | | 716 | | | |
| Consumer | | (222) | | | |
| Commercial and industrial | | 260 | | | |
| Total provision for loan losses before benefit attributable to FDIC loss share agreements | | 1,183 | | | |
| Total provision for loan losses charged to operations | | 1,183 | | | |
| Provision for loan losses recorded through the FDIC loss share receivable | | — | | | |
| Reductions due to loan removals: | | | | | |
| Commercial real estate | | (1) | | | |
| Commercial real estate—construction and development | | — | | | |
| Residential real estate | | (407) | | | |
| Consumer | | — | | | |
| Commercial and industrial | | (315) | | | |
| Total reductions due to loan removals | | (723) | | | |
| Balance, end of the period | | $ | 5,064 | | |
During 2019, the valuation allowance on acquired credit impaired loans increased by $460,000, or 10.0%. This was the result of impairments of $1.2 million which were recorded through the provision for loan losses, being offset by loan removals of $723,000 due to loans being paid off, fully charged off or transferred to OREO. Impairments are recognized immediately and releases are generally spread over time.
Deposits
We rely on deposits by our customers as the primary source of funds for the continued growth of our loan and investment securities portfolios. Customer deposits are categorized as either noninterest-bearing deposits or interest-bearing deposits. Noninterest-bearing deposits (or demand deposits) are transaction accounts that provide us with “interest-free” sources of funds. Interest-bearing deposits include savings deposit, interest-bearing transaction accounts, certificates of deposits, and other time deposits. Interest-bearing transaction accounts include HSA, IOLTA, and Market Rate checking accounts.
During 2021, all categories of deposits increased from 2020 except for time deposits. Total deposits increased $4.4 billion, or 14.2%, to $35.1 billion during 2021. The year-over-year growth was primarily due to the federal government pushing funds into the market through stimulus programs, in addition to consumers remaining conservative in their spending habits in reaction to the COVID-19 pandemic. Our deposit growth since December 31, 2020 included an increase in interest-bearing demand deposits of $2.9 billion, noninterest-bearing transaction account deposits of $1.8 billion, and saving deposits of $656.5 million. These increases were offset by a decline in time deposits of $938.5 million. During 2021, we continued our focus on increasing core deposits (excluding certificates of deposits and other time deposits), which are normally lower cost funds compared to certificate of deposit balances.
The following table presents total deposits for the two years at December 31:
Table 22—Total Deposits
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | | December 31, | |||||
| (Dollars in thousands) | 2021 | 2020 | |||||
| Noninterest-bearing deposits | | $ | 11,498,840 | | $ | 9,711,338 | |
| Savings deposits | | 3,350,547 | | 2,694,011 | | ||
| Interest‑bearing demand deposits | | 17,395,367 | | 14,539,928 | | ||
| Total savings and interest‑bearing demand deposits | | 20,745,914 | | 17,233,939 | | ||
| Certificates of deposit | | 2,803,987 | | 3,743,271 | | ||
| Other time deposits | | 6,088 | | 5,334 | | ||
| Total time deposits | | 2,810,075 | | 3,748,605 | | ||
| Total deposits | | $ | 35,054,829 | | $ | 30,693,882 | |
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Overall deposits grew through organic growth during 2021 from December 31, 2020. The following are key highlights regarding overall growth in total deposits:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Total deposits increased $4.4 billion, or 14.2%, for the year ended December 31, 2021, compared to 2020, driven by organic growth with all the excess liquidity currently in the market place due to the government stimulus and conservative consumer spending habits related to the COVID-19 pandemic. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Noninterest-bearing deposits (demand deposits) increased by $1.8 billion, or 18.4%, for the year ended December 31, 2021, when compared with December 31, 2020. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Money market (Market Rate Checking) and other interest-bearing demand deposits increased $3.5 billion, or 20.4%, for the year ended December 31, 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Savings deposits increased $656.5 million, or 24.4%, when compared with December 31, 2020. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | At December 31, 2021, the ratio of savings, interest-bearing demand deposits, and time deposits to total deposits was 67.2%, a decrease of 1.2%, compared with the ratio of 68.4% at the end of 2020. |
The following are key highlights regarding overall growth in average total deposits:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Total deposits averaged $33.0 billion in 2021, an increase of $10.4 billion, or 45.8%, from 2020. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Average interest-bearing deposits increased by $6.5 billion, or 41.9%, to $22.0 billion in 2021 compared to 2020, due to organic growth and having a full year's impact in 2021 from the deposits assumed through the CSFL merger in 2020. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Average noninterest-bearing demand deposits increased by $3.9 billion, or 54.2%, to $11.0 billion in 2021 compared to 2020, due to organic growth and having a full year's impact in 2021 from the deposits assumed through the CSFL merger in 2020. |
The following table provides a maturity distribution of certificates of deposit of $250,000 or more for the next twelve months as of December 31:
Table 23—Maturity Distribution of Certificates of Deposits of $250 Thousand or More
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | | December 31, | | | |||||
| (Dollars in thousands) | 2021 | 2020 | % Change | ||||||
| Within three months | | $ | 179,524 | | $ | 205,065 | (12.5) | % | |
| After three through six months | | 127,205 | | 163,174 | (22.0) | % | |||
| After six through twelve months | | 150,641 | | 285,611 | (47.3) | % | |||
| After twelve months | | 145,795 | | 160,357 | (9.1) | % | |||
| | | $ | 603,165 | | $ | 814,207 | (25.9) | % |
At December 31, 2021 and 2020, the Company estimates that is has approximately $12.4 billion and $10.0 billion, respectively, in uninsured deposits including related interest accrued and unpaid. Since it is not reasonably practicable to provide a precise measure of uninsured deposits, the amounts above are estimates and are based on the same methodologies and assumptions used for the bank’s regulatory reporting requirements by the FDIC for the Call Report.
The following table provides a maturity distribution of uninsured time deposits for the next twelve months as of December 31:
Table 24—Maturity Distribution of Uninsured Deposits
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | | December 31, | | | |||||
| (Dollars in thousands) | 2021 | 2020 | % Change | ||||||
| Within three months | | $ | 86,479 | | $ | 92,482 | (6.5) | % | |
| After three through six months | | 67,204 | | 85,424 | (21.3) | % | |||
| After six through twelve months | | 74,892 | | 139,361 | (46.3) | % | |||
| After twelve months | | 79,795 | | 86,857 | (8.1) | % | |||
| | | $ | 308,370 | | $ | 404,124 | (23.7) | % |
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Short-Term Borrowed Funds
Our short-term borrowed funds consist of federal funds purchased and securities sold under repurchase agreements, FRB borrowings on a secured line of credit, short-term FHLB Advances and the U.S. Bank line of credit. Note 10—Federal Funds Purchased and Securities Sold Under Agreements to Repurchase in our audited financial statements provides a profile of these funds at each year-end, the average amounts outstanding during each period, the maximum amounts outstanding at any month-end, and the weighted average interest rates on year-end and average balances in each category. Federal funds purchased and securities sold under agreements to repurchase most typically have maturities within one to three days from the transaction date. Certain of these borrowings have no defined maturity date. Note 11—Other Borrowings in our audited financial statements provide provides a profile of short-term FHLB advances, FRB borrowings and the U.S. Bank line of credit at each year-end, the average amount outstanding during each period and the weighted average interest rates on year-end and average balance. Short-term FHLB advances have a maturity of less than one year and the FRB borrowings and U.S. Bank line of credit had a daily maturity.
Long-Term Borrowed Funds
Our long-term borrowed funds consist of trust preferred junior subordinated debt and corporate subordinated debt. Note 11—Other Borrowings in our audited financial statements provides a profile of these funds at each year-end, the balance at year end, the interest rate at year end and the weighted average interest rate for long-term borrowings. Each issuance of trust preferred junior subordinated debt has a maturity of 30 years, but we can call the debt at any point without penalty.
Capital and Dividends
Our ongoing capital requirements have been met primarily through retained earnings, less the payment of cash dividends. As of December 31, 2021, shareholders’ equity was $4.8 billion, an increase of $155.1 million, or 3.3%, compared to the balance at December 31, 2020. The change from year-end 2020 was mainly attributable to net income of $475.5 million, less dividends paid on common shares of $135.2 million, common stock repurchased under our stock repurchase plan of $146.4 million and a decline in the AOCI attributable to a decrease in the market value of securities available for sale of $68.9 million.
The following shows the changes in shareholders’ equity during 2021:
Table 25—Changes in Shareholders’ Equity
| | | | |
|---|---|---|---|
| Total shareholders' equity at December 31, 2020 | $ | 4,647,880 | |
| Net income | | | 475,543 |
| Dividends paid on common shares ($1.92 per share) | | | (135,201) |
| Dividends paid on restricted stock units | | | (136) |
| Net decrease in market value of securities available for sale, net of deferred taxes | | | (68,943) |
| Net increase in market value of post retirement plan, net of deferred taxes | | | 208 |
| Stock options exercised | | | 2,905 |
| Employee stock purchases | | | 2,384 |
| Equity based compensation | | | 25,721 |
| Common stock repurchased pursuant to stock repurchase plan | | | (146,368) |
| Common stock repurchased - equity plans | | | (1,053) |
| Total shareholders' equity at December 31, 2021 | | $ | 4,802,940 |
Our equity-to-assets ratio decreased to 11.4% at December 31, 2021 from 12.3% at December 31, 2020. The decrease from December 31, 2020 was due to the percentage increase in equity of 3.3% being less than the percentage increase in total assets of 11.0%. The increase in assets was mainly due to the increase in cash and cash equivalents and investment securities as deposits grew 14.2% providing the bank with excess liquidity during 2021. The lower percentage growth in capital was mainly due to the Company repurchasing $146.4 million in common stock through its stock repurchase plan and paying dividends on common shares of $135.2 million in 2021.
On January 25, 2019, our Board of Directors approved a program (“2019 Repurchase Program”) to repurchase up to 1,000,000 of our common stock. In June 2019, our Board of Directors authorized the repurchase of up to an additional 2,000,000 shares of our common stock under the Company’s 2019 Repurchase Program after considering,
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among other things, our liquidity needs and capital resources as well as the estimated current value of our net assets. In 2019, the Company repurchased a total of 2,165,000 shares for $156.9 million, or $72.49 per share (excluding commission expense), of which 1,000,000 shares were from the 2019 Repurchase Program and the remaining 1,165,000 shares were from the revised 2019 Repurchase Program. The Company repurchased an additional 320,000 shares for $24.7 million, or $77.23 per share (excluding commission expense) in 2020 under the 2019 Repurchase Program for a total of 1,485,000 repurchased under the 2,000,000 authorized. On January 27, 2021, the Board of Directors of the Company approved the authorization of a new 3,500,000 million share Company stock repurchase plan, which replaced in its entirety the 2019 Repurchase Program. As of December 31, 2021, we repurchased 1,817,941 shares, at an average price of $80.51 per share, excluding cost of commissions, for a total of $146.4 million, under the 2021 Stock Repurchase Plan and may repurchase up to an additional 1,682,059 shares of common stock under the program. The number of shares to be purchased and the timing of the purchases during 2021, 2020 and 2019 were based on a variety of factors, including, but not limited to, the level of cash balances, general business conditions, regulatory requirements, the market price of our common stock, and the availability of alternative investment opportunities.
We are subject to regulations with respect to certain risk-based capital ratios. These risk-based capital ratios measure the relationship of capital to a combination of balance sheet and off-balance sheet risks. The values of both balance sheet and off-balance sheet items are adjusted based on the rules to reflect categorical credit risk. In addition to the risk-based capital ratios, the regulatory agencies have also established a leverage ratio for assessing capital adequacy. The leverage ratio is equal to Tier 1 capital divided by total consolidated on-balance sheet assets (minus amounts deducted from Tier 1 capital). The leverage ratio does not involve assigning risk weights to assets.
Specifically, we are required to maintain the following minimum capital ratios:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | a CET1, risk-based capital ratio of 4.5%; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | a Tier 1 risk-based capital ratio of 6%; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | a total risk-based capital ratio of 8%; and |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| • | a leverage ratio of 4%. |
Under the current capital rules, Tier 1 capital includes two components: CET1 capital and additional Tier 1 capital. The highest form of capital, CET1 capital, consists solely of common stock (plus related surplus), retained earnings, accumulated other comprehensive income, otherwise referred to as AOCI, and limited amounts of minority interests that are in the form of common stock. Additional Tier 1 capital is primarily comprised of noncumulative perpetual preferred stock, Tier 1 minority interests and grandfathered trust preferred securities (as discussed below). Tier 2 capital generally includes the allowance for loan losses up to 1.25% of risk-weighted assets, qualifying preferred stock, subordinated debt and qualifying tier 2 minority interests, less any deductions in Tier 2 instruments of an unconsolidated financial institution. Cumulative perpetual preferred stock is included only in Tier 2 capital, except that the capital rules permit bank holding companies with less than $15 billion in total consolidated assets to continue to include trust preferred securities and cumulative perpetual preferred stock issued before May 19, 2010 in Tier 1 Capital (but not in CET1 capital), subject to certain restrictions. With the merger with CSFL during the second quarter of 2020, the Company’s trust preferred securities no longer qualifies for Tier 1 capital and is now only included in Tier 2 capital for regulatory capital calculations. AOCI is presumptively included in CET1 capital and often would operate to reduce this category of capital. When the current capital rules were first implemented, the Bank exercised its one-time opportunity at the end of the first quarter of 2015 for covered banking organizations to opt out of much of this treatment of AOCI, allowing us to retain our pre-existing treatment for AOCI.
In order to avoid restrictions on capital distributions or discretionary bonus payments to executives, a banking organization must maintain a “capital conservation buffer” on top of its minimum risk-based capital requirements. This buffer must consist solely of Tier 1 Common Equity, but the buffer applies to all three risk-based measurements (CET1, Tier 1 capital and total capital), resulting in the following effective minimum capital plus capital conservation buffer ratios: (i) a CET1 capital ratio of 7.0%, (ii) a Tier 1 risk-based capital ratio of 8.5%, and (iii) a total risk-based capital ratio of 10.5%.
The Bank is also subject to the regulatory framework for prompt corrective action, which identifies five capital categories for insured depository institutions (well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized) and is based on specified thresholds for each of the three risk-based regulatory capital ratios (CET1, Tier 1 capital and total capital) and for the leverage ratio.
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The federal banking agencies revised their regulatory capital rules to (i) address the implementation of CECL; (ii) provide an optional three-year phase-in period for the adverse regulatory capital effects that banking organizations are expected to experience upon adopting CECL; and (iii) require the use of CECL in stress tests beginning with the 2020 capital planning and stress testing cycle for certain banking organizations that are subject to stress testing. CECL became effective for us on January 1, 2020 and the Company applied the provisions of the standard using the modified retrospective method as a cumulative-effect adjustment to retained earnings. Related to the implementation of ASU 2016-13, we recorded additional allowance for credit losses for loans of $54.4 million, deferred tax assets of $12.6 million, an additional reserve for unfunded commitments of $6.4 million and an adjustment to retained earnings of $44.8 million. Instead of recognizing the effects on regulatory capital from ASU 2016-13 at adoption, the Company initially elected the option for recognizing the adoption date effects on the Company’s regulatory capital calculations over a three-year phase-in.
In 2020, in response to the COVID-19 pandemic, the federal banking agencies issued a final rule for additional transitional relief to regulatory capital related to the impact of the adoption of CECL. The final rule provides banking organizations that adopt CECL in the 2020 calendar year with the option to delay for two years the estimated impact of CECL on regulatory capital, followed by the aforementioned three-year transition period to phase out the aggregate amount of benefit during the initial two-year delay for a total five-year transition. The estimated impact of CECL on regulatory capital (modified CECL transitional amount) is calculated as the sum of the impact on retained earnings upon adoption of CECL (CECL transitional amount) and the calculated change in the ACL relative to the ACL upon adoption of CECL multiplied by a scaling factor of 25%. The scaling factor is used to approximate the difference in the ACL under CECL relative to the incurred loss methodology. The modified CECL transitional amount will be calculated each quarter for the first two years of the five-year transition. The amount of the modified CECL transition amount will be fixed as of December 31, 2021, and that amount will be subject to the three-year phase-out. The Company chose the five-year transition method and is deferring the recognition of the effects from the adoption date and the change in the ACL relative to the ACL on adoption date for the first two years of application.
Table 26—Capital Adequacy Ratios
The following table presents our consolidated capital ratios under the applicable capital rules:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | | December 31, | |||||
| (In percent) | 2021 | 2020 | 2019 | ||||
| Common equity Tier 1 risk-based capital | | 11.75 | % | 11.77 | % | 11.30 | % |
| Tier 1 risk‑based capital | 11.75 | % | 11.77 | % | 12.25 | % | |
| Total risk‑based capital | 13.56 | % | 14.24 | % | 12.78 | % | |
| Tier 1 leverage | 8.05 | % | 8.27 | % | 9.73 | % |
The Tier 1 leverage ratio and the total risk-based capital ratio both decreased compared to the ratios at December 31, 2020. The Common equity Tier 1 risk-based capital ratio and the Tier 1 risk-based capital ratio both stayed relatively flat in 2021 as they only declined 2 basis points. The Tier 1 leverage ratio decreased from 2020 as tier 1 capital (excluding the change in AOCI) increased by $191.5 million or 6.4%, while total average eligible assets increased $3.4 billion, or 9.3%. The Tier 1 leverage ratio declined as the percentage increase in Tier 1 risk-based capital was less than the percentage increase in the average assets for regulatory capital purposes. The increase in average assets was mainly due to an increase in cash and cash equivalents and investments from December 31, 2020 with deposits growing as the federal government has pushed funds into the market through stimulus programs, in addition to consumers remaining conservative in their spending habits. The lower percentage increase in Tier 1 risk-based capital was mainly due to the Company repurchasing 1,817,941 common shares for $146.4 million through its stock repurchase plan in 2021. The total risk-based capital ratio decreased in 2021 as total risk-weighted assets increased $1.7 billion or 6.5% while total risk-based capital (excluding the change in accumulated other comprehensive income, or AOCI) grew by $50.6 million or 1.4%. The decrease in the total risk-based capital ratio at the Company was due to the percentage increase in total risk-based capital being less than the percentage increase in total risk-based assets. The reason for the lower percentage increase in the total risk-based capital at the Company was due the redemption of $25.0 million in subordinated debt and $38.5 million in trust preferred securities during the second quarter of 2021 that was included in total risked-based capital along with the amount of allowance for credit losses eligible for capital purposes declining $77.3 million with the releases of provision in 2021. The lower percentage increase in Tier 1 risk-based capital was also due to the Company repurchasing 1,817,941 common shares for $146.4 million through its stock repurchase plan in 2021. The Common equity Tier 1 risk-based capital ratio and the Tier 1 risk-based capital ratio both stayed relatively flat in 2021 as they only declined 2 basis points as the percentage change in Tier 1 risk-based capital and the percentage change in total risk-based asset were approximately the same in 2021 compared to 2020. Our capital ratios are currently
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well in excess of the minimum standards and continue to be in the “well capitalized” regulatory classification.
The Company pays cash dividends to shareholders from its assets, which are mainly provided by dividends from its banking subsidiary. However, certain restrictions exist regarding the ability of its subsidiary to transfer funds to the Company in the form of cash dividends, loans or advances. The approval of the OCC is required if the total of all dividends declared by the Bank in any calendar year exceeds the total of its net profits for that year combined with its retained net profits for the preceding two years, less any required transfers to surplus. The federal banking agencies have issued policy statements which provide that bank holding companies and insured banks should generally pay dividends only out of current earnings.
During 2021, the Bank paid dividends to SouthState totaling $200.0 million. The Bank was not required to get approval of the OCC to pay these dividends. We used these funds and excess cash to pay our dividend to shareholders of $135.3 million, repurchase shares of our common stock on the open market totaling $146.4 million and redeem $63.5 million in trust preferred securities and subordinated debentures. During first quarter of 2020, the Bank paid special dividends to the Company totaling $24.7 million for which SCBFI approval was not required. These funds were used to repurchase Company stock on the open market totaling $24.7 million during the first quarter of 2020. The Bank also paid a special dividend of $33.0 million during the first quarter of 2020 to provide the Company with more general operating liquidity during the COVID-19 pandemic. During 2019, the Bank paid special dividends to the Company totaling $157.0 million for which SCBFI approval was required. The Bank received approval from the SCBFI in June 2019 to pay an additional $60.0 million above current year net income in dividends to the Company. These funds were used to repurchase Company stock on the open market totaling $156.9 million during 2019.
The following table provides the amount of dividends and payout ratios for the years ended December 31:
Table 27—Dividends Paid to Common Shareholders
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, | ||||||||
| (Dollars in thousands) | 2021 | 2020 | 2019 | |||||||
| Dividend payments to common shareholders | | $ | 135,201 | | $ | 98,256 | | $ | 57,696 | |
| Dividend payout ratios | | 28.43 | % | 81.45 | % | 30.94 | % |
We retain earnings to have capital sufficient to grow our loan and investment portfolios and to support certain acquisitions or other business expansion opportunities. The dividend payout ratio is calculated by dividing dividends paid during the year by net income for the year.
Liquidity
Liquidity refers to our ability to generate sufficient cash to meet our financial obligations, which arise primarily from the withdrawal of deposits, extension of credit and payment of operating expenses. Liquidity risk is the risk that the Bank’s financial condition or overall safety and soundness is adversely affected by an inability (or perceived inability) to meet its obligations. Our Asset Liability Management Committee (“ALCO”) is charged with the responsibility of monitoring policies that are designed to ensure acceptable composition of our asset/liability mix. Two critical areas of focus for ALCO are interest rate sensitivity and liquidity risk management. We have employed our funds in a manner to provide liquidity from both assets and liabilities sufficient to meet our cash needs.
Asset liquidity is maintained by the maturity structure of loans, investment securities and other short term investments. Management has policies and procedures governing the length of time to maturity on loans and investments. As reported in Table 7, less than one percent of the investment portfolio contractually matures in one year or less. This segment of the portfolio consists mostly of municipal obligations along with some paydowns of mortgage-backed securities. There is also an additional amount of securities that could be called or prepaid, as well as expected monthly paydowns of mortgage backed securities. Normally, changes in the earning asset mix are of a longer term nature and are not utilized for day to day corporate liquidity needs.
Our liabilities provide liquidity on a day to day basis. Daily liquidity needs are met from deposit levels or from our use of federal funds purchased, securities sold under agreements to repurchase, interest-bearing deposits at other banks and other short term borrowings. We engage in routine activities to retain deposits intended to enhance our liquidity position. These routine activities include various measures, such as the following:
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Emphasizing relationship banking to new and existing customers, where borrowers are encouraged and normally expected to maintain deposit accounts with our Bank; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Pricing deposits, including certificates of deposit, at rate levels that will attract and /or retain balances of deposits that will enhance our Bank’s asset/liability management and net interest margin requirements; and |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Continually working to identify and introduce new products that will attract customers or enhance our Bank’s appeal as a primary provider of financial services. |
Our non-acquired loan portfolio increased by approximately $3.8 billion, or approximately 30.6%, compared to the balance at December 31, 2020. The non-acquired loan balance includes $228.9 million PPP loans outstanding at December 31, 2021. Excluding PPP loans, the non-acquired loan portfolio increased by $4.5 billion, or 39.6% from December 31, 2020. The increase in the non-acquired loan portfolio was due to organic growth and renewals of acquired loans that are moved to our non-acquired loan portfolio. The acquired loan portfolio decreased by $4.5 billion, or 36.3%, from the balance at December 31, 2020. This decrease was through principal paydowns, charge-offs, foreclosures and renewals of acquired loans that moved into our non-acquired loan portfolio.
Our investment securities portfolio increased $2.7 billion, or 61.3% compared to the balance at December 31, 2020. The increase in investment securities from December 31, 2020 was a result of the Company strategically investing its excess funds from continued deposit growth. During 2021, we purchased $3.9 billion of securities, $975.3 million classified as held to maturity and $2.9 billion classified as available for sale. These increases were partially offset by maturities, calls, sales and paydowns of investment securities totaling $1.1 billion. Net amortization of premiums were $38.0 million in 2021. Total cash and cash equivalents were $6.8 billion at December 31, 2021, compared to $4.6 billion at December 31, 2020. The growth in cash and cash equivalents and investment securities was driven by the $4.4 billion increase in deposits during 2021.
At December 31, 2021 and December 31, 2020, we had $325.0 million and $600.0 million of traditional, out–of-market brokered deposits. At December 31, 2021 and December 31, 2020, we had $900.1 million and $611.1 million, respectively, of reciprocal brokered deposits. Total deposits were $35.1 billion at December 31, 2021, an increase of $4.4 billion from $30.7 billion at December 31, 2020. Our deposit growth since December 31, 2020 included an increase in interest-bearing transaction accounts of $2.1 billion, an increase in demand deposit accounts of $1.8 billion, and an increase in savings and money market accounts of $1.4 billion partially offset by a decline in certificates of deposit of $938.5 million. Total short-term borrowings at December 31, 2021 were $781.2 million consisting of $381.2 million in federal funds purchased and $400.0 million in securities sold under agreements to repurchase. Corporate and subordinated debentures decreased approximately $63.1 million in 2021 as the Company redeemed $38.5 million in trust preferred securities and $25.0 million in subordinated debentures, in addition to the repayment of $11.0 million of subordinated notes that matured during the second quarter of 2021. With the redemption of the trust preferred securities, the remaining fair value mark on these borrowings of $11.7 was written off as an extinguishment of debt cost. To the extent that we employ other types of non-deposit funding sources, typically to accommodate retail and correspondent customers, we continue to take in shorter maturities of such funds. Our current approach may provide an opportunity to sustain a low funding rate or possibly lower our cost of funds but could also increase our cost of funds if interest rates rise.
Through the operations of our Bank, we have made contractual commitments to extend credit in the ordinary course of our business activities. These commitments are legally binding agreements to lend money to our customers at predetermined interest rates for a specified period of time. We manage the credit risk on these commitments by subjecting them to normal underwriting and risk management processes. We believe that we have adequate sources of liquidity to fund commitments that are drawn upon by the borrowers. In addition to commitments to extend credit, we also issue standby letters of credit, which are assurances to third parties that they will not suffer a loss if our customer fails to meet its contractual obligation to the third-party. Although our past experience indicates that many of these standby letters of credit will expire unused, through our various sources of liquidity, we believe that we will have the necessary resources to meet these obligations should the need arise.
Our ongoing philosophy is to remain in a liquid position as reflected by such indicators as the composition of our earning assets, typically including some level of reverse repurchase agreements, federal funds sold, balances at the Federal Reserve Bank, and/or other short-term investments; asset quality; well-capitalized position; and profitable operating results. Cyclical and other economic trends and conditions can disrupt our desired liquidity position at any time. We expect that these conditions would generally be of a short-term nature. Under such circumstances, we expect
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our reverse repurchase agreements and federal funds sold positions, or balances at the Federal Reserve Bank, if any, to serve as the primary source of immediate liquidity. At December 31, 2021, we had total federal funds credit lines of $300.0 million with no outstanding advances. If we needed additional liquidity, we would turn to short-term borrowings as an alternative immediate funding source and would consider other appropriate actions such as promotions to increase core deposits or the use of the brokered deposit markets. At December 31, 2021, we had $981.1 million of credit available at the Federal Reserve Bank’s discount window, but had no outstanding advances as of the end of 2021. In addition, we could draw on additional alternative immediate funding sources from lines of credit extended to us from our correspondent banks and/or the FHLB. At December 31, 2021, we had a total FHLB credit facility of $2.8 billion with $12.1 million in outstanding FHLB letters of credit to secure certain public funds deposits, leaving $2.8 billion in availability on the FHLB credit facility. We have a $100.0 million unsecured line of credit with U.S. Bank National Association with no outstanding advances. We believe that our liquidity position continues to be adequate and readily available.
Our contingency funding plan describes several potential stages based on stressed liquidity levels. Liquidity key risk indicators are reported to the Board of Directors on a quarterly basis. During 2021, we conducted contingency funding plan stress tests on a quarterly basis. We maintain various wholesale sources of funding. If our deposit retention efforts were to be unsuccessful, we would utilize these alternative sources of funding. Under such circumstances, depending on the external source of funds, our interest cost would vary based on the range of interest rates charged. This could increase our cost of funds, impacting our net interest margin and net interest spread.
Asset-Liability Management and Market Risk Sensitivity
Our earnings and the economic value of equity vary in relation to the behavior of interest rates and the accompanying fluctuations in market prices of certain of our financial instruments. We define interest rate risk as the risk to earnings and equity arising from the behavior of interest rates. These behaviors include increases and decreases in interest rates as well as continuation of the current interest rate environment.
Our interest rate risk principally consists of reprice, option, basis, and yield curve risk. Reprice risk results from differences in the maturity or repricing characteristics of asset and liability portfolios. Option risk arises from embedded options in the investment and loan portfolios such as investment securities calls and loan prepayment options. Option risk also exists since deposit customers may withdraw funds at their discretion in response to general market conditions, competitive alternatives to existing accounts or other factors. The exercise of such options may result in higher costs or lower revenue. Basis risk refers to the potential for changes in the underlying relationship between market rates or indices, which subsequently result in narrowing spreads on interest-earning assets and interest-bearing liabilities. Basis risk also exists in administered rate liabilities, such as interest-bearing checking accounts, savings accounts, and money market accounts where the price sensitivity of such products may vary relative to general markets rates. Yield curve risk adverse consequences of nonparallel shifts in the yield curves of various market indices that impact our assets and liabilities.
We use simulation analysis as a primary method to assess earnings at risk and equity at risk due to assumed changes in interest rates. Management uses the results of its various simulation analyses in combination with other data and observations to formulate strategies designed to maintain interest rate risk within risk tolerances.
Simulation analysis involves the use of several assumptions including, but not limited to, the timing of cash flows such as the terms of contractual agreements, investment security calls, loan prepayment speeds, deposit attrition rates, the interest rate sensitivity of loans and deposits relative to general market rates, and the behavior of interest rates and spreads. Equity at risk simulation uses assumptions regarding discount rates that value cash flows. Simulation analysis is highly dependent on model assumptions that may vary from actual outcomes. Key simulation assumptions are subject to stress testing to assess the impact of assumption changes on earnings at risk and equity at risk. Model assumptions are reviewed by our Assumptions Committee.
Earnings at risk is defined as the percentage change in net interest income due to assumed changes in interest rates. Earnings at risk is generally used to assess interest rate risk over relatively short time horizons.
Equity at risk is defined as the percentage change in the net economic value of assets and liabilities due to changes in interest rates compared to a base net economic value. The discounted present value of all cash flows
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represents our economic value of equity. Equity at risk is generally considered a measure of the long-term interest rate exposures of the balance sheet at a point in time.
The earnings simulation models take into account our contractual agreements with regard to investments, loans, deposits, borrowings, and derivatives as well as a number of behavioral assumptions applied to certain assets and liabilities.
Mortgage banking derivatives used in the ordinary course of business consist of forward sales contracts and interest rate lock commitments on residential mortgage loans. These derivatives involve underlying items, such as interest rates, and are designed to mitigate risk. Derivatives are also used to hedge mortgage servicing rights. For additional information see Note 28—Derivative Financial Instruments in the consolidated financial statements.
From time to time, we execute interest rate swaps to hedge some of our interest rate risks. Under these arrangements, the Company enters into a variable rate loan with a client in addition to a swap agreement. The swap agreement effectively converts the client’s variable rate loan into a fixed rate loan. The Company then enters into a matching swap agreement with a third-party dealer to offset its exposure on the customer swap. The Company may also execute interest rate swap agreements that are not specific to client loans. As of December 31, 2021, the Company did not have such agreements. For additional information on these derivatives refer to Note 28—Derivative Financial Instruments in the consolidated financial statements.
Our interest rate risk key indicators are applied to a static balance sheet using forward rates from the Moody’s Baseline Scenario. This Base Case Scenario assumes the maturity composition of asset and liability rollover volumes is modeled to approximately replicate current consolidated balance sheet characteristics throughout the simulation. These treatments are consistent with the Company’s goal of assessing current interest rate risk embedded in its current balance sheet. The Base Case Scenario assumes that maturing or repricing assets and liabilities are replaced at current market prices consistent with maintaining a stable balance sheet. Key rate drivers are used to price assets and liabilities with sensitivity assumptions used to price non-maturity deposits. The sensitivity assumptions for the pricing of non-maturity deposits are subjected to stress testing no less frequently than on an annual basis.
Interest rate shocks are applied to the Base Case on an instantaneous basis. The range of interest rate shocks will include upward and downward movements of rates through 400 basis points in 100 basis point increments. At times, market conditions may result in assumed rate movements that will be deemphasized. For example, during a period of ultra-low interest rates, certain downward rate shocks may be impractical. The Model simulation results produced from the Base Case Scenario and related instantaneous shocks for changes in net interest income and instantaneous rate shocks for changes in the economic value of equity are referred to as the Core Scenario Analysis and constitute the policy key risk indicators for interest rate risk when compared to risk tolerances.
As of December 31, 2021, the earnings simulations indicated that the impact of an instantaneous 100 basis point increase / decrease in rates would result in an estimated 9.41% increase (up 100) and 7.58% decrease (down 100) in net interest income.
We use Economic Value of Equity (“EVE”) analysis as an indicator of the extent to which the present value of our capital could change, given potential changes in interest rates. This measure also assumes a static balance sheet (Base Case Scenario) with rate shocks applied as described above. At December 31, 2021, the percentage change in EVE due to a 100 basis point increase or decrease in interest rates was 3.61% and (4.12)%, respectively. The percentage change in EVE due to a 200 basis point increase in interest rates was 6.37%.
Simulation analysis involves the use of several assumptions including, but not limited to, the timing of cash flows such as investment security calls, loan prepayment speeds, deposit attrition rates, the interest rate sensitivity of loans and deposits relative to general market rates, and the behavior of interest rates and spreads. Furthermore, equity at risk simulation uses assumptions regarding discount rates that value cash flows. Simulation analysis is highly dependent on model assumptions that may vary from actual outcomes. For example, higher levels of interest rate sensitivity of deposits to upward movements in interest rates may adversely impact net interest income. Additionally, slower prepayment speeds of loans may adversely impact the economic value of equity in a rising interest rate environment. Key simulation assumptions are subject to stress testing to assess the impact of assumption changes on earnings at risk and equity at risk.
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The analysis provided below assumes the base case the Moody’s Baseline forecast as described above. Parallel and sustained interest rate shocks are applied over a one-year time horizon on an instantaneous and ramped basis. Instantaneous shocks assume immediate, sustained interest rate shocks, whereas ramped shocks distribute the assumed change in rates attributable to the shock evenly across the one-year time horizon. This analysis is applied to a static balance sheet that assumes maturing or repricing assets and liabilities are replaced at current market prices and volumes consistent with maintaining a stable balance sheet, with the exception of PPP loans that are not assumed to be replaced. The downward rate shock is subject to product floors and a zero-interest rate.
Table 28—Rate Shock Analysis – Net Interest Income and Economic Value of Equity
| | | | | |
|---|---|---|---|---|
| Percentage Change in Net Interest Income over One Year | ||||
| | | December 31, 2021 | ||
| Interest Rate Shock Increment | | Instantaneous Shock | | Ramped Shock |
| Up 100 basis points | | 9.41% | | 5.68% |
| Up 200 basis points | | 18.71% | | 11.15% |
| Down 100 basis points | | (7.58)% | | (5.85)% |
| | | |
|---|---|---|
| Percentage Change in Economic Value of Equity | ||
| Shock | | December 31, 2021 |
| Up 100 basis points | | 3.61% |
| Up 200 basis points | | 6.37% |
| Down 100 basis points | | (4.12)% |
LIBOR Transition
In July 2017, the Financial Conduct Authority (FCA), which regulates LIBOR, announced that it intends to stop
persuading or compelling banks to submit rates for the calculation of LIBOR at the end of 2021. On March 5, 2021, the FCA confirmed that all LIBOR settings will either cease to be provided by any administrator or no longer be representative immediately after December 31, 2021 for the one-week and two-month US dollar settings and immediately after June 30, 2023 for all remaining US dollar settings.
The Alternative Reference Rates Committee has proposed Secured Overnight Financing Rate (“SOFR”) as its preferred rate as an alternative to LIBOR and has proposed a paced market transition plan to SOFR from LIBOR. Organizations are currently working on industry-wide and company-specific transition plans related to derivatives and cash markets exposed to LIBOR. As noted within Part I - Item 1A. Risk Factors of the this Form 10-K for the year ended 2021, we hold instruments that may be impacted by the discontinuance of LIBOR including floating rate obligations, loans, deposits, derivatives and hedges, and other financial instruments but is not able to currently predict the associated financial impact of the transition to an alternative reference rate.
We have established a cross-functional LIBOR transition working group that has 1) assessed the Company's current exposure to LIBOR indexed instruments and the data, systems and processes that will be impacted; 2) established a detailed implementation plan; and 3) developed a formal governance structure for the transition. The Company is in the process of developing and implementing various proactive steps to facilitate the transition on behalf of customers, which include:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The adoption and ongoing implementation of fallback provisions that provide for the determination of replacement rates for LIBOR-linked financial products. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The adoption of new products linked to alternative reference rates, such as adjustable-rate mortgages, consistent with guidance provided by the U.S. regulators, the Alternative Reference Rates Committee, and GSEs. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The selection of SOFR indices as the replacement indices, and successful completion of systems testing using the SOFR replacement indices. |
The Company discontinued quoting LIBOR on September 30, 2021 and discontinued originating new products linked to LIBOR on December 31, 2021.
The Company continues to evaluate its financial and operational infrastructure in its effort to transition all financial and strategic processes, systems, and models to reference rates other than LIBOR. The Company is in the
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process of developing and implementing processes to educate client-facing associates and coordinate communications with customers regarding the transition.
As of December 31, 2021, the Company had the following exposures to LIBOR:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Approximately $6.9 billion of total outstanding loans reference LIBOR. Of this amount, $6.3 billion have maturities occurring after the LIBOR discontinuation date of June 30, 2023. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Approximately $20.8 billion in interest rate swaps that are indexed to LIBOR with a gross positive fair value of $408.8 million and a gross negative fair value of $410.1 million. However, the interest rate swaps associated with this program do not meet the strict hedge accounting requirements. Therefore, the transition to LIBOR will have no hedge accounting impact as changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings. Moreover, the exposure of both sides of these swaps are presented in these figures. These exposures are intended to offset each other. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Trust preferred securities that reference LIBOR and had a total principal balance of $118.6 million. These securities have maturities ranging from October 7, 2033 through March 14, 2037. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Subordinated debt that references LIBOR that had a principal balance of $13 million. This debt matures June 30, 2027 and has an initial call date of June 30, 2022. |
Asset Credit Risk and Concentrations
The quality of our interest-earning assets is maintained through our management of certain concentrations of credit risk. We review each individual earning asset including investment securities and loans for credit risk. To facilitate this review, we have established credit and investment policies that include credit limits, documentation, periodic examination, and follow-up. In addition, we examine these portfolios for exposure to concentration in any one industry, government agency, or geographic location.
Loan and Deposit Concentration
We have no material concentration of deposits from any single customer or group of customers. We have no significant portion of our loans concentrated within a single industry or group of related industries. Furthermore, we attempt to avoid making loans that, in an aggregate amount, exceed 10% of total loans to a multiple number of borrowers engaged in similar business activities. At December 31, 2021 and 2020, there were no aggregated loan concentrations of this type. We do not believe there are any material seasonal factors that would have a material adverse effect on us. We do not have material foreign loans or deposits.
Concentration of Credit Risk
Each category of earning assets has a certain degree of credit risk. We use various techniques to measure credit risk. Credit risk in the investment portfolio can be measured through bond ratings published by independent agencies. In the investment securities portfolio, the investments consist of U.S. government-sponsored entity securities, tax-free securities, or other securities having ratings of “AAA” to “Not Rated”. All securities, with the exception of those that are not rated, were rated by at least one of the nationally recognized statistical rating organizations. The credit risk of the loan portfolio can be measured by historical experience. We maintain our loan portfolio in accordance with credit policies that we have established. Although the subsidiary has a diversified loan portfolio, a substantial portion of their borrowers’ abilities to honor their contracts is dependent upon economic conditions within our geographic footprint and the surrounding regions.
We consider concentrations of credit to exist when, pursuant to regulatory guidelines, the amounts loaned to a multiple number of borrowers engaged in similar business activities which would cause them to be similarly impacted by general economic conditions represents 25% of Tier 1 capital plus regulatory adjusted allowance for credit losses of the Company, or $860.6 million at December 31, 2021. Based on this criteria, we had seven such credit concentrations at December 31, 2021, including loans on hotels and motels of $892.6 million, loans to lessors of nonresidential buildings (except mini-warehouses) of $4.7 billion, loans secured by owner occupied office buildings (including medical office buildings) of $1.8 billion, loans secured by owner occupied nonresidential buildings (excluding office buildings) of $1.7 billion, loans to lessors of residential buildings (investment properties and multi-family) of $1.3 billion, loans secured by
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1st mortgage 1-4 family owner occupied residential property (including condos and home equity lines) of $4.1 billion and loans secured by jumbo (original loans greater than $548,250) 1st mortgage 1-4 family owner occupied residential property of $1.6 billion. The risk for these loans and for all loans is managed collectively through the use of credit underwriting practices developed and updated over time. The loss estimate for these loans is determined using our standard ACL methodology.
With some financial institutions adopting CECL in the first quarter of 2020, banking regulators established new guidelines for calculating credit concentrations. Banking regulators set the guidelines for construction, land development and other land loans to total less than 100% of total Tier 1 capital less modified CECL transitional amount plus ACL (CDL concentration ratio) and for total commercial real estate loans (construction, land development and other land loans along with other non-owner occupied commercial real estate and multifamily loans) to total less than 300% of total Tier 1 capital less modified CECL transitional amount plus ACL (CRE concentration ratio). Both ratios are calculated by dividing certain types of loan balances for each of the two categories by the Bank’s total Tier 1 capital less modified CECL transitional amount plus ACL. At December 31, 2021, the Bank’s CDL concentration ratio was 55.2% and its CRE concentration ratio was 238.5%. At December 31, 2020, the Bank’s CDL concentration ratio was 54.1% and its CRE concentration ratio was 229.5%. As of December 31, 2021 and 2020, the Bank was below the established regulatory guidelines. When a bank’s ratios are in excess of one or both of these loan concentration ratios guidelines, banking regulators generally require an increased level of monitoring in these lending areas by bank Management. Therefore, we monitor these two ratios as part of our concentration management processes.
Effect of Inflation and Changing Prices
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, which require the measure of financial position and results of operations in terms of historical dollars, without consideration of changes in the relative purchasing power over time due to inflation. Unlike most other industries, the majority of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates generally have a more significant effect on a financial institution’s performance than does the effect of inflation. Interest rates do not necessarily change in the same magnitude as the prices of goods and services.
While the effect of inflation on banks is normally not as significant as is its influence on those businesses which have large investments in plant and inventories, it does have an effect. During periods of high inflation, there are normally corresponding increases in money supply, and banks will normally experience above average growth in assets, loans and deposits. Also, general increases in the prices of goods and services will result in increased operating expenses. Inflation also affects our bank’s customers and may result in an indirect effect on our bank’s business.
Contractual Obligations
The following table presents payment schedules for certain of our contractual obligations as of December 31, 2021. Long-term debt obligations totaling $327.1 million include trust preferred junior subordinated debt and corporate subordinated debt. Operating and finance lease obligations of $140.1 million and $3.2 million, respectively, pertain to banking facilities. Certain lease agreements include payment of property taxes and insurance and contain various renewal options. Additional information regarding leases is contained in Note 21 of the audited consolidated financial statements.
Table 29—Obligations
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | Less Than | | 1 to 3 | | 3 to 5 | | More Than | |||||
| (Dollars in thousands) | Total | 1 Year | Years | Years | 5 Years | |||||||||||
| Long‑term debt obligations* | | $ | 327,066 | | $ | — | | $ | — | | $ | — | | $ | 327,066 | |
| Short-term debt obligations* | | | — | | | — | | | — | | | — | | | — | |
| Finance lease obligations | | | 3,212 | | | 483 | | | 1,001 | | | 1,022 | | | 706 | |
| Operating lease obligations | | 140,112 | | 15,215 | | 27,850 | | 23,400 | | 73,647 | | |||||
| Total | | $ | 470,390 | | $ | 15,698 | | $ | 28,851 | | $ | 24,422 | | $ | 401,419 | |
* Represents principal maturities.
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