Maryland
|
|
20-0154352
|
(State
or other jurisdiction
|
|
(I.R.S.
Employer
|
of
incorporation or organization)
|
|
Identification
No.)
|
1525 Pointer Ridge Place
|
|
|
Bowie, Maryland
|
|
20716
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☒
|
Non-accelerated
filer
|
☐ (Do not check if a smaller reporting
company)
|
Smaller reporting company
|
☐
|
|
|
Emerging
growth company
|
☐
|
|
|
|
||||
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Page
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||||
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|
Number
|
||||
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|
|
||||
PART I.
|
FINANCIAL
INFORMATION
|
3
|
||||
|
|
|
||||
Item
1.
|
Financial
Statements
|
|
||||
|
|
|
||||
|
Consolidated
Balance Sheets as of September30, 2017 (Unaudited) and
December 31, 2016
|
3
|
||||
|
|
|
||||
|
Consolidated
Statements of Income (Unaudited) for the Three and Nine Months
Ended September 30, 2017 and 2016
|
4
|
||||
|
|
|
||||
|
Consolidated
Statements of Comprehensive Income (Unaudited) for the Three and
Nine Months Ended September 30, 2017 and 2016
|
5
|
||||
|
|
|
||||
|
Consolidated
Statements of Changes in Stockholders’ Equity (Unaudited) for
the Nine Months Ended September 30, 2017
|
6
|
||||
|
|
|
||||
|
Consolidated
Statements of Cash Flows (Unaudited) for the Nine Months Ended
September 30, 2017 and 2016
|
7
|
||||
|
|
|
||||
|
Notes
to Consolidated Financial Statements (Unaudited)
|
9
|
||||
|
|
|
||||
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
37
|
||||
|
|
|
||||
Item
3.
|
Quantitative and
Qualitative Disclosures about Market Risk
|
67
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||||
|
|
|
||||
Item
4.
|
Controls and
Procedures
|
68
|
||||
|
|
|
||||
PART II.
|
|
|
||||
|
|
|
||||
Item
1.
|
Legal
Proceedings
|
69
|
||||
|
|
|
||||
Item
1A.
|
Risk
Factors
|
69
|
||||
|
|
|
||||
Item
2.
|
Unregistered Sales
of Equity Securities and Use of Proceeds
|
69
|
||||
|
|
|
||||
Item
3.
|
Defaults Upon
Senior Securities
|
69
|
||||
|
|
|
||||
Item
4.
|
Mine
Safety Disclosures
|
69
|
||||
|
|
|
||||
Item
5.
|
Other
Information
|
69
|
||||
|
|
|
||||
Item
6.
|
Exhibits
|
70
|
||||
|
|
|
||||
Signatures
|
|
71
|
|
September 30,
|
December 31,
|
|
2017
|
2016
|
|
(Unaudited)
|
|
Assets
|
||
Cash
and due from banks
|
$33,063,210
|
$22,062,912
|
Interest
bearing accounts
|
1,017,257
|
1,151,917
|
Federal
funds sold
|
383,737
|
248,342
|
Total
cash and cash equivalents
|
34,464,204
|
23,463,171
|
Investment
securities available for sale-at fair value
|
213,664,343
|
199,505,204
|
Loans held for sale, fair value of
$2,877,937 and
$8,707,516
|
2,729,060
|
8,418,435
|
Loans held for investment (net of allowance for
loan losses of $5,816,187 and
$6,195,469, respectively)
|
1,666,505,168
|
1,361,175,206
|
Equity
securities at cost
|
7,277,746
|
8,303,347
|
Premises
and equipment
|
42,074,857
|
36,744,704
|
Accrued
interest receivable
|
4,946,823
|
4,278,229
|
Deferred
income taxes
|
7,774,629
|
9,578,350
|
Bank
owned life insurance
|
41,360,871
|
37,557,566
|
Other
real estate owned
|
2,003,998
|
2,746,000
|
Goodwill
|
25,083,675
|
9,786,357
|
Core
deposit intangible
|
6,615,238
|
3,520,421
|
Other
assets
|
6,738,434
|
3,942,640
|
Total
assets
|
$2,061,239,046
|
$1,709,019,630
|
|
|
|
Liabilities and Stockholders’ Equity
|
||
Deposits
|
|
|
Non-interest
bearing
|
$436,645,881
|
$331,331,263
|
Interest
bearing
|
1,217,988,749
|
994,549,269
|
Total
deposits
|
1,654,634,630
|
1,325,880,532
|
Short
term borrowings
|
152,179,112
|
183,433,892
|
Long
term borrowings
|
38,040,618
|
37,842,567
|
Accrued
interest payable
|
867,884
|
1,269,356
|
Supplemental
executive retirement plan
|
5,823,391
|
5,613,799
|
Income
taxes payable
|
864,260
|
18,706
|
Other
liabilities
|
5,489,031
|
4,293,993
|
Total
liabilities
|
1,857,898,926
|
1,558,352,845
|
Stockholders’
equity
|
|
|
Common stock, par value $0.01 per share;
25,000,000 shares authorized; 12,467,518 and 10,910,915 shares issued and outstanding in
2017 and 2016, respectively
|
124,675
|
109,109
|
Additional
paid-in capital
|
148,351,881
|
106,692,958
|
Retained
earnings
|
56,198,108
|
48,842,026
|
Accumulated
other comprehensive loss
|
(1,334,544)
|
(4,977,308)
|
Total
Old Line Bancshares, Inc. stockholders’
equity
|
203,340,120
|
150,666,785
|
Total
liabilities and stockholders’ equity
|
$2,061,239,046
|
$1,709,019,630
|
|
Three Months Ended
|
Nine Months Ended
|
||
|
September 30,
|
September 30,
|
||
|
2017
|
2016
|
2017
|
2016
|
Interest Income
|
|
|
|
|
Loans,
including fees
|
$18,022,324
|
$14,191,639
|
$49,153,228
|
$40,811,462
|
U.S.
treasury securities
|
6,859
|
5,032
|
18,772
|
13,806
|
U.S.
government agency securities
|
78,713
|
23,139
|
194,549
|
234,557
|
Corporate
bonds
|
189,274
|
42,188
|
428,153
|
42,188
|
Mortgage
backed securities
|
548,779
|
562,518
|
1,657,619
|
1,569,968
|
Municipal
securities
|
455,227
|
418,026
|
1,301,582
|
1,149,058
|
Federal
funds sold
|
3,797
|
411
|
5,381
|
1,912
|
Other
|
186,829
|
95,584
|
421,623
|
287,651
|
Total
interest income
|
19,491,802
|
15,338,537
|
53,180,907
|
44,110,602
|
Interest expense
|
|
|
|
|
Deposits
|
1,926,590
|
1,421,842
|
5,174,640
|
4,001,653
|
Borrowed
funds
|
1,092,736
|
577,709
|
3,119,757
|
1,181,980
|
Total
interest expense
|
3,019,326
|
1,999,551
|
8,294,397
|
5,183,633
|
Net
interest income
|
16,472,476
|
13,338,986
|
44,886,510
|
38,926,969
|
Provision for loan losses
|
135,701
|
305,931
|
855,108
|
1,384,542
|
Net
interest income after provision for loan losses
|
16,336,775
|
13,033,055
|
44,031,402
|
37,542,427
|
Non-interest income
|
|
|
|
|
Service
charges on deposit accounts
|
542,909
|
445,901
|
1,389,340
|
1,290,736
|
Gain
on sales or calls of investment securities
|
—
|
326,021
|
35,258
|
1,226,233
|
Earnings
on bank owned life insurance
|
297,656
|
284,982
|
861,112
|
849,525
|
Gain/(loss)
on disposal of assets
|
7,469
|
(49,957)
|
120,063
|
(27,173)
|
Gain
on sale of loans
|
—
|
—
|
94,714
|
—
|
Rental
Income
|
188,505
|
168,589
|
498,961
|
585,724
|
Income
on marketable loans
|
482,641
|
782,510
|
1,840,218
|
1,746,678
|
Other
fees and commissions
|
632,191
|
179,802
|
1,162,058
|
1,013,461
|
Total
non-interest income
|
2,151,371
|
2,137,848
|
6,001,724
|
6,685,184
|
Non-interest expense
|
|
|
|
|
Salaries
and benefits
|
5,365,890
|
4,812,949
|
15,284,057
|
15,268,644
|
Severence
expense
|
—
|
49,762
|
—
|
443,257
|
Occupancy
and equipment
|
1,828,593
|
1,907,090
|
5,137,273
|
5,279,134
|
Data
processing
|
443,453
|
384,382
|
1,161,647
|
1,165,862
|
FDIC
insurance and State of Maryland assessments
|
281,587
|
286,047
|
799,700
|
806,960
|
Merger
and integration
|
3,985,514
|
—
|
3,985,514
|
661,018
|
Core
deposit premium amortization
|
272,354
|
202,129
|
651,613
|
629,368
|
Gain/(loss)
on sales of other real estate owned
|
4,100
|
(27,914)
|
(13,589)
|
(80,220)
|
OREO
expense
|
200,959
|
77,224
|
256,170
|
295,381
|
Directors
Fees
|
148,800
|
164,800
|
485,700
|
496,500
|
Network
services
|
133,301
|
127,219
|
437,140
|
410,448
|
Telephone
|
218,316
|
174,439
|
598,618
|
594,214
|
Other
operating
|
1,757,586
|
1,639,223
|
5,318,191
|
5,004,039
|
Total
non-interest expense
|
14,640,453
|
9,797,350
|
34,102,034
|
30,974,605
|
|
|
|
|
|
Income
before income taxes
|
3,847,693
|
5,373,553
|
15,931,092
|
13,253,006
|
Income
tax expense
|
1,684,505
|
1,830,921
|
5,824,713
|
4,428,287
|
Net
income
|
2,163,188
|
3,542,632
|
10,106,379
|
8,824,719
|
Less:
Net income attributable to the non-controlling
interest
|
—
|
—
|
—
|
62
|
Net income available to common stockholders
|
$2,163,188
|
$3,542,632
|
$10,106,379
|
$8,824,657
|
|
|
|
|
|
Basic
earnings per common share
|
$0.18
|
$0.33
|
$0.90
|
$0.82
|
Diluted
earnings per common share
|
$0.18
|
$0.32
|
$0.88
|
$0.80
|
Dividend
per common share
|
$0.08
|
$0.06
|
$0.24
|
$0.18
|
Three Months Ended September 30,
|
2017
|
2016
|
Net
income
|
$2,163,188
|
$3,542,632
|
|
|
|
Other
comprehensive income:
|
|
|
Unrealized
gain/(loss) on securities available for sale, net of taxes of
$60,922, and ($149,886), respectively
|
93,526
|
(230,102)
|
Reclassification
adjustment for realized gain on securities available for sale
included in net income, net of taxes of $0 and $128,599,
respectively
|
—
|
(197,422)
|
Other
comprehensive income (loss)
|
93,526
|
(427,524)
|
Comprehensive
income
|
2,256,714
|
3,115,108
|
Comprehensive
loss attributable to the non-controlling interest
|
—
|
—
|
Comprehensive
income available to common stockholders
|
$2,256,714
|
$3,115,108
|
|
|
|
Nine Months Ended September 30,
|
2017
|
2016
|
Net
income
|
$10,106,379
|
$8,824,719
|
|
|
|
Other
comprehensive income:
|
|
|
Unrealized gain on
securities available for sale, net of taxes of $2,386,772 and
$837,835, respectively
|
3,664,114
|
1,286,223
|
Reclassification
adjustment for realized gain on securities available for sale
included in net income, net of taxes of $13,908 and $483,688,
respectively
|
(21,350)
|
(742,545)
|
Other
comprehensive income
|
3,642,764
|
543,678
|
Comprehensive
income
|
13,749,143
|
9,368,397
|
Comprehensive
income attributable to the non-controlling interest
|
—
|
62
|
Comprehensive
income available to common stockholders
|
$13,749,143
|
$9,368,335
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
Additional
|
|
other
|
Total
|
|
Common stock
|
paid-in
|
Retained
|
comprehensive
|
Stockholders’
|
|
|
Shares
|
Par value
|
capital
|
earnings
|
loss
|
Equity
|
|
|
|
|
|
|
|
Balance
December 31, 2016
|
10,910,915
|
$109,109
|
$106,692,958
|
$48,842,026
|
$(4,977,308)
|
$150,666,785
|
Net
income attributable to Old Line Bancshares, Inc.
|
—
|
—
|
—
|
10,106,379
|
—
|
10,106,379
|
Other comprehensive
income, net of income tax of $2,372,864
|
—
|
—
|
—
|
—
|
3,642,764
|
3,642,764
|
Acquisition
of DCB Bancshares
|
1,495,090
|
14,951
|
40,830,925
|
—
|
—
|
40,845,876
|
Stock
based compensation awards
|
—
|
—
|
449,934
|
—
|
—
|
449,934
|
Stock
options exercised
|
20,800
|
208
|
378,471
|
—
|
—
|
378,679
|
Restricted
stock issued
|
40,713
|
407
|
(407)
|
—
|
—
|
—
|
Common
stock cash dividends $0.24 per share
|
—
|
—
|
—
|
(2,750,297)
|
—
|
(2,750,297)
|
Balance
September 30, 2017
|
12,467,518
|
$124,675
|
$148,351,881
|
$56,198,108
|
$(1,334,544)
|
$203,340,120
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
|
2017
|
2016
|
Cash flows from operating activities
|
|
|
Net
income
|
$10,106,379
|
$8,824,719
|
Adjustments to reconcile net income to net cash provided by
operating activities
|
|
|
Depreciation
and amortization
|
1,915,955
|
1,973,556
|
Provision
for loan losses
|
855,108
|
1,384,542
|
Change
in deferred loan fees net of costs
|
(203,092)
|
52,532
|
Gain
on sales or calls of securities
|
(35,258)
|
(1,226,233)
|
Amortization
of premiums and discounts
|
729,996
|
730,331
|
Origination
of loans held for sale
|
(71,093,124)
|
(70,857,656)
|
Proceeds
from sale of loans held for sale
|
76,782,499
|
71,391,859
|
Income
on marketable loans
|
(1,840,218)
|
(1,746,678)
|
Gain
on sales of other real estate owned
|
(13,589)
|
(80,220)
|
Gain
on sale of loans
|
(94,714)
|
—
|
Gain
on sale of fixed assets
|
(120,062)
|
(27,173)
|
Amortization
of intangible assets
|
651,613
|
629,368
|
Deferred
income taxes
|
30,193
|
(133,650)
|
Stock
based compensation awards
|
449,935
|
444,664
|
Increase
(decrease) in
|
|
|
Accrued
interest payable
|
(448,720)
|
295,394
|
Income
tax payable
|
845,554
|
3,061,425
|
Supplemental
executive retirement plan
|
209,592
|
210,667
|
Other
liabilities
|
(1,558,077)
|
765,453
|
Decrease
(increase) in
|
|
|
Accrued
interest receivable
|
(83,399)
|
128,385
|
Bank
owned life insurance
|
(717,522)
|
(715,112)
|
Income
tax receivable
|
—
|
—
|
Other
assets
|
1,899,050
|
(732,638)
|
Net
cash provided by operating activities
|
$18,268,099
|
$14,373,535
|
Cash flows from investing activities
|
|
|
Net
Cash and cash equivalents of acquired bank
|
$35,566,945
|
$—
|
Purchase
of investment securities available for sale
|
(39,289,497)
|
(136,228,056)
|
Proceeds
from disposal of investment securities
|
|
|
Available
for sale at maturity, call or paydowns
|
18,998,110
|
22,554,663
|
Available
for sale sold
|
53,802,337
|
107,941,909
|
Loans
made, net of principal collected
|
(88,297,883)
|
(145,453,165)
|
Proceeds
from sale of other real estate owned
|
1,178,439
|
983,440
|
Change
in equity securities
|
1,025,601
|
(1,661,000)
|
Purchase
of premises and equipment
|
(3,075,960)
|
(1,924,469)
|
Proceeds
from the sale of premises and equipment
|
120,062
|
—
|
Net
cash used in investing activities
|
$(19,971,846)
|
$(153,786,678)
|
Cash flows from financing activities
|
|
|
Net
increase (decrease) in
|
|
|
Time
deposits
|
$83,108,361
|
$12,894,797
|
Other
deposits
|
(32,221,712)
|
52,518,077
|
Short
term borrowings
|
(36,008,301)
|
34,218,438
|
Long
term borrowings
|
198,051
|
28,183,523
|
Proceeds
from stock options exercised
|
378,679
|
262,832
|
Cash
dividends paid-common stock
|
(2,750,298)
|
(1,949,171)
|
Distributions
on minority member(s)
|
—
|
(258,181)
|
Net
cash provided by financing activities
|
$12,704,780
|
$125,870,315
|
|
|
|
Net
increase (decrease) in cash and cash equivalents
|
11,001,033
|
(13,542,828)
|
|
|
|
Cash
and cash equivalents at beginning of period
|
23,463,171
|
43,700,692
|
Cash
and cash equivalents at end of period
|
$34,464,204
|
$30,157,864
|
|
|
|
|
Nine Months Ended September 30,
|
||
Supplemental Disclosure of Cash Flow Information:
|
2017
|
|
2016
|
Cash
paid during the period for:
|
|
|
|
Interest
|
$8,695,869
|
|
$4,732,158
|
Income
taxes
|
$5,018,000
|
|
$1,405,000
|
Supplemental Disclosure of Non-Cash Flow Operating
Activities:
|
|
|
|
Loans
transferred to other real estate owned
|
$422,848
|
|
$365,895
|
|
|
|
|
|
|
|
|
|
2017
|
2016
|
|
Fair value of assets and liabilities from acquisition:
|
|
|
|
Fair
value of tangible assets acquired
|
$310,974,425
|
|
$—
|
Other
intangible assets acquired
|
15,297,318
|
|
—
|
Fair
value of liabilities assumed
|
(285,421,333)
|
|
—
|
Total
merger consideration
|
$40,850,410
|
|
$—
|
Cash
consideration
|
$4,534
|
Purchase
price assigned to shares exchanged for stock
|
40,845,876
|
Total
purchase price for DCB acquisition
|
40,850,410
|
|
|
Fair Value of Assets Acquired
|
|
Cash
and due from banks
|
$35,571,479
|
Investment
securities available for sale
|
42,349,201
|
Loans,
net
|
216,172,008
|
Premises
and equipment
|
5,214,193
|
Accrued
interest receivable
|
585,195
|
Deferred
income taxes
|
599,336
|
Bank
owned life insurance
|
3,085,783
|
Core
deposit intangible
|
3,746,430
|
Other
assets
|
3,650,800
|
Total assets acquired
|
$310,974,425
|
Fair Value of Liabilities assumed
|
|
Deposits
|
$277,867,449
|
Short
term borrowings
|
4,753,521
|
Other
liabilities
|
2,800,363
|
Total liabilities assumed
|
$285,421,333
|
Fair
Value of net assets acquired
|
25,553,092
|
Total
Purchase Price
|
40,850,410
|
|
|
Goodwill recorded for DCB
|
$15,297,318
|
Three months ending September 30,
|
2017
|
Data
processing
|
$1,376,269
|
Severence
costs
|
1,565,207
|
Advisory &
legal fees
|
703,224
|
Other
|
340,814
|
|
$3,985,514
|
|
|
Gross
|
Gross
|
|
|
Amortized
|
unrealized
|
unrealized
|
Estimated
|
|
cost
|
gains
|
losses
|
fair value
|
September 30, 2017
|
|
|
|
|
Available for sale
|
|
|
|
|
U.S.
treasury
|
$3,013,631
|
$—
|
$(3,084)
|
$3,010,547
|
U.S.
government agency
|
18,221,474
|
43,276
|
(163,864)
|
18,100,885
|
Corporate
bonds
|
14,622,679
|
154,609
|
(19,616)
|
14,757,673
|
Municipal
securities
|
74,034,582
|
277,491
|
(871,403)
|
73,440,670
|
Mortgage
backed securities:
|
|
|
|
|
FHLMC
certificates
|
20,597,923
|
4,599
|
(335,083)
|
20,267,438
|
FNMA
certificates
|
65,740,054
|
13,312
|
(1,091,359)
|
64,662,008
|
GNMA
certificates
|
19,637,855
|
202
|
(212,935)
|
19,425,122
|
|
$215,868,198
|
$493,489
|
$(2,697,344)
|
$213,664,343
|
December 31, 2016
|
|
|
|
|
Available for sale
|
|
|
|
|
U.S.
treasury
|
$2,999,483
|
$27
|
$(3,728)
|
$2,995,782
|
U.S.
government agency
|
7,653,595
|
—
|
(387,280)
|
7,266,315
|
Corporate
bonds
|
8,100,000
|
90,477
|
(18,840)
|
8,171,637
|
Municipal
securities
|
71,103,969
|
170,512
|
(3,587,676)
|
67,686,805
|
Mortgage
backed securities
|
|
|
|
|
FHLMC
certificates
|
22,706,185
|
11,712
|
(917,543)
|
21,800,354
|
FNMA
certificates
|
73,425,200
|
—
|
(2,976,384)
|
70,448,816
|
GNMA
certificates
|
21,736,255
|
3,506
|
(604,266)
|
21,135,495
|
|
$207,724,687
|
$276,234
|
$(8,495,717)
|
$199,505,204
|
|
September 30, 2017
|
|||||
|
Less than 12 months
|
12 Months or More
|
Total
|
|||
|
Fair
|
Unrealized
|
Fair
|
Unrealized
|
Fair
|
Unrealized
|
|
value
|
losses
|
value
|
losses
|
value
|
losses
|
U.S.
treasury
|
$3,010,547
|
$3,084
|
$—
|
$—
|
$3,010,547
|
$3,084
|
U.S.
government agency
|
11,075,817
|
62,476
|
2,084,889
|
101,388
|
13,160,706
|
163,864
|
Corporate
bonds
|
4,997,000
|
19,616
|
—
|
—
|
4,997,000
|
19,616
|
Municipal
securities
|
17,186,661
|
168,484
|
24,534,256
|
702,919
|
41,720,917
|
871,403
|
Mortgage
backed securities
|
|
|
|
|
|
|
FHLMC
certificates
|
15,747,725
|
235,788
|
4,354,251
|
99,295
|
20,101,976
|
335,083
|
FNMA
certificates
|
38,311,728
|
507,061
|
24,926,353
|
584,298
|
63,238,081
|
1,091,359
|
GNMA
certificates
|
5,166,734
|
19,529
|
9,214,273
|
193,406
|
14,381,008
|
212,935
|
Total
|
$95,496,212
|
$1,016,038
|
$65,114,022
|
$1,681,306
|
$160,610,235
|
$2,697,344
|
|
|
|
|
|
|
|
|
December 31, 2016
|
|||||
|
Less than 12 months
|
12 Months or More
|
Total
|
|||
|
Fair
|
Unrealized
|
Fair
|
Unrealized
|
Fair
|
Unrealized
|
|
value
|
losses
|
value
|
losses
|
value
|
losses
|
U.S.
treasury
|
$1,496,016
|
$3,728
|
$—
|
$—
|
$1,496,016
|
$3,728
|
U.S.
government agency
|
7,266,315
|
387,280
|
—
|
—
|
7,266,315
|
387,280
|
Corporate
bonds
|
1,981,160
|
18,840
|
—
|
—
|
1,981,160
|
18,840
|
Municipal
securities
|
50,722,187
|
3,587,676
|
—
|
—
|
50,722,187
|
3,587,676
|
Mortgage
backed securities
|
|
|
|
|
|
|
FHLMC
certificates
|
21,413,620
|
917,543
|
—
|
—
|
21,413,620
|
917,543
|
FNMA
certificates
|
70,448,817
|
2,976,384
|
—
|
—
|
70,448,817
|
2,976,384
|
GNMA
certificates
|
16,403,268
|
475,022
|
4,227,210
|
129,244
|
20,630,479
|
604,266
|
Total
|
$169,731,383
|
$8,366,473
|
$4,227,210
|
$129,244
|
$173,958,594
|
$8,495,717
|
|
|
|
|
|
|
|
|
Available for Sale
|
|
|
Amortized
|
Fair
|
September 30, 2017
|
cost
|
value
|
|
|
|
Maturing
|
|
|
Within
one year
|
$3,319,218
|
$3,320,735
|
Over
one to five years
|
2,146,215
|
2,147,312
|
Over
five to ten years
|
49,368,110
|
49,385,381
|
Over
ten years
|
161,034,655
|
158,810,915
|
|
$215,868,198
|
$213,664,343
|
Pledged
securities
|
$57,585,531
|
$56,807,119
|
|
September 30, 2017
|
December 31, 2016
|
||||
|
Legacy (1)
|
Acquired
|
Total
|
Legacy (1)
|
Acquired
|
Total
|
|
|
|
|
|
|
|
Commercial
Real Estate
|
|
|
|
|
|
|
Owner
Occupied
|
$274,369,718
|
$87,103,763
|
$361,473,481
|
$238,220,475
|
$53,850,612
|
$292,071,087
|
Investment
|
449,038,012
|
57,878,673
|
506,916,685
|
414,012,709
|
37,687,804
|
451,700,513
|
Hospitality
|
164,225,752
|
7,479,763
|
171,705,515
|
141,611,858
|
11,193,427
|
152,805,285
|
Land
and A&D
|
57,483,395
|
9,402,012
|
66,885,407
|
51,323,297
|
6,015,813
|
57,339,110
|
Residential
Real Estate
|
|
|
|
|
|
|
First
Lien-Investment
|
82,184,576
|
22,145,004
|
104,329,580
|
72,150,512
|
23,623,660
|
95,774,172
|
First
Lien-Owner Occupied
|
65,465,065
|
64,885,116
|
130,350,181
|
54,732,604
|
42,443,767
|
97,176,371
|
Residential
Land and A&D
|
39,072,030
|
7,340,894
|
46,412,924
|
39,667,222
|
5,558,232
|
45,225,454
|
HELOC
and Jr. Liens
|
21,881,331
|
16,846,856
|
38,728,187
|
24,385,215
|
2,633,718
|
27,018,933
|
Commercial
and Industrial
|
143,734,225
|
39,174,650
|
182,908,875
|
136,259,560
|
5,733,904
|
141,993,464
|
Consumer
|
7,076,344
|
53,726,972
|
60,803,316
|
4,868,909
|
139,966
|
5,008,875
|
|
1,304,530,448
|
365,983,703
|
1,670,514,151
|
1,177,232,361
|
188,880,903
|
1,366,113,264
|
Allowance
for loan losses
|
(5,634,135)
|
(182,052)
|
(5,816,187)
|
(6,084,478)
|
(110,991)
|
(6,195,469)
|
Deferred
loan costs, net
|
1,807,204
|
—
|
1,807,204
|
1,257,411
|
—
|
1,257,411
|
|
$1,300,703,517
|
$365,801,651
|
$1,666,505,168
|
$1,172,405,294
|
$188,769,912
|
$1,361,175,206
|
|
|
|
|
|
|
|
|
September 30, 2017
|
December 31, 2016
|
||||
|
Legacy
|
Acquired
|
Total
|
Legacy
|
Acquired
|
Total
|
Current
|
$1,299,139,428
|
$360,763,398
|
$1,659,902,826
|
$1,167,380,870
|
$185,631,054
|
$1,353,011,924
|
Accruing
past due loans:
|
|
|
|
|
|
|
30-89
days past due
|
|
|
|
|
|
|
Commercial
Real Estate:
|
|
|
|
|
|
|
Owner
Occupied
|
2,768,500
|
99,545
|
2,868,045
|
2,799,802
|
—
|
2,799,802
|
Investment
|
811,088
|
757,439
|
1,568,527
|
—
|
794,037
|
794,037
|
Residential
Real Estate:
|
|
|
|
|
|
|
First
Lien-Investment
|
576,366
|
514,381
|
1,090,747
|
517,498
|
397,944
|
915,442
|
First
Lien-Owner Occupied
|
—
|
1,229,547
|
1,229,547
|
—
|
879,718
|
879,718
|
HELOC
and Jr. Liens
|
167,578
|
108,092
|
275,670
|
99,946
|
—
|
99,946
|
Commercial
and Industrial
|
381,404
|
12,624
|
394,028
|
325,161
|
—
|
325,161
|
Consumer
|
—
|
1,177,880
|
1,177,880
|
—
|
—
|
—
|
Total
30-89 days past due
|
4,704,936
|
3,899,508
|
8,604,444
|
3,742,407
|
2,071,699
|
5,814,106
|
90
or more days past due
|
|
|
|
|
|
|
Commercial
Real Estate:
|
|
|
|
|
|
|
Owner
Occupied
|
—
|
—
|
—
|
—
|
634,290
|
634,290
|
Residential
Real Estate:
|
|
|
|
|
|
|
First
Lien-Owner Occupied
|
—
|
76,761
|
76,761
|
—
|
250,000
|
250,000
|
Commercial
|
—
|
8,306
|
8,306
|
—
|
—
|
—
|
Consumer
|
—
|
21,810
|
21,810
|
19,242
|
—
|
19,242
|
Total
90 or more days past due
|
—
|
106,877
|
106,877
|
19,242
|
884,290
|
903,532
|
Total
accruing past due loans
|
4,704,936
|
4,006,385
|
8,711,321
|
3,761,649
|
2,955,989
|
6,717,638
|
|
|
|
|
|
|
|
Commercial
Real Estate:
|
|
|
|
|
|
|
Owner
Occupied
|
—
|
226,998
|
226,998
|
2,370,589
|
—
|
2,370,589
|
Hospitality
|
—
|
—
|
—
|
1,346,736
|
—
|
1,346,736
|
Land
and A&D
|
—
|
191,202
|
191,202
|
77,395
|
194,567
|
271,962
|
Residential
Real Estate:
|
|
|
|
|
|
|
First
Lien-Investment
|
233,759
|
—
|
233,759
|
312,061
|
99,293
|
411,354
|
First
Lien-Owner Occupied
|
452,325
|
795,720
|
1,248,045
|
222,237
|
—
|
222,237
|
Commercial
and Industrial
|
—
|
—
|
—
|
1,760,824
|
—
|
1,760,824
|
Non-accruing
loans:
|
686,084
|
1,213,920
|
1,900,004
|
6,089,842
|
293,860
|
6,383,702
|
Total
Loans
|
$1,304,530,448
|
$365,983,703
|
$1,670,514,151
|
$1,177,232,361
|
$188,880,903
|
$1,366,113,264
|
|
Impaired at September 30, 2017
|
|
|
|
|
||
|
|
|
|
Three Months September 30, 2017
|
Nine Months September 30, 2017
|
||
|
Unpaid
|
|
|
Average
|
Interest
|
Average
|
Interest
|
|
Principal
|
Recorded
|
Related
|
Recorded
|
Income
|
Recorded
|
Income
|
|
Balance
|
Investment
|
Allowance
|
Investment
|
Recognized
|
Investment
|
Recognized
|
Legacy
|
|
|
|
|
|
|
|
With
no related allowance recorded:
|
|
|
|
|
|
|
|
Commercial
Real Estate:
|
|
|
|
|
|
|
|
Owner
Occupied
|
$1,811,565
|
$1,811,565
|
$—
|
$1,808,332
|
$19,104
|
$1,917,603
|
$51,535
|
Investment
|
1,170,410
|
1,170,410
|
—
|
1,166,385
|
12,447
|
1,189,072
|
38,448
|
Residential
Real Estate:
|
|
|
|
|
|
|
|
First
Lien-Investment
|
41,258
|
41,258
|
—
|
41,258
|
—
|
41,258
|
—
|
First
Lien-Owner Occupied
|
233,443
|
233,443
|
—
|
233,110
|
5,733
|
234,617
|
5,733
|
Commercial
|
399,351
|
399,351
|
—
|
395,928
|
3,582
|
363,683
|
26,712
|
With
an allowance recorded:
|
|
|
|
|
|
|
|
Commercial
Real Estate:
|
|
|
|
|
|
|
|
Owner
Occupied
|
—
|
—
|
—
|
—
|
—
|
|
|
Investment
|
597,053
|
597,053
|
69,903
|
597,053
|
7,676
|
603,536
|
23,040
|
Residential
Real Estate:
|
|
|
|
|
|
|
|
First
Lien-Investment
|
192,501
|
192,501
|
20,263
|
192,501
|
—
|
192,501
|
—
|
First
Lien-Owner Occupied
|
218,882
|
218,882
|
15,384
|
222,237
|
—
|
222,237
|
|
Commercial
|
96,712
|
96,712
|
96,712
|
96,712
|
1,648
|
97,861
|
4,141
|
Total
legacy impaired
|
4,761,175
|
4,761,175
|
202,262
|
4,753,516
|
50,190
|
4,862,368
|
149,609
|
Acquired(1)
|
|
|
|
|
|
|
|
With
no related allowance recorded:
|
|
|
|
|
|
|
|
Commercial
Real Estate:
|
|
|
|
|
|
|
|
Owner
Occupied
|
253,279
|
253,279
|
—
|
253,385
|
—
|
252,872
|
2,155
|
Land
and A&D
|
334,271
|
45,000
|
—
|
334,271
|
—
|
334,271
|
—
|
Residential
Real Estate:
|
|
|
|
|
|
|
|
First
Lien-Owner Occupied
|
1,304,412
|
1,192,153
|
—
|
1,303,921
|
5,811
|
1,310,921
|
27,659
|
First
Lien-Investment
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
Land
and A&D
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
With
an allowance recorded:
|
|
|
|
|
|
|
|
Commercial
Real Estate:
|
|
|
|
|
|
|
|
Land
and A&D
|
149,226
|
149,226
|
80,072
|
155,332
|
751
|
155,701
|
1,574
|
Residential
Real Estate:
|
|
|
|
|
|
|
|
First
Lien-Investment
|
—
|
—
|
—
|
—
|
—
|
|
|
First
Lien-Owner Occupied
|
250,194
|
250,194
|
77,464
|
273,618
|
23,424
|
273,597
|
23,424
|
Land
and A&D
|
—
|
—
|
—
|
—
|
—
|
|
|
Commercial
|
73,167
|
73,167
|
24,517
|
72,840
|
955
|
74,485
|
2,856
|
Total
acquired impaired
|
2,364,549
|
1,963,019
|
182,053
|
2,393,367
|
30,941
|
2,401,847
|
57,668
|
Total
impaired
|
$7,125,724
|
$6,724,194
|
$384,315
|
$7,146,883
|
$81,131
|
$7,264,215
|
$207,277
|
|
|
|
|
|
|
|
|
Impaired Loans
|
|||||
December 31, 2016
|
|||||
|
Unpaid
|
|
|
Average
|
Interest
|
|
Principal
|
Recorded
|
Related
|
Recorded
|
Income
|
|
Balance
|
Investment
|
Allowance
|
Investment
|
Recognized
|
Legacy
|
|
|
|
|
|
With
no related allowance recorded:
|
|
|
|
|
|
Commercial
Real Estate:
|
|
|
|
|
|
Owner
Occupied
|
$566,973
|
$566,973
|
$—
|
$1,223,360
|
$12,759
|
Investment
|
1,212,771
|
1,212,771
|
—
|
1,208,240
|
54,531
|
Residential
Real Estate:
|
|
|
|
|
|
First
Lien-Owner Occupied
|
222,237
|
222,237
|
—
|
243,699
|
5,440
|
Commercial
|
843,809
|
843,809
|
—
|
3,338,295
|
3,761
|
With
an allowance recorded:
|
|
|
|
|
|
Commercial
Real Estate:
|
|
|
|
|
|
Owner
Occupied
|
2,048,989
|
2,048,989
|
443,489
|
6,605,858
|
50,348
|
Investment
|
610,485
|
610,485
|
33,335
|
610,373
|
46,550
|
Hospitality
|
1,346,736
|
1,346,736
|
134,674
|
4,199,162
|
20,959
|
Land
and A&D
|
77,395
|
77,395
|
15,860
|
82,587
|
4,729
|
Residential
Real Estate:
|
|
|
|
|
|
First
Lien-Owner Occupied
|
312,061
|
312,061
|
45,505
|
547,024
|
9,348
|
Commercial
|
1,016,479
|
1,016,479
|
609,152
|
1,976,689
|
4,476
|
Total
legacy impaired
|
8,257,935
|
8,257,935
|
1,282,015
|
20,035,287
|
212,901
|
Acquired(1)
|
|
|
|
|
|
With
no related allowance recorded:
|
|
|
|
|
|
Commercial
Real Estate:
|
|
|
|
|
|
Land
and A&D
|
255,716
|
91,669
|
—
|
255,661
|
13,686
|
Residential
Real Estate:
|
|
|
|
|
|
First
Lien-Owner Occupied
|
662,835
|
662,835
|
—
|
1,408,689
|
19,899
|
First
Lien-Investment
|
292,349
|
171,348
|
—
|
233,133
|
4,383
|
Land
and A&D
|
334,271
|
45,000
|
—
|
334,271
|
—
|
With
an allowance recorded:
|
|
|
|
|
|
Commercial
Real Estate:
|
|
|
|
|
|
Land
and A&D
|
151,634
|
151,634
|
83,784
|
161,622
|
5,264
|
Commercial
|
76,243
|
76,243
|
27,207
|
83,049
|
3,992
|
Total
acquired impaired
|
1,773,048
|
1,198,729
|
110,991
|
2,476,425
|
47,224
|
Total
impaired
|
$10,030,983
|
$9,456,664
|
$1,393,006
|
$22,511,712
|
$260,125
|
|
|
|
|
|
|
|
Loans Modified as a TDR for the nine
months ended
|
|||||
|
September 30, 2017
|
September 30, 2016
|
||||
|
|
Pre-
|
Post
|
|
Pre-
|
Post
|
|
|
Modification
|
Modification
|
|
Modification
|
Modification
|
|
|
Outstanding
|
Outstanding
|
|
Outstanding
|
Outstanding
|
Troubled Debt Restructurings—
|
# of
|
Recorded
|
Recorded
|
# of
|
Recorded
|
Recorded
|
(Dollars in thousands)
|
Contracts
|
Investment
|
Investment
|
Contracts
|
Investment
|
Investment
|
Legacy
|
|
|
|
|
|
|
Commercial
Real Estate
|
1
|
1,596,740
|
1,572,976
|
—
|
—
|
—
|
Commercial
|
1
|
414,324
|
399,351
|
—
|
—
|
—
|
Total
legacy TDR's
|
2
|
2,011,064
|
1,972,327
|
—
|
—
|
—
|
Acquired
|
|
|
|
|
|
|
Commercial
Real Estate
|
—
|
—
|
—
|
1
|
256,669
|
91,929
|
Residential
Real Estate Non-Owner Occupied
|
—
|
—
|
—
|
1
|
136,173
|
66,453
|
Total
acquired TDR's
|
—
|
—
|
—
|
2
|
392,842
|
158,382
|
Total
Troubled Debt Restructurings
|
2
|
$2,011,064
|
$1,972,327
|
2
|
$392,842
|
$158,382
|
|
September 30, 2017
|
September 30, 2016
|
Balance
at beginning of period
|
$(22,980)
|
$276,892
|
Accretion
of fair value discounts
|
(83,099)
|
(200,353)
|
Additions
due to DCB acquisition
|
99,981
|
—
|
Reclassification
from non-accretable discount
|
(15,428)
|
91,289
|
Balance
at end of period
|
$(21,526)
|
$167,828
|
|
|
|
|
Contractually
|
|
|
Required Payments
|
|
|
Receivable
|
Carrying Amount
|
At
September 30, 2017
|
$8,301,260
|
$6,611,444
|
At
December 31, 2016
|
9,597,703
|
7,558,415
|
At
September 30, 2016
|
12,457,556
|
9,924,121
|
At
December 31, 2015
|
14,875,352
|
10,675,943
|
|
Purchased
|
|
Credit
|
|
Impaired
|
Contractually
required principal at acquisition
|
$218,969
|
Contractual
cash flows not expected to be colledted (non-accretable
difference)
|
(2,652)
|
Expected
cash flows at acquisition
|
216,317
|
Basis
in purchased credit impaired loans at acquisition - estimated fair
value
|
(160)
|
|
$216,157
|
September 30, 2017
|
Legacy
|
Acquired
|
Total
|
Risk
Rating
|
|
|
|
Pass(1
- 5)
|
|
|
|
Commercial
Real Estate:
|
|
|
|
Owner
Occupied
|
$268,553,325
|
$81,831,578
|
$350,384,903
|
Investment
|
446,882,439
|
56,002,393
|
502,884,832
|
Hospitality
|
164,225,752
|
7,479,763
|
171,705,515
|
Land
and A&D
|
55,084,381
|
9,227,747
|
64,312,128
|
Residential
Real Estate:
|
|
|
|
First
Lien-Investment
|
81,189,983
|
20,751,232
|
101,941,215
|
First
Lien-Owner Occupied
|
64,943,780
|
60,226,991
|
125,170,771
|
Land
and A&D
|
36,649,736
|
6,521,943
|
43,171,679
|
HELOC
and Jr. Liens
|
21,881,331
|
16,846,856
|
38,728,187
|
Commercial
|
140,453,809
|
38,769,965
|
179,223,774
|
Consumer
|
7,076,344
|
53,658,133
|
60,734,477
|
|
1,286,940,880
|
351,316,601
|
1,638,257,481
|
Special
Mention(6)
|
|
|
|
Commercial
Real Estate:
|
|
|
|
Owner
Occupied
|
3,207,960
|
3,494,880
|
6,702,840
|
Investment
|
388,110
|
1,047,629
|
1,435,739
|
Hospitality
|
—
|
—
|
—
|
Land
and A&D
|
2,399,014
|
129,265
|
2,528,279
|
Residential
Real Estate:
|
|
|
|
First
Lien-Investment
|
487,656
|
1,045,804
|
1,533,460
|
First
Lien-Owner Occupied
|
68,960
|
1,863,798
|
1,932,758
|
Land
and A&D
|
2,422,294
|
672,749
|
3,095,043
|
Commercial
|
1,405,764
|
78,678
|
1,484,442
|
Consumer
|
—
|
68,839
|
68,839
|
|
10,379,758
|
8,401,642
|
18,781,400
|
Substandard(7)
|
|
|
|
Commercial
Real Estate:
|
|
|
|
Owner
Occupied
|
2,608,433
|
1,777,305
|
4,385,738
|
Investment
|
1,767,463
|
828,651
|
2,596,114
|
Land
and A&D
|
—
|
45,000
|
45,000
|
Residential
Real Estate:
|
|
|
|
First
Lien-Investment
|
506,937
|
347,968
|
854,905
|
First
Lien-Owner Occupied
|
452,325
|
2,794,327
|
3,246,652
|
Land
and A&D
|
—
|
146,202
|
146,202
|
Commercial
|
1,874,652
|
326,007
|
2,200,659
|
|
7,209,810
|
6,265,460
|
13,475,270
|
Doubtful(8)
|
—
|
—
|
—
|
Loss(9)
|
—
|
—
|
—
|
Total
|
$1,304,530,448
|
$365,983,703
|
$1,670,514,151
|
|
|
|
|
At December 31, 2016
|
Legacy
|
Acquired
|
Total
|
Risk
Rating
|
|
|
|
Pass(1
- 5)
|
|
|
|
Commercial
Real Estate:
|
|
|
|
Owner
Occupied
|
$231,985,682
|
$48,069,046
|
$280,054,728
|
Investment
|
408,875,014
|
35,130,038
|
444,005,052
|
Hospitality
|
140,265,123
|
9,781,737
|
150,046,860
|
Land
and A&D
|
48,817,229
|
5,815,572
|
54,632,801
|
Residential
Real Estate:
|
|
|
|
First
Lien-Investment
|
70,980,640
|
21,898,603
|
92,879,243
|
First
Lien-Owner Occupied
|
54,201,816
|
39,011,487
|
93,213,303
|
Land
and A&D
|
36,910,902
|
4,299,830
|
41,210,732
|
HELOC
and Jr. Liens
|
24,385,215
|
2,633,718
|
27,018,933
|
Commercial
|
132,518,224
|
5,460,820
|
137,979,044
|
Consumer
|
4,868,909
|
139,966
|
5,008,875
|
|
1,153,808,754
|
172,240,817
|
1,326,049,571
|
Special
Mention(6)
|
|
|
|
Commercial
Real Estate:
|
|
|
|
Owner
Occupied
|
2,799,801
|
4,572,278
|
7,372,079
|
Investment
|
400,228
|
1,776,837
|
2,177,065
|
Hospitality
|
—
|
1,411,689
|
1,411,689
|
Land
and A&D
|
2,506,068
|
155,241
|
2,661,309
|
Residential
Real Estate:
|
|
|
|
First
Lien-Investment
|
577,767
|
1,248,453
|
1,826,220
|
First
Lien-Owner Occupied
|
308,552
|
1,882,182
|
2,190,734
|
Land
and A&D
|
2,678,925
|
791,399
|
3,470,324
|
Commercial
|
456,093
|
197,383
|
653,476
|
|
9,727,434
|
12,035,462
|
21,762,896
|
Substandard(7)
|
|
|
|
Commercial
Real Estate:
|
|
|
|
Owner
Occupied
|
3,434,990
|
1,209,289
|
4,644,279
|
Investment
|
4,737,465
|
780,929
|
5,518,394
|
Hospitality
|
1,346,736
|
—
|
1,346,736
|
Land
and A&D
|
—
|
45,000
|
45,000
|
Residential
Real Estate:
|
|
|
|
First
Lien-Investment
|
592,106
|
476,603
|
1,068,709
|
First
Lien-Owner Occupied
|
222,237
|
1,550,098
|
1,772,335
|
Land
and A&D
|
77,395
|
467,004
|
544,399
|
Commercial
|
3,285,244
|
75,701
|
3,360,945
|
Consumer
|
—
|
—
|
—
|
|
13,696,173
|
4,604,624
|
18,300,797
|
Doubtful(8)
|
—
|
—
|
—
|
Loss(9)
|
—
|
—
|
—
|
Total
|
$1,177,232,361
|
$188,880,903
|
$1,366,113,264
|
|
|
|
|
|
|
Commercial
|
Residential
|
|
|
Three Months Ended September 30, 2017
|
Commercial
|
Real Estate
|
Real Estate
|
Consumer
|
Total
|
Beginning
balance
|
$1,318,247
|
$3,789,423
|
$793,795
|
$10,377
|
$5,911,842
|
Provision
for loan losses
|
81,378
|
113,694
|
(97,691)
|
38,320
|
135,701
|
Recoveries
|
786
|
417
|
—
|
6,280
|
7,483
|
|
1,400,411
|
3,903,534
|
696,104
|
54,977
|
6,055,026
|
Loans
charged off
|
(202,528)
|
—
|
—
|
(36,311)
|
(238,839)
|
Ending
Balance
|
$1,197,883
|
$3,903,534
|
$696,104
|
$18,666
|
$5,816,187
|
|
|
Commercial
|
Residential
|
|
|
Nine Months Ended September 30, 2017
|
Commercial
|
Real Estate
|
Real Estate
|
Consumer
|
Total
|
Beginning
balance
|
$1,372,235
|
$3,990,152
|
$823,520
|
$9,562
|
$6,195,469
|
Provision
for loan losses
|
596,350
|
352,054
|
(126,048)
|
32,752
|
855,108
|
Recoveries
|
2,350
|
1,250
|
900
|
31,811
|
36,311
|
|
1,970,935
|
4,343,456
|
698,372
|
74,125
|
7,086,888
|
Loans
charged off
|
(773,052)
|
(439,922)
|
(2,268)
|
(55,459)
|
(1,270,701)
|
Ending
Balance
|
$1,197,883
|
$3,903,534
|
$696,104
|
$18,666
|
$5,816,187
|
Amount
allocated to:
|
|
|
|
|
|
Legacy
Loans:
|
|
|
|
|
|
Individually
evaluated for impairment
|
$96,712
|
$69,903
|
$35,647
|
$—
|
$202,262
|
Other
loans not individually evaluated
|
1,076,654
|
3,753,559
|
582,994
|
18,666
|
5,431,873
|
Acquired
Loans:
|
|
|
|
|
|
Individually
evaluated for impairment
|
24,517
|
80,072
|
77,463
|
—
|
182,052
|
Ending
balance
|
$1,197,883
|
$3,903,534
|
$696,104
|
$18,666
|
$5,816,187
|
|
|
|
|
|
|
|
|
Commercial
|
Residential
|
|
|
Three Months Ended September 30, 2016
|
Commercial
|
Real Estate
|
Real Estate
|
Consumer
|
Total
|
Beginning
balance
|
$1,142,852
|
$3,939,232
|
$927,072
|
$9,767
|
$6,018,923
|
Provision
for loan losses
|
70,275
|
71,108
|
169,157
|
(4,609)
|
305,931
|
Recoveries
|
28,147
|
—
|
2,979
|
3,813
|
34,939
|
|
1,241,274
|
4,010,340
|
1,099,208
|
8,971
|
6,359,793
|
Loans
charged off
|
—
|
—
|
(7,100)
|
(300)
|
(7,400)
|
Ending
Balance
|
$1,241,274
|
$4,010,340
|
$1,092,108
|
$8,671
|
$6,352,393
|
|
|
Commercial
|
Residential
|
|
|
Nine Months Ended September 30, 2016
|
Commercial
|
Real Estate
|
Real Estate
|
Consumer
|
Total
|
Beginning
balance
|
$1,168,529
|
$3,046,714
|
$682,962
|
$11,613
|
$4,909,818
|
Provision
for loan losses
|
34,785
|
963,626
|
397,153
|
(11,022)
|
1,384,542
|
Recoveries
|
42,431
|
—
|
22,147
|
14,666
|
79,244
|
|
1,245,745
|
4,010,340
|
1,102,262
|
15,257
|
6,373,604
|
Loans
charged off
|
(4,471)
|
—
|
(10,154)
|
(6,586)
|
(21,211)
|
Ending
Balance
|
$1,241,274
|
$4,010,340
|
$1,092,108
|
$8,671
|
$6,352,393
|
Amount
allocated to:
|
|
|
|
|
|
Legacy
Loans:
|
|
|
|
|
|
Individually
evaluated for impairment
|
$525,195
|
$606,577
|
$—
|
$—
|
$1,131,772
|
Other
loans not individually evaluated
|
716,079
|
3,403,763
|
707,197
|
8,671
|
4,835,710
|
Acquired
Loans:
|
|
|
|
|
|
Individually
evaluated for impairment
|
—
|
—
|
384,911
|
—
|
384,911
|
Ending
balance
|
$1,241,274
|
$4,010,340
|
$1,092,108
|
$8,671
|
$6,352,393
|
|
|
|
|
|
|
|
|
Commercial
|
Residential
|
|
|
September 30, 2017
|
Commercial
|
Real Estate
|
Real Estate
|
Consumer
|
Total
|
Legacy loans:
|
|
|
|
|
|
Individually
evaluated for impairment with specific reserve
|
$96,712
|
$597,053
|
$411,383
|
$—
|
$1,105,148
|
Individually
evaluated for impairment without specific reserve
|
399,351
|
2,981,975
|
274,701
|
—
|
3,656,027
|
Other
loans not individually evaluated
|
143,238,162
|
941,537,848
|
207,916,920
|
7,076,344
|
1,299,769,274
|
Acquired loans:
|
|
|
|
|
|
Individually
evaluated for impairment with specific reserve subsequent to
acquisition (ASC 310-20 at acquisition)
|
73,167
|
149,226
|
250,194
|
—
|
472,587
|
Individually
evaluated for impairment without specific reserve (ASC 310-20 at
acquisition)
|
—
|
298,279
|
1,192,153
|
—
|
1,490,432
|
Individually
evaluated for impairment without specific reserve (ASC 310-30 at
acquisition)
|
—
|
3,492,464
|
3,156,119
|
14,000
|
6,662,583
|
Collectively
evaluated for impairment without reserve (ASC 310-20 at
acquisition)
|
39,101,483
|
157,924,243
|
106,619,402
|
53,712,972
|
357,358,100
|
Ending
balance
|
$182,908,875
|
$1,106,981,088
|
$319,820,872
|
$60,803,316
|
$1,670,514,151
|
|
|
|
|
|
|
|
|
Commercial
|
Residential
|
|
|
September 30, 2016
|
Commercial
|
Real Estate
|
Real Estate
|
Consumer
|
Total
|
Legacy loans:
|
|
|
|
|
|
Individually
evaluated for impairment with specific reserve
|
$990,704
|
$3,432,224
|
$—
|
$—
|
$4,422,928
|
Individually
evaluated for impairment without specific reserve
|
865,728
|
1,792,666
|
192,501
|
—
|
2,850,895
|
Other
loans not individually evaluated
|
129,561,224
|
766,744,513
|
184,618,494
|
5,237,924
|
1,086,162,155
|
Acquired loans:
|
|
|
|
|
|
Individually
evaluated for impairment with specific reserve subsequent to
acquisition (ASC 310-20 at acquisition)
|
873,796
|
—
|
377,212
|
—
|
1,251,008
|
Individually
evaluated for impairment without specific reserve (ASC 310-20 at
acquisition)
|
77,230
|
334,271
|
1,370,360
|
—
|
1,781,861
|
Individually
evaluated for impairment without specific reserve (ASC 310-30 at
acquisition)
|
—
|
4,283,712
|
5,640,409
|
—
|
9,924,121
|
Collectively
evaluated for impairment without reserve (ASC 310-20 at
acquisition)
|
5,929,815
|
111,164,672
|
73,918,702
|
155,756
|
191,168,945
|
Ending
balance
|
$138,298,497
|
$887,752,058
|
$266,117,678
|
$5,393,680
|
$1,297,561,913
|
|
|
|
|
|
|
Nine Months Ended September 30, 2017
|
Legacy
|
Acquired
|
Total
|
Beginning
balance
|
$425,000
|
$2,321,000
|
$2,746,000
|
Real
estate acquired through foreclosure of loans
|
321,600
|
101,248
|
422,848
|
Additional
valuation adjustment of real estate owned
|
—
|
(166,550)
|
(166,550)
|
Sales/deposit
on sales
|
(363,714)
|
(648,175)
|
(1,011,889)
|
Net
realized gain/(loss) on sale of real estate owned
|
42,114
|
(28,525)
|
13,589
|
Ending
balance
|
$425,000
|
$1,578,998
|
$2,003,998
|
|
Three Months Ended
|
Nine Months Ended
|
||
|
September 30,
|
September 30,
|
||
|
2017
|
2016
|
2017
|
2016
|
Weighted
average number of shares
|
11,969,536
|
10,848,418
|
11,286,215
|
10,824,436
|
Dilutive
average number of shares
|
12,172,868
|
11,033,655
|
11,496,659
|
10,998,150
|
|
At September 30, 2017 (In thousands)
|
|||
|
|
Quoted Prices in
|
Other
|
Significant
|
|
|
Active Markets for
|
Observable
|
Unobservable
|
|
|
Identical Assets
|
Inputs
|
Inputs
|
|
Carrying Value
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
Available-for-sale:
|
|
|
|
|
Treasury
securities
|
$3,010
|
$3,010
|
$—
|
$—
|
U.S.
government agency
|
18,101
|
—
|
18,101
|
—
|
Corporate
bonds
|
14,758
|
—
|
—
|
14,758
|
Municipal
securities
|
73,441
|
—
|
73,441
|
—
|
FHLMC
MBS
|
20,267
|
—
|
20,267
|
—
|
FNMA
MBS
|
64,662
|
—
|
64,662
|
—
|
GNMA
MBS
|
19,425
|
—
|
19,425
|
—
|
Total
recurring assets at fair value
|
$213,664
|
$3,010
|
$195,896
|
$14,758
|
|
At December 31, 2016 (In thousands)
|
|||
|
|
Quoted Prices in
|
Other
|
Significant
|
|
|
Active Markets for
|
Observable
|
Unobservable
|
|
|
Identical Assets
|
Inputs
|
Inputs
|
|
Carrying Value
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
Available-for-sale:
|
|
|
|
|
Treasury
securities
|
$2,996
|
$2,996
|
$—
|
$—
|
U.S.
government agency
|
7,266
|
—
|
7,266
|
—
|
Corporate
bonds
|
8,172
|
—
|
—
|
8,172
|
Municipal
securities
|
67,687
|
—
|
67,687
|
—
|
FHLMC
MBS
|
21,800
|
—
|
21,800
|
—
|
FNMA
MBS
|
70,449
|
—
|
70,449
|
—
|
GNMA
MBS
|
21,135
|
—
|
21,135
|
—
|
Total
recurring assets at fair value
|
$199,505
|
$2,996
|
$188,337
|
$8,172
|
(in
thousands)
|
Level 3
|
Investments
available-for-sale
|
|
Balance
as of January 1, 2017
|
$8,172
|
Realized
and unrealized gains (losses)
|
|
Included
in earnings
|
—
|
Included
in other comprehensive income
|
47
|
Purchases,
issuances, sales and settlements
|
6,539
|
Transfers
into or out of level 3
|
—
|
Balance
at September 30, 2017
|
$14,758
|
|
At September 30, 2017 (In thousands)
|
|||
|
|
Quoted Prices in
|
Other
|
Significant
|
|
|
Active Markets for
|
Observable
|
Unobservable
|
|
|
Identical Assets
|
Inputs
|
Inputs
|
|
Carrying Value
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
Impaired
Loans
|
|
|
|
|
Legacy:
|
$4,559
|
—
|
—
|
$4,559
|
Acquired:
|
1,781
|
—
|
—
|
1,781
|
Total
Impaired Loans
|
6,340
|
—
|
—
|
6,340
|
|
|
|
|
|
Other
real estate owned:
|
|
|
|
|
Legacy:
|
$425
|
—
|
—
|
$425
|
Acquired:
|
1,579
|
—
|
—
|
1,579
|
Total
other real estate owned:
|
2,004
|
—
|
—
|
2,004
|
Total
|
$8,344
|
$—
|
$—
|
$8,344
|
|
At December 31, 2016 (In thousands)
|
|||
|
|
Quoted Prices in
|
Other
|
Significant
|
|
|
Active Markets for
|
Observable
|
Unobservable
|
|
|
Identical Assets
|
Inputs
|
Inputs
|
|
Carrying Value
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
Impaired
Loans
|
|
|
|
|
Legacy:
|
$6,976
|
—
|
—
|
$6,976
|
Acquired:
|
1,088
|
—
|
—
|
1,088
|
Total
Impaired Loans
|
8,064
|
—
|
—
|
8,064
|
|
|
|
|
|
Other
real estate owned:
|
|
|
|
|
Legacy:
|
$425
|
—
|
—
|
$425
|
Acquired:
|
2,321
|
—
|
—
|
2,321
|
Total
other real estate owned:
|
2,746
|
—
|
—
|
2,746
|
Total
|
$10,810
|
$—
|
$—
|
$10,810
|
|
September 30, 2017 (In thousands)
|
||||
|
|
|
Quoted Prices
|
Significant
|
Significant
|
|
|
Total
|
in Active
|
Other
|
Other
|
|
Carrying
|
Estimated
|
Markets for
|
Observable
|
Unobservable
|
|
Amount
|
Fair
|
Identical Assets
|
Inputs
|
Inputs
|
|
(000’s)
|
Value
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
Assets:
|
|
|
|
|
|
Cash
and cash equivalents $
|
34,464
|
$34,464
|
$34,464
|
$—
|
$—
|
Loans
receivable, net
|
1,666,505
|
1,663,786
|
—
|
—
|
1,663,786
|
Loans
held for sale
|
2,729
|
2,729
|
—
|
2,729
|
—
|
Investment
securities available for sale
|
213,664
|
213,664
|
3,011
|
195,895
|
14,758
|
Equity
Securities at cost
|
7,278
|
7,278
|
—
|
7,278
|
—
|
Bank
Owned Life Insurance
|
41,361
|
41,361
|
—
|
41,361
|
—
|
Accrued
interest receivable
|
4,947
|
4,947
|
—
|
991
|
3,956
|
Liabilities:
|
|
|
|
|
|
Deposits:
|
|
|
|
|
|
Non-interest-bearing
|
436,646
|
436,646
|
—
|
436,646
|
—
|
Interest
bearing
|
1,217,989
|
1,222,375
|
—
|
1,222,375
|
—
|
Short
term borrowings
|
152,179
|
152,179
|
—
|
152,179
|
—
|
Long
term borrowings
|
38,041
|
38,041
|
—
|
38,041
|
—
|
Accrued
Interest payable
|
868
|
868
|
—
|
868
|
—
|
|
|
|
|
|
|
|
December 31, 2016 (In thousands)
|
||||
|
|
|
Quoted Prices
|
Significant
|
Significant
|
|
|
Total
|
in Active
|
Other
|
Other
|
|
Carrying
|
Estimated
|
Markets for
|
Observable
|
Unobservable
|
|
Amount
|
Fair
|
Identical Assets
|
Inputs
|
Inputs
|
|
(000’s)
|
Value
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
Assets:
|
|
|
|
|
|
Cash
and cash equivalents $
|
23,463
|
$23,463
|
$23,463
|
$—
|
$—
|
Loans
receivable, net
|
1,361,175
|
1,364,361
|
—
|
—
|
1,364,361
|
Loans
held for sale
|
8,418
|
8,707
|
—
|
8,707
|
—
|
Investment
securities available for sale
|
199,505
|
199,505
|
2,996
|
188,337
|
8,172
|
Equity
Securities at cost
|
8,303
|
8,303
|
—
|
8,303
|
—
|
Bank
Owned Life Insurance
|
37,558
|
37,558
|
—
|
37,558
|
—
|
Accrued
interest receivable
|
4,278
|
4,278
|
—
|
991
|
3,287
|
Liabilities:
|
|
|
|
|
|
Deposits:
|
|
|
|
|
|
Non-interest-bearing
|
331,331
|
331,331
|
—
|
331,331
|
—
|
Interest
bearing
|
994,549
|
998,489
|
—
|
998,489
|
—
|
Short
term borrowings
|
183,434
|
183,434
|
—
|
183,434
|
—
|
Long
term borrowings
|
37,843
|
37,843
|
—
|
37,843
|
—
|
Accrued
Interest payable
|
1,269
|
1,269
|
—
|
1,269
|
—
|
|
|
|
|
|
|
|
Three months ended September 30,
|
|||
|
(Dollars in thousands)
|
|||
|
2017
|
2016
|
$ Change
|
% Change
|
|
|
|
|
|
Net
income available to common stockholders
|
$2,163
|
$3,543
|
$(1,380)
|
(38.95) %
|
Interest
income
|
19,492
|
15,339
|
4,153
|
27.07
|
Interest
expense
|
3,019
|
2,000
|
1,019
|
50.95
|
Net
interest income before provision for loan losses
|
16,472
|
13,339
|
3,133
|
23.49
|
Provision
for loan losses
|
136
|
306
|
(170)
|
(55.56)
|
Non-interest
income
|
2,151
|
2,138
|
13
|
0.61
|
Non-interest
expense
|
14,640
|
9,797
|
4,843
|
49.43
|
Average
total loans
|
1,600,429
|
1,271,171
|
329,258
|
25.90
|
Average
interest earning assets
|
1,820,594
|
1,469,516
|
351,078
|
23.89
|
Average
total interest bearing deposits
|
1,142,438
|
962,098
|
180,340
|
18.74
|
Average
non-interest bearing deposits
|
430,326
|
326,480
|
103,846
|
31.81
|
Net
interest margin
|
3.71%
|
3.73%
|
|
(0.54)
|
Return
on average equity
|
4.26%
|
9.37%
|
|
(54.54)
|
Basic
earnings per common share
|
$0.18
|
$0.33
|
$0.10
|
30.30
|
Diluted
earnings per common share
|
0.18
|
0.32
|
(0.14)
|
(43.75)
|
|
Nine months ended September 30,
|
|||
|
(Dollars in thousands)
|
|||
|
2017
|
2016
|
$ Change
|
% Change
|
|
|
|
|
|
Net
income available to common stockholders
|
$10,106
|
$8,825
|
$1,281
|
14.51%
|
Interest
income
|
53,181
|
44,111
|
9,070
|
20.56
|
Interest
expense
|
8,294
|
5,184
|
3,110
|
59.97
|
Net
interest income before provision for loan losses
|
44,887
|
38,927
|
5,960
|
15.31
|
Provision
for loan losses
|
855
|
1,385
|
(530)
|
(38.27)
|
Non-interest
income
|
6,002
|
6,685
|
(683)
|
(10.22)
|
Non-interest
expense
|
34,102
|
30,975
|
3,127
|
10.10
|
Average
total loans
|
1,475,004
|
1,219,563
|
255,441
|
20.95
|
Average
interest earning assets
|
1,688,473
|
1,413,764
|
274,709
|
19.43
|
Average
total interest bearing deposits
|
1,047,891
|
929,307
|
118,584
|
12.76
|
Average
non-interest bearing deposits
|
375,237
|
322,162
|
53,075
|
16.47
|
Net
interest margin
|
3.68%
|
3.81%
|
|
(3.41)
|
Return
on average equity
|
7.52%
|
8.02%
|
|
(6.23)
|
Basic
earnings per common share
|
$0.90
|
$0.82
|
$(0.09)
|
(10.98)
|
Diluted
earnings per common share
|
0.88
|
0.80
|
0.08
|
10.00
|
|
Three months ended September 30,
|
|||
|
2017
|
2016
|
||
|
|
% Impact on
|
|
% Impact on
|
|
Accretion
|
Net Interest
|
Accretion
|
Net Interest
|
|
Dollars
|
Margin
|
Dollars
|
Margin
|
Commercial
loans
|
$28,420
|
0.01%
|
$12,442
|
—%
|
Mortgage
loans
|
159,941
|
0.03
|
67,300
|
0.02
|
Consumer
loans
|
57,514
|
0.01
|
12,947
|
—
|
Interest
bearing deposits
|
88,766
|
0.02
|
52,728
|
0.01
|
Total
accretion (amortization)
|
$334,641
|
0.07%
|
$145,417
|
0.03%
|
|
|
|
|
|
|
Average Balances, Interest and Yields
|
|||||
|
2017
|
2016
|
||||
|
Average
|
|
Yield/
|
Average
|
|
Yield/
|
Three months ended September 30,
|
balance
|
Interest
|
Rate
|
balance
|
Interest
|
Rate
|
Assets:
|
|
|
|
|
|
|
Federal
funds sold (1)
|
$1,260,824
|
$3,974
|
1.25%
|
$351,894
|
$415
|
0.47%
|
Interest
bearing deposits (1)
|
1,127,347
|
861
|
0.30
|
1,152,554
|
420
|
0.14
|
Investment
securities (1)(2)
|
|
|
|
|
|
|
U.S.
Treasury
|
3,017,254
|
7,593
|
1.01
|
2,998,957
|
5,322
|
0.70
|
U.S.
government agency
|
12,820,505
|
83,300
|
2.58
|
5,121,632
|
24,473
|
1.90
|
Corporate
bonds
|
13,881,570
|
189,274
|
5.41
|
3,385,870
|
42,188
|
4.94
|
Mortgage
backed securities
|
111,341,791
|
548,779
|
1.96
|
131,321,653
|
562,518
|
1.84
|
Municipal
securities
|
74,532,759
|
710,453
|
3.78
|
64,016,259
|
655,391
|
4.06
|
Other
equity securities
|
8,139,686
|
192,797
|
9.40
|
6,142,247
|
99,685
|
6.44
|
Total
investment securities
|
223,733,565
|
1,732,196
|
3.07
|
212,986,618
|
1,389,577
|
2.72
|
Loans(1)
|
|
|
|
|
|
|
Commercial
|
198,584,446
|
2,056,390
|
4.11
|
156,392,273
|
1,520,582
|
3.86
|
Mortgage
real estate
|
1,357,993,372
|
15,518,319
|
4.53
|
1,108,655,692
|
12,818,877
|
4.59
|
Consumer
|
43,851,679
|
733,422
|
6.64
|
6,123,000
|
83,715
|
5.42
|
Total
loans
|
1,600,429,497
|
18,308,131
|
4.54
|
1,271,170,965
|
14,423,174
|
4.50
|
Allowance
for loan losses
|
5,956,956
|
—
|
|
6,145,988
|
—
|
|
Total
loans, net of allowance
|
1,594,472,541
|
18,308,131
|
4.56
|
1,265,024,977
|
14,423,174
|
4.52
|
Total
interest earning assets(1)
|
1,820,594,277
|
20,045,162
|
4.37
|
1,479,516,043
|
15,813,586
|
4.27
|
Non-interest
bearing cash
|
38,671,275
|
|
|
28,168,294
|
|
|
Premises
and equipment
|
40,923,913
|
|
|
36,486,228
|
|
|
Other
assets
|
93,604,324
|
|
|
71,838,944
|
|
|
Total
assets(1)
|
1,993,793,789
|
|
|
1,606,009,509
|
|
|
Liabilities and Stockholders’ Equity:
|
|
|
|
|
|
|
Interest
bearing deposits
|
|
|
|
|
|
|
Savings
|
126,473,041
|
33,417
|
0.10
|
103,011,292
|
31,349
|
0.12
|
Money
market and NOW
|
490,678,732
|
496,535
|
0.40
|
402,595,725
|
246,339
|
0.24
|
Time
deposits
|
525,286,683
|
1,396,638
|
1.05
|
456,490,764
|
1,144,153
|
0.99
|
Total
interest bearing deposits
|
1,142,438,456
|
1,926,590
|
0.67
|
962,097,781
|
1,421,841
|
0.59
|
Borrowed
funds
|
207,268,687
|
1,092,736
|
2.09
|
152,091,696
|
577,709
|
1.51
|
Total
interest bearing liabilities
|
1,349,707,143
|
3,019,326
|
0.89
|
1,114,189,477
|
1,999,550
|
0.71
|
Non-interest
bearing deposits
|
430,325,956
|
|
|
326,480,191
|
|
|
|
1,780,033,099
|
|
|
1,440,669,668
|
|
|
Other
liabilities
|
12,465,862
|
|
|
15,260,196
|
|
|
Stockholders’
equity
|
201,294,828
|
|
|
150,079,645
|
|
|
Total
liabilities and stockholders’ equity
|
$1,993,793,789
|
|
|
$1,606,009,509
|
|
|
Net interest
spread(1)
|
|
|
3.48
|
|
|
3.56
|
Net interest
margin(1)
|
|
$17,025,836
|
3.71%
|
|
$13,814,036
|
3.73%
|
|
Three months ended September 30,
|
||
|
2017 compared to 2016
|
||
|
Variance due to:
|
||
|
Total
|
Rate
|
Volume
|
|
|
|
|
Interest earning assets:
|
|
|
|
Federal
funds sold(1)
|
$3,559
|
$2,559
|
$1,000
|
Interest
bearing deposits
|
441
|
457
|
(16)
|
Investment
Securities(1)
|
|
|
|
U.S.
treasury
|
2,271
|
2,263
|
8
|
U.S.
government agency
|
58,827
|
28,499
|
30,328
|
Corporate
bonds
|
147,086
|
—
|
147,086
|
Mortgage
backed securities
|
(13,739)
|
58,784
|
(72,523)
|
Municipal
securities
|
55,062
|
(101,859)
|
156,921
|
Other
|
93,112
|
78,911
|
14,201
|
Loans:(1)
|
|
|
|
Commercial
|
535,808
|
255,817
|
279,991
|
Mortgage
|
2,699,442
|
(623,998)
|
3,323,440
|
Consumer
|
649,707
|
80,595
|
569,112
|
Total
interest income (1)
|
4,231,576
|
(217,972)
|
4,449,548
|
|
|
|
|
Interest bearing
liabilities
|
|
|
|
Savings
|
2,068
|
(8,580)
|
10,648
|
Money
market and NOW
|
250,196
|
230,610
|
19,586
|
Time
deposits
|
252,485
|
152,467
|
100,018
|
Borrowed
funds
|
515,027
|
416,007
|
99,020
|
Total
interest expense
|
1,019,776
|
790,504
|
229,272
|
|
|
|
|
Net
interest income(1)
|
$3,211,800
|
$(1,008,476)
|
$4,220,276
|
|
Three months ended September 30,
|
|
|
|
|
2017
|
2016
|
$ Change
|
% Change
|
Service
charges on deposit accounts
|
$542,909
|
$445,901
|
$97,008
|
21.76%
|
Gain
on sales or calls of investment securities
|
—
|
326,021
|
(326,021)
|
(100.00)
|
Earnings
on bank owned life insurance
|
297,656
|
284,982
|
12,674
|
4.45
|
Gain
(loss) on disposal of assets
|
7,469
|
(49,957)
|
57,426
|
(114.95)
|
Rental
income
|
188,505
|
168,589
|
19,916
|
11.81
|
Income
on marketable loans
|
482,641
|
782,510
|
(299,869)
|
(38.32)
|
Other
fees and commissions
|
632,191
|
179,802
|
452,389
|
251.60
|
Total non-interest income
|
$2,151,371
|
$2,137,848
|
$13,523
|
0.63%
|
|
Three months ended September 30,
|
|
|
|
|
2017
|
2016
|
$ Change
|
% Change
|
Salaries
and benefits
|
$5,365,890
|
$4,812,949
|
$552,941
|
11.49%
|
Severance
expense
|
—
|
49,762
|
(49,762)
|
(100.00)
|
Occupancy
and equipment
|
1,828,593
|
1,907,090
|
(78,497)
|
(4.12)
|
Data
processing
|
443,453
|
384,382
|
59,071
|
15.37
|
FDIC
insurance and State of Maryland assessments
|
281,587
|
286,047
|
(4,460)
|
(1.56)
|
Merger
and integration
|
3,985,514
|
—
|
3,985,514
|
100.00
|
Core
deposit premium amortization
|
272,354
|
202,129
|
70,225
|
34.74
|
Gain
on sale of other real estate owned
|
4,100
|
(27,914)
|
32,014
|
(114.69)
|
OREO
expense
|
200,959
|
77,224
|
123,735
|
160.23
|
Directors
fees
|
148,800
|
164,800
|
(16,000)
|
(9.71)
|
Network
services
|
133,301
|
127,219
|
6,082
|
4.78
|
Telephone
|
218,316
|
174,439
|
43,877
|
25.15
|
Other
operating
|
1,757,586
|
1,639,223
|
118,363
|
7.22
|
Total non-interest expenses
|
$14,640,453
|
$9,797,350
|
$4,843,103
|
49.43%
|
|
Nine months ended September 30,
|
|||
|
2017
|
2016
|
||
|
|
% Impact on
|
|
% Impact on
|
|
Accretion
|
Net Interest
|
Accretion
|
Net Interest
|
|
Dollars
|
Margin
|
Dollars
|
Margin
|
Commercial
loans
|
$32,120
|
—%
|
$39,367
|
—%
|
Mortgage
loans
|
748,109
|
0.06
|
373,950
|
0.04
|
Consumer
loans
|
67,830
|
0.01
|
35,463
|
—
|
Interest
bearing deposits
|
153,340
|
0.01
|
214,130
|
0.02
|
Total
accretion (amortization)
|
$1,001,399
|
0.08%
|
$662,910
|
0.06%
|
|
|
|
|
|
|
Average Balances, Interest and Yields
|
|||||
|
2017
|
2016
|
||||
|
Average
|
|
Yield/
|
Average
|
|
Yield/
|
Nine months ended September 30,
|
balance
|
Interest
|
Rate
|
balance
|
Interest
|
Rate
|
Assets:
|
|
|
|
|
|
|
Federal
funds sold (1)
|
$619,171
|
$5,594
|
1.21%
|
$546,224
|
$1,924
|
0.47%
|
Interest
bearing deposits (1)
|
1,138,256
|
870
|
0.10
|
1,415,901
|
—
|
—
|
Investment
securities (1)(2)
|
|
|
|
|
|
|
U.S.
Treasury
|
3,024,635
|
20,540
|
0.91
|
3,004,061
|
14,607
|
0.65
|
U.S.
government agency
|
10,688,042
|
205,813
|
2.57
|
21,444,035
|
248,077
|
1.55
|
Corporate
bonds
|
10,641,774
|
428,153
|
5.38
|
1,136,861
|
42,188
|
4.96
|
Mortgage
backed securities
|
113,821,895
|
1,657,619
|
1.95
|
108,907,901
|
1,569,968
|
1.93
|
Municipal
securities
|
70,616,753
|
2,039,585
|
3.86
|
57,196,311
|
1,821,877
|
4.25
|
Other
equity securities
|
8,875,175
|
437,854
|
6.60
|
6,231,432
|
299,324
|
6.42
|
Total
investment securities
|
217,668,274
|
4,789,564
|
2.94
|
197,920,601
|
3,996,041
|
2.70
|
Loans(1)
|
|
|
|
|
|
|
Commercial
|
182,017,682
|
5,414,494
|
3.98
|
148,555,312
|
4,425,592
|
3.98
|
Mortgage
real estate
|
1,274,851,962
|
43,711,489
|
4.58
|
1,064,265,688
|
36,812,172
|
4.62
|
Consumer
|
18,134,018
|
859,704
|
6.34
|
6,742,330
|
264,226
|
5.23
|
Total
loans
|
1,475,003,662
|
49,985,687
|
4.53
|
1,219,563,330
|
41,501,990
|
4.55
|
Allowance
for loan losses
|
5,955,985
|
—
|
—
|
5,681,965
|
—
|
—
|
Total
loans, net of allowance
|
1,469,047,677
|
49,985,687
|
4.55
|
1,213,881,365
|
41,501,990
|
4.57
|
Total
interest earning assets(1)
|
1,688,473,378
|
54,781,715
|
4.34
|
1,413,764,091
|
45,499,955
|
4.30
|
Non-interest
bearing cash
|
32,229,686
|
|
|
38,310,630
|
|
|
Premises
and equipment
|
37,765,947
|
|
|
36,276,841
|
|
|
Other
assets
|
82,684,424
|
|
|
73,661,099
|
|
|
Total
assets(1)
|
1,841,153,435
|
|
|
1,562,012,661
|
|
|
Liabilities and Stockholders’ Equity:
|
|
|
|
|
|
|
Interest
bearing deposits
|
|
|
|
|
|
|
Savings
|
111,211,961
|
95,308
|
0.11
|
101,179,412
|
91,720
|
0.12
|
Money
market and NOW
|
451,502,260
|
1,263,078
|
0.37
|
385,850,290
|
699,177
|
0.24
|
Time
deposits
|
485,176,995
|
3,816,254
|
1.05
|
442,276,925
|
3,210,756
|
0.97
|
Total
interest bearing deposits
|
1,047,891,216
|
5,174,640
|
0.66
|
929,306,627
|
4,001,653
|
0.58
|
Borrowed
funds
|
226,845,847
|
3,119,758
|
1.84
|
149,174,160
|
1,181,980
|
1.06
|
Total
interest bearing liabilities
|
1,274,737,063
|
8,294,398
|
0.87
|
1,078,480,787
|
5,183,633
|
0.64
|
Non-interest
bearing deposits
|
375,236,607
|
|
|
322,161,864
|
|
|
|
1,649,973,670
|
|
|
1,400,642,651
|
|
|
Other
liabilities
|
11,543,009
|
|
|
13,858,179
|
|
|
Non-controlling
interest
|
—
|
|
|
500,161
|
|
|
Stockholders’
equity
|
179,636,756
|
|
|
147,011,670
|
|
|
Total
liabilities and stockholders’ equity
|
$1,841,153,435
|
|
|
$1,562,012,661
|
|
|
Net interest
spread(1)
|
|
|
3.47
|
|
|
3.66
|
Net interest
margin(1)
|
|
$46,487,317
|
3.68%
|
|
$40,316,322
|
3.81%
|
|
Nine months ended September 30,
|
||
|
2017 compared to 2016
|
||
|
Variance due to:
|
||
|
Total
|
Rate
|
Volume
|
|
|
|
|
Interest earning assets:
|
|
|
|
Federal
funds sold(1)
|
$3,670
|
$3,449
|
$221
|
Interest
bearing deposits
|
870
|
870
|
—
|
Investment
Securities(1)
|
|
|
|
U.S.
treasury
|
5,933
|
5,858
|
75
|
U.S.
government agency
|
(42,264)
|
132,015
|
(174,279)
|
Corporate
bond
|
385,965
|
—
|
385,965
|
Mortgage
backed securities
|
87,651
|
21,807
|
65,844
|
Municipal
securities
|
217,708
|
(219,562)
|
437,270
|
Other
|
138,530
|
11,237
|
127,293
|
Loans:(1)
|
|
|
|
Commercial
|
988,902
|
(3,267)
|
992,169
|
Mortgage
|
6,899,317
|
(383,808)
|
7,283,125
|
Consumer
|
595,478
|
85,147
|
510,331
|
Total
interest income (1)
|
9,281,760
|
(346,254)
|
9,628,014
|
|
|
|
|
Interest bearing
liabilities
|
|
|
|
Savings
|
3,588
|
(6,129)
|
9,717
|
Money
market and NOW
|
563,901
|
457,194
|
106,707
|
Time
deposits
|
605,498
|
325,761
|
279,737
|
Borrowed
funds
|
1,937,778
|
1,268,013
|
669,765
|
Total
interest expense
|
3,110,765
|
2,044,839
|
1,065,926
|
|
|
|
|
Net
interest income(1)
|
$6,170,995
|
$(2,391,093)
|
$8,562,088
|
|
Nine months ended September 30,
|
|
|
|
|
2017
|
2016
|
$ Change
|
% Change
|
Service
charges on deposit accounts
|
$1,389,340
|
$1,290,736
|
$98,604
|
7.64%
|
Gain
on sales or calls of investment securities
|
35,258
|
1,226,233
|
(1,190,975)
|
(97.12)
|
Earnings
on bank owned life insurance
|
861,111
|
849,525
|
11,586
|
1.36
|
Gain
(loss) on disposal of assets
|
120,062
|
(27,173)
|
147,235
|
(541.84)
|
Gain
on sale of loans
|
94,714
|
—
|
94,714
|
100.00
|
Rental
income
|
498,961
|
585,724
|
(86,763)
|
(14.81)
|
Income
on marketable loans
|
1,840,218
|
1,746,678
|
93,540
|
5.36
|
Other
fees and commissions
|
1,162,058
|
1,013,461
|
148,597
|
14.66
|
Total non-interest income
|
$6,001,722
|
$6,685,184
|
$(683,462)
|
(10.22) %
|
|
Nine months ended September 30,
|
|
|
|
|
2017
|
2016
|
$ Change
|
% Change
|
Salaries
and benefits
|
$15,284,057
|
$15,268,644
|
$15,413
|
0.10%
|
Severance
expense
|
—
|
443,257
|
(443,257)
|
(100.00)
|
Occupancy
and equipment
|
5,137,273
|
5,279,134
|
(141,861)
|
(2.69)
|
Data
processing
|
1,161,647
|
1,165,862
|
(4,215)
|
(0.36)
|
FDIC
insurance and State of Maryland assessments
|
799,700
|
806,960
|
(7,260)
|
(0.90)
|
Merger
and integration
|
3,985,514
|
661,018
|
3,324,496
|
502.94
|
Core
deposit premium amortization
|
651,613
|
629,368
|
22,245
|
3.53
|
Gain
on sale of other real estate owned
|
(13,589)
|
(80,220)
|
66,631
|
(83.06)
|
OREO
expense
|
256,170
|
295,381
|
(39,211)
|
(13.27)
|
Directors
fees
|
485,700
|
496,500
|
(10,800)
|
(2.18)
|
Network
services
|
437,140
|
410,448
|
26,692
|
6.50
|
Telephone
|
598,618
|
594,214
|
4,404
|
0.74
|
Other
operating
|
5,318,189
|
5,004,039
|
314,150
|
6.28
|
Total non-interest expenses
|
$34,102,032
|
$30,974,605
|
$3,127,427
|
10.10%
|
|
September 30, 2017
|
December 31, 2016
|
||||
|
Legacy(1)
|
Acquired
|
Total
|
Legacy(1)
|
Acquired
|
Total
|
Commercial
Real Estate
|
|
|
|
|
|
|
Owner
Occupied
|
$274,369,718
|
$87,103,763
|
$361,473,481
|
$238,220,475
|
$53,850,612
|
$292,071,087
|
Investment
|
449,038,012
|
57,878,673
|
506,916,685
|
414,012,709
|
37,687,804
|
451,700,513
|
Hospitality
|
164,225,752
|
7,479,763
|
171,705,515
|
141,611,858
|
11,193,427
|
152,805,285
|
Land
and A&D
|
57,483,395
|
9,402,012
|
66,885,407
|
51,323,297
|
6,015,813
|
57,339,110
|
Residential
Real Estate
|
|
|
|
|
|
|
First
Lien-Investment
|
82,184,576
|
22,145,004
|
104,329,580
|
72,150,512
|
23,623,660
|
95,774,172
|
First
Lien-Owner Occupied
|
65,465,065
|
64,885,116
|
130,350,181
|
54,732,604
|
42,443,767
|
97,176,371
|
Residential
Land and A&D
|
39,072,030
|
7,340,894
|
46,412,924
|
39,667,222
|
5,558,232
|
45,225,454
|
HELOC
and Jr. Liens
|
21,881,331
|
16,846,856
|
38,728,187
|
24,385,215
|
2,633,718
|
27,018,933
|
Commercial
and Industrial
|
143,734,225
|
39,174,650
|
182,908,875
|
136,259,560
|
5,733,904
|
141,993,464
|
Consumer
|
7,076,344
|
53,726,972
|
60,803,316
|
4,868,909
|
139,966
|
5,008,875
|
|
1,304,530,448
|
365,983,703
|
1,670,514,151
|
1,177,232,361
|
188,880,903
|
1,366,113,264
|
Allowance
for loan losses
|
(5,634,135)
|
(182,052)
|
(5,816,187)
|
(6,084,478)
|
(110,991)
|
(6,195,469)
|
Deferred
loan costs, net
|
1,807,204
|
—
|
1,807,204
|
1,257,411
|
—
|
1,257,411
|
|
$1,300,703,517
|
$365,801,651
|
$1,666,505,168
|
$1,172,405,294
|
$188,769,912
|
$1,361,175,206
|
|
September 30,
|
December 31,
|
|
|
|
2017
|
2016
|
$ Change
|
% Change
|
|
(Dollars in thousands)
|
|||
Certificates
of deposit
|
$543,704
|
$460,595
|
$83,109
|
18.04%
|
Interest
bearing checking
|
540,897
|
433,195
|
107,702
|
24.86
|
Savings
|
133,388
|
100,759
|
32,629
|
32.38
|
Total
|
$1,217,989
|
$994,549
|
$223,440
|
22.47%
|
|
|
|
Minimum capital
|
To be well
|
||
|
Actual
|
adequacy
|
capitalized
|
|||
September 30, 2017
|
Amount
|
Ratio
|
Amount
|
Ratio
|
Amount
|
Ratio
|
|
(Dollars in 000’s)
|
|||||
Common
equity tier 1 (to risk-weighted assets)
|
$198,902
|
10.97%
|
$81,611
|
4.5%
|
$117,882
|
6.5%
|
Total
capital (to risk weighted assets)
|
$204,777
|
11.29%
|
$145,086
|
8%
|
$181,357
|
10%
|
Tier
1 capital (to risk weighted assets)
|
$198,902
|
10.97%
|
$108,814
|
6%
|
$145,086
|
8%
|
Tier
1 leverage (to average assets)
|
$198,902
|
10.22%
|
$77,882
|
4%
|
$97,353
|
5%
|
|
Nonperforming Assets
|
|||||
|
September 30, 2017
|
December 31, 2016
|
||||
|
Legacy
|
Acquired
|
Total
|
Legacy
|
Acquired
|
Total
|
Accruing
loans 90 or more days past due
|
|
|
|
|
|
|
Commercial
Real Estate
|
|
|
|
|
|
|
Owner
Occupied
|
$—
|
$—
|
$—
|
$—
|
$634,290
|
$634,290
|
Residential
Real Estate:
|
|
|
|
|
|
|
First
Lien-Owner Occupied
|
—
|
76,761
|
76,761
|
—
|
250,000
|
250,000
|
Commercial
|
—
|
8,306
|
8,306
|
—
|
—
|
—
|
Consumer
|
—
|
21,810
|
21,810
|
19,242
|
—
|
19,242
|
Total
accruing loans 90 or more days past due
|
—
|
106,877
|
106,877
|
19,242
|
884,290
|
903,532
|
Non-accruing
loans:
|
|
|
|
|
|
|
Commercial
Real Estate
|
|
|
|
|
|
|
Owner
Occupied
|
$—
|
$226,998
|
$226,998
|
$2,370,589
|
$—
|
$2,370,589
|
Hospitality
|
—
|
—
|
—
|
1,346,736
|
—
|
1,346,736
|
Land
and A&D
|
—
|
191,202
|
191,202
|
77,395
|
194,567
|
271,962
|
Residential
Real Estate:
|
|
|
|
|
|
|
First
Lien-Investment
|
233,759
|
—
|
233,759
|
312,061
|
99,293
|
411,354
|
First
Lien-Owner Occupied
|
452,325
|
795,720
|
1,248,045
|
222,237
|
—
|
222,237
|
Commercial
and Industrial
|
—
|
—
|
—
|
1,760,824
|
—
|
1,760,824
|
Total
Non-accruing loans:
|
686,084
|
1,213,920
|
1,900,004
|
6,089,842
|
293,860
|
6,383,702
|
|
|
|
|
|
|
|
Other
real estate owned (“OREO”)
|
425,000
|
1,578,998
|
2,003,998
|
425,000
|
2,321,000
|
2,746,000
|
|
|
|
|
|
|
|
Total
nonperforming assets
|
$1,111,084
|
$2,899,795
|
$4,010,879
|
$6,534,084
|
$3,499,150
|
$10,033,234
|
|
|
|
|
|
|
|
Accruing
Troubled Debt Restructurings
|
|
|
|
|
|
|
Commercial
Real Estate
|
|
|
|
|
|
|
Owner
Occupied
|
$1,572,976
|
$—
|
$1,572,976
|
$—
|
$—
|
$—
|
Residential
Real Estate:
|
|
|
|
|
|
|
Land
and A&D
|
—
|
—
|
—
|
—
|
91,669
|
91,669
|
First
Lien-Investment
|
—
|
—
|
—
|
—
|
67,397
|
67,397
|
First
Lien-Owner Occupied
|
—
|
649,639
|
649,639
|
—
|
662,661
|
662,661
|
Commercial
and Industrial
|
399,351
|
73,167
|
472,518
|
—
|
75,701
|
75,701
|
Total
Accruing Troubled Debt Restructurings
|
$1,972,327
|
$722,806
|
$2,695,133
|
$—
|
$897,428
|
$897,428
|
|
September 30,
|
December 31,
|
|
2017
|
2016
|
Ratios, Excluding Acquired
Assets
|
|
|
Total
nonperforming assets as a percentage of total loans held for
investment and OREO
|
0.09%
|
0.55%
|
Total
nonperforming assets as a percentage of total assets
|
0.06%
|
0.43%
|
Total
nonperforming assets as a percentage of total loans held for
investment
|
0.09%
|
0.56%
|
|
|
|
Ratios, Including Acquired
Assets
|
|
|
Total
nonperforming assets as a percentage of total loans held for
investment and OREO
|
0.24%
|
0.73%
|
Total
nonperforming assets as a percentage of total assets
|
0.19%
|
0.59%
|
Total
nonperforming assets as a percentage of total loans held for
investment
|
0.24%
|
0.73%
|
|
September 30, 2017
|
December 31, 2016
|
||||||
|
|
Unpaid
|
|
Interest
|
|
Unpaid
|
|
|
|
# of
|
Principal
|
Recorded
|
Not
|
# of
|
Principal
|
Recorded
|
Interest Not
|
|
Contracts
|
Balance
|
Investment
|
Accrued
|
Contracts
|
Balance
|
Investment
|
Accrued
|
Legacy
|
|
|
|
|
|
|
|
|
Commercial
Real Estate:
|
|
|
|
|
|
|
|
|
Owner
Occupied
|
—
|
$—
|
$—
|
$—
|
3
|
$2,370,589
|
$2,370,589
|
$89,204
|
Investment
|
—
|
—
|
—
|
—
|
1
|
77,395
|
77,395
|
2,290
|
Hospitality
|
—
|
—
|
—
|
—
|
1
|
1,346,736
|
1,346,736
|
61,937
|
Residential
Real Estate
|
|
|
|
|
|
|
|
|
First
Lien-Investment
|
2
|
233,759
|
233,759
|
21,686
|
3
|
312,061
|
312,061
|
12,229
|
First
Lien-Owner Occupied
|
2
|
452,325
|
452,325
|
13,486
|
1
|
222,237
|
222,237
|
5,436
|
Commercial
|
—
|
—
|
—
|
—
|
24
|
1,760,824
|
1,760,824
|
264,259
|
Total
non-accrual loans
|
4
|
686,084
|
686,084
|
35,172
|
33
|
6,089,842
|
6,089,842
|
435,355
|
Acquired(1)
|
|
|
|
|
|
|
|
|
Commercial
Real Estate:
|
|
|
|
|
|
|
|
|
Owner
Occupied
|
1
|
253,279
|
226,998
|
9,094
|
—
|
—
|
—
|
—
|
Land
and A & D
|
1
|
334,271
|
45,000
|
153,004
|
2
|
485,905
|
194,567
|
5,503
|
Residential
Real Estate
|
|
|
|
|
|
|
|
|
First
Lien-Owner Occupied
|
4
|
904,967
|
795,720
|
59,452
|
—
|
—
|
—
|
—
|
Land
and A & D
|
1
|
149,226
|
146,202
|
10,743
|
—
|
—
|
—
|
—
|
Commercial
|
—
|
—
|
—
|
—
|
1
|
158,224
|
99,293
|
22,130
|
Total
non-accrual loans
|
7
|
$1,641,743
|
$1,213,920
|
$232,293
|
3
|
$644,129
|
$293,860
|
$27,633
|
Total
all non-accrual loans
|
11
|
$2,327,827
|
$1,900,004
|
$267,465
|
36
|
$6,733,971
|
$6,383,702
|
$462,988
|
|
|
Commercial
|
Residential
|
|
|
Nine months ended September 30, 2017
|
Commercial
|
Real Estate
|
Real Estate
|
Consumer
|
Total
|
Beginning
balance
|
$1,372,235
|
$3,990,152
|
$823,520
|
$9,562
|
$6,195,469
|
Provision
for loan losses
|
596,350
|
271,982
|
(45,976)
|
32,752
|
855,108
|
Recoveries
|
2,350
|
1,250
|
900
|
31,811
|
36,311
|
|
1,970,935
|
4,263,384
|
778,444
|
74,125
|
7,086,888
|
Loans
charged off
|
(773,052)
|
(439,922)
|
(2,268)
|
(55,459)
|
(1,270,701)
|
Ending
Balance
|
$1,197,883
|
$3,823,462
|
$776,176
|
$18,666
|
$5,816,187
|
Amount
allocated to:
|
|
|
|
|
|
Legacy
Loans:
|
|
|
|
|
|
Individually
evaluated for impairment
|
$96,712
|
$69,903
|
$35,647
|
$—
|
$202,262
|
Other
loans not individually evaluated
|
1,076,654
|
3,673,487
|
663,066
|
18,666
|
5,431,873
|
Acquired
Loans:
|
|
|
|
|
|
Individually
evaluated for impairment
|
24,517
|
80,072
|
77,463
|
—
|
182,052
|
Ending
balance
|
$1,197,883
|
$3,823,462
|
$776,176
|
$18,666
|
$5,816,187
|
|
|
Commercial
|
Residential
|
|
|
Twelve months ended December 31, 2016
|
Commercial
|
Real Estate
|
Real Estate
|
Consumer
|
Total
|
Beginning
balance
|
$1,161,318
|
$3,053,925
|
$682,962
|
$11,613
|
$4,909,818
|
Provision
for loan losses
|
172,059
|
936,227
|
486,935
|
(10,679)
|
1,584,542
|
Recoveries
|
43,330
|
—
|
49,464
|
18,482
|
111,276
|
|
1,376,707
|
3,990,152
|
1,219,361
|
19,416
|
6,605,636
|
Loans
charged off
|
(4,472)
|
—
|
(395,841)
|
(9,854)
|
(410,167)
|
Ending
Balance
|
$1,372,235
|
$3,990,152
|
$823,520
|
$9,562
|
$6,195,469
|
Amount
allocated to:
|
|
|
|
|
|
Legacy
Loans:
|
|
|
|
|
|
Individually
evaluated for impairment
|
$609,152
|
$611,498
|
$61,365
|
$—
|
$1,282,015
|
Other
loans not individually evaluated
|
735,876
|
3,378,654
|
678,371
|
9,562
|
4,802,463
|
Acquired
Loans:
|
|
|
|
|
|
Individually
evaluated for impairment
|
27,207
|
—
|
83,784
|
—
|
110,991
|
Ending
balance
|
$1,372,235
|
$3,990,152
|
$823,520
|
$9,562
|
$6,195,469
|
|
September 30, 2017
|
December 31, 2016
|
Ratio
of allowance for loan losses to:
|
|
|
Total
gross loans held for investment
|
0.35%
|
0.45%
|
Non-accrual
loans
|
306.11%
|
97.05%
|
Net
charge-offs to average loans
|
0.08%
|
0.02%
|
|
September 30, 2017
|
December 31, 2016
|
|
(Dollars in thousands)
|
|
|
|
|
Commitments
to extend credit and available credit lines:
|
|
|
Commercial
|
$128,678
|
$92,263
|
Real
estate-undisbursed development and construction
|
119,956
|
134,944
|
Consumer
|
42,981
|
26,204
|
|
$291,615
|
$253,411
|
Standby
letters of credit
|
$13,374
|
$18,907
|
Reconciliation of Non-GAAP measures (Unaudited)
|
Three Months ending September 30, 2017
|
Nine Months ending September 30, 2017
|
|
Nine Months ending September 30, 2016
|
Net Income (GAAP)
|
$2,163,187
|
$10,106,379
|
|
8,824,657
|
Merger-related
expenses, net of tax
|
2,902,912
|
2,902,912
|
|
529,604
|
Operating
Net Income (non-GAAP)
|
$5,066,099
|
$13,009,291
|
|
9,354,261
|
|
|
|
|
|
Net income available to common shareholders
|
$2,163,187
|
$10,106,379
|
|
8,824,657
|
Merger-related
expenses, net of tax
|
2,902,912
|
2,902,912
|
|
529,604
|
Operating
earnings (non-GAAP)
|
$5,066,099
|
$13,009,291
|
|
9,354,261
|
|
|
|
|
|
|
|
|
|
|
Earnings
per weighted average common shares, basic (GAAP)
|
$0.18
|
$0.90
|
|
0.82
|
Meger-related
expenses, net of tax
|
0.24
|
0.25
|
|
0.04
|
Operating
earnings per weighted average common share basic (non
GAAP)
|
$0.42
|
$1.15
|
|
0.86
|
|
|
|
|
|
|
|
|
|
|
Earnings
per weighted average common shares, diluted (GAAP)
|
$0.18
|
$0.88
|
|
0.80
|
Meger-related
expenses, net of tax
|
0.24
|
0.25
|
|
0.05
|
Operating
earnings per weighted average common share basic
(non-GAAP)
|
$0.42
|
$1.13
|
|
0.85
|
|
|
|
|
|
Summary Operating Results (non-GAAP)
|
|
|
|
|
Noninterest
expense (GAAP)
|
$14,640,453
|
$34,102,034
|
|
30,974,605
|
Merger-related
expenses, gross
|
3,985,514
|
3,985,514
|
|
661,018
|
Operating
noninterest expense (non-GAAP)
|
10,654,939
|
$30,116,520
|
|
30,313,587
|
|
|
|
|
|
Operating
efficiency ratio (non-GAAP)
|
57.21%
|
59.18
|
%
|
66.46
|
|
|
|
|
|
Operating
noninterest expense as a % of average assets
|
0.53%
|
1.64
|
%
|
1.94
|
|
|
|
|
|
Return on average assets
|
|
|
|
|
Net
income
|
$2,163,187
|
$10,106,379
|
|
8,824,657
|
Merger-related
expenses, net of tax
|
2,902,912
|
2,902,912
|
|
529,604
|
Operating
net income (non-GAAP)
|
$5,066,099
|
$13,009,291
|
|
9,354,261
|
|
|
|
|
|
Adjusted Return of Average Assets
|
|
|
|
|
Return
on average assets (GAAP)
|
0.43
|
0.73
|
|
0.75
|
Effect
to adjust for merger-related expenses, net of tax
|
0.58
|
0.21
|
|
0.05
|
Adjusted
return on average assets
|
1.01%
|
0.94
|
%
|
0.80
|
|
|
|
|
|
Return on average common equity
|
|
|
|
|
Net
income available to common shareholders
|
$2,163,187
|
$10,106,379
|
|
8,824,657
|
Merger-related
expenses, net of tax
|
2,902,912
|
2,902,912
|
|
529,604
|
Operating
earnings (non-GAAP)
|
$5,066,099
|
$13,009,291
|
|
9,354,261
|
|
|
|
|
|
Adjusted Return on Average Equity
|
|
|
|
|
Return
on Average Equity (GAAP)
|
4.26
|
7.52
|
|
8.02
|
Effect
to adjust for merger-related expenses, net of tax
|
5.72
|
2.16
|
|
0.48
|
Adjusted
return on average common equity (non-GAAP)
|
9.98%
|
9.68
|
%
|
8.50
|
|
|
|
Net
|
|
Net Interest
|
|
Interest
|
|
Income
|
Yield
|
Spread
|
GAAP
net interest income
|
$16,472,476
|
3.59%
|
3.36%
|
Tax
equivalent adjustment
|
|
|
|
Federal
funds sold
|
177
|
—
|
—
|
Investment
securities
|
267,376
|
0.06
|
0.06
|
Loans
|
285,807
|
0.06
|
0.06
|
Total
tax equivalent adjustment
|
553,360
|
0.12
|
0.12
|
Tax
equivalent interest yield
|
$17,025,836
|
3.71%
|
3.48%
|
|
|
|
Net
|
|
Net Interest
|
|
Interest
|
|
Income
|
Yield
|
Spread
|
GAAP
net interest income
|
$13,338,986
|
3.60%
|
3.43%
|
Tax
equivalent adjustment
|
|
|
|
Federal
funds sold
|
4
|
—
|
—
|
Investment
securities
|
243,510
|
0.07
|
0.07
|
Loans
|
231,536
|
0.06
|
0.06
|
Total
tax equivalent adjustment
|
475,050
|
0.13
|
0.13
|
Tax
equivalent interest yield
|
$13,814,036
|
3.73%
|
3.56%
|
|
|
|
Net
|
|
Net Interest
|
|
Interest
|
|
Income
|
Yield
|
Spread
|
GAAP
net interest income
|
$44,886,510
|
3.55%
|
3.34%
|
Tax
equivalent adjustment
|
|
|
|
Federal
funds sold
|
213
|
—
|
—
|
Investment
securities
|
768,136
|
0.06
|
0.06
|
Loans
|
832,458
|
0.07
|
0.07
|
Total
tax equivalent adjustment
|
1,600,807
|
0.13
|
0.13
|
Tax
equivalent interest yield
|
$46,487,317
|
3.68%
|
3.47%
|
|
|
|
Net
|
|
Net Interest
|
|
Interest
|
|
Income
|
Yield
|
Spread
|
GAAP
net interest income
|
$38,926,969
|
3.68%
|
3.53%
|
Tax
equivalent adjustment
|
|
|
|
Federal
funds sold
|
12
|
—
|
—
|
Investment
securities
|
698,813
|
0.06
|
0.06
|
Loans
|
690,528
|
0.07
|
0.07
|
Total
tax equivalent adjustment
|
1,389,353
|
0.13
|
0.13
|
Tax
equivalent interest yield
|
$40,316,322
|
3.81%
|
3.66%
|
|
Interest Sensitivity Analysis
|
||||
|
September 30, 2017
|
||||
|
Maturing or Repricing
|
||||
|
Within
|
4 - 12
|
1 - 5
|
Over
|
|
|
3 Months
|
Months
|
Years
|
5 Years
|
Total
|
|
(Dollars in thousands)
|
||||
Interest
Earning Assets:
|
|
|
|
|
|
Interest
bearing accounts
|
$30
|
$—
|
$—
|
$—
|
$30
|
Time
deposits in other banks
|
—
|
—
|
—
|
—
|
—
|
Federal
funds sold
|
384
|
—
|
—
|
—
|
384
|
Investment
securities
|
—
|
3,321
|
2,147
|
208,196
|
213,664
|
Loans
|
297,565
|
100,127
|
716,864
|
555,958
|
1,670,514
|
Total
interest earning assets
|
297,979
|
103,448
|
625,763
|
764,154
|
1,791,344
|
Interest
Bearing Liabilities:
|
|
|
|
|
|
Interest-bearing
transaction deposits
|
357,290
|
178,645
|
—
|
—
|
535,935
|
Savings
accounts
|
44,463
|
44,463
|
44,463
|
—
|
133,389
|
Time
deposits
|
95,844
|
201,762
|
246,098
|
—
|
543,704
|
Total
interest-bearing deposits
|
497,597
|
424,870
|
290,561
|
—
|
1,213,028
|
FHLB
advances
|
115,000
|
—
|
—
|
—
|
115,000
|
Other
borrowings
|
37,179
|
—
|
—
|
38,041
|
75,220
|
Total
interest-bearing liabilities
|
649,776
|
424,870
|
290,561
|
38,041
|
1,403,248
|
Period
Gap
|
$(351,797)
|
$(321,422)
|
$335,202
|
$726,113
|
$388,096
|
Cumulative
Gap
|
$(351,797)
|
$(673,219)
|
$(338,017)
|
$388,096
|
|
Cumulative
Gap/Total Assets
|
(17.07) %
|
(32.66) %
|
(16.40) %
|
18.83%
|
|
|
|
|
|
|
|
|
Interest Sensitivity Analysis
|
||||
|
December 31, 2016
|
||||
|
Maturing or Repricing
|
||||
|
Within
|
4 - 12
|
1 - 5
|
Over
|
|
|
3 Months
|
Months
|
Years
|
5 Years
|
Total
|
|
(Dollars in thousands)
|
||||
Interest
Earning Assets:
|
|
|
|
|
|
Interest
bearing accounts
|
$30
|
$—
|
$—
|
$—
|
$30
|
Time
deposits in other banks
|
—
|
—
|
—
|
—
|
—
|
Federal
funds sold
|
248
|
—
|
—
|
—
|
248
|
Investment
securities
|
1,500
|
—
|
4,801
|
193,204
|
199,505
|
Loans
|
229,057
|
87,073
|
681,793
|
368,191
|
1,366,114
|
Total
interest earning assets
|
230,835
|
87,073
|
686,594
|
561,395
|
1,565,897
|
Interest
Bearing Liabilities:
|
|
|
|
|
|
Interest-bearing
transaction deposits
|
288,797
|
144,398
|
—
|
—
|
433,195
|
Savings
accounts
|
33,586
|
33,586
|
33,586
|
—
|
100,758
|
Time
deposits
|
68,952
|
182,481
|
209,163
|
—
|
460,596
|
Total
interest-bearing deposits
|
391,335
|
360,465
|
242,749
|
—
|
994,549
|
FHLB
advances
|
150,000
|
—
|
—
|
—
|
150,000
|
Other
borrowings
|
33,434
|
—
|
—
|
37,843
|
71,277
|
Total
interest-bearing liabilities
|
574,769
|
360,465
|
242,749
|
37,843
|
1,215,826
|
Period
Gap
|
$(343,934)
|
$(273,392)
|
$443,845
|
$523,552
|
$350,071
|
Cumulative
Gap
|
$(343,934)
|
$(617,326)
|
$(173,481)
|
$350,071
|
|
Cumulative
Gap/Total Assets
|
(20.12) %
|
(36.12) %
|
(10.15) %
|
20.48%
|
|
|
|
|
|
|
|
Shares Purchased during the period:
|
Total number ofshares repurchased
|
Average Pricepaid per share
|
Total number ofshare purchased aspart of
publiclyannounced program(1)
|
Maximum number
ofshares that may yet bepurchased under
theprogram (1)
|
|
|
|
|
|
July
1 - Seeptmber 30, 2017
|
—
|
—
|
339,237
|
160,763
|
Agreement and Plan
of Merger, dated as of September 27, 2017, by and between Old Line
Bancshares, Inc. and Bay Bancorp, Inc. (incorporated by reference
from Exhibit 2.1 of the Company's Form 8-K/A filed on September 28,
2017) (the schedules and certain exhibits have been omitted
pursuant to Item 601(b)(2) of Regulation S-K. Old Line Bancshares
undertakes to furnish supplemental copies of any of the omitted
schedules or exhibits upon request by the Securities and Exchange
Commission.)
|
|
|
|
21
|
Subsidiaries of the
registrant
|
|
|
Rule 13a-14(a) Certification
of Chief Executive Officer
|
|
|
|
Rule 13a-14(a) Certification
of Chief Financial Officer
|
|
|
|
Section 1350
Certification of Chief Executive Officer and Chief Financial
Officer
|
|
|
|
101
|
Interactive Data
Files pursuant to Rule 405 of Regulation S-T.
|
|
|
|
|
Old
Line Bancshares, Inc.
|
|
|
|
|
|
|
|
Date:
November 6, 2017
|
By:
|
/s/
James W. Cornelsen
|
|
|
James
W. Cornelsen, President and Chief Executive Officer
|
|
|
(Principal
Executive Officer)
|
|
|
|
|
|
|
Date:
November 6, 2017
|
By:
|
/s/
Elise M. Hubbard
|
|
|
Elise
M. Hubbard, Senior Vice President and Chief Financial
Officer
|
|
|
(Principal
Accounting and Financial Officer)
|