Ameris Bancorp [ABCB] Filings

10-Q 1 abcb-20240630.htm 10-Q abcb-20240630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM			10-Q

(Mark One)


			☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024


			☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Commission File Number:			001-13901


AMERIS BANCORP
(Exact name of registrant as specified in its charter)


Georgia			58-1456434
(State of incorporation)			(IRS Employer ID No.)


3490 Piedmont Rd N.E., Suite 1550
Atlanta	Georgia	30305
(Address of principal executive offices)


(404)			639-6500
(Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $1 per share	ABCB	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	ý	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý

There were 69,067,019 shares of Common Stock outstanding as of August 2, 2024.

AMERIS BANCORP

TABLE OF CONTENTS


		Page

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements.

	Consolidated Balance Sheets as of June 3 0 , 2024 (unaudited) and December 31, 2023	1

	Consolidated Statements of Income and Comprehensive Income for the Three and Six Months Ended June 30, 202 4 and 202 3 (unaudited)	2

	Consolidated Statements of Shareholders’ Equity for the Three and Six Months Ended June 30, 202 4 and 202 3 (unaudited)	3

	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 202 4 and 202 3 (unaudited)	5

	Notes to Unaudited Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	37

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	57

Item 4.	Controls and Procedures.	58

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings.	59

Item 1A.	Risk Factors.	59

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	59

Item 3.	Defaults Upon Senior Securities.	59

Item 4.	Mine Safety Disclosures.	59

Item 5.	Other Information.	59

Item 6.	Exhibits.	60

Signatures		61

Item 1. Financial Statements.

AMERIS BANCORP AND SUBSIDIARIES

Consolidated Balance Sheets

(dollars in thousands, except per share data)


	June 30, 2024 (unaudited)		December 31, 2023
Assets
Cash and due from banks	$	257,297	$	230,470
Interest-bearing deposits in banks	1,104,897		936,834
Cash and cash equivalents	1,362,194		1,167,304


Debt securities available-for-sale, at fair value, net of allowance for credit losses of $68 and $69	1,531,047		1,402,944
Debt securities held-to-maturity, at amortized cost, net of allowance for credit losses of $— and $— (fair value of $128,298 and $122,731)	148,538		141,512
Other investments	96,613		71,794
Loans held for sale, at fair value	570,180		281,332

Loans, net of unearned income	20,992,603		20,269,303
Allowance for credit losses	(336,218)		(307,100)
Loans, net	20,656,385		19,962,203

Other real estate owned, net	2,213		6,199
Premises and equipment, net	213,255		216,435
Goodwill	1,015,646		1,015,646
Other intangible assets, net	79,120		87,949
Cash value of bank owned life insurance	376,458		395,778

Other assets	469,079		454,603
Total assets	$	26,520,728	$	25,203,699

Liabilities
Deposits:
Noninterest-bearing	$	6,649,220	$	6,491,639
Interest-bearing	14,794,923		14,216,870
Total deposits	21,444,143		20,708,509

Other borrowings	946,413		509,586
Subordinated deferrable interest debentures	131,312		130,315
Other liabilities	432,246		428,542
Total liabilities	22,954,114		21,776,952

Commitments and Contingencies (Note 8)

Shareholders’ Equity
Preferred stock, stated value $1,000; 5,000,000 shares authorized; 0 shares issued and outstanding	—		—
Common stock, par value $1; 200,000,000 shares authorized; 72,697,209 and 72,516,079 shares issued, respectively	72,697		72,516
Capital surplus	1,950,846		1,945,385
Retained earnings	1,684,218		1,539,957
Accumulated other comprehensive loss, net of tax	(38,020)		(35,939)
Treasury stock, at cost, 3,630,636 and 3,462,738 shares, respectively	(103,127)		(95,172)
Total shareholders’ equity	3,566,614		3,426,747
Total liabilities and shareholders’ equity	$	26,520,728	$	25,203,699

See notes to unaudited consolidated financial statements.

AMERIS BANCORP AND SUBSIDIARIES

Consolidated Statements of Income and Comprehensive Income (unaudited)

(dollars in thousands, except per share data)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Interest income
Interest and fees on loans	$	317,664	$	292,012	$	621,057	$	563,976
Interest on taxable securities	16,948		15,915		30,040		30,215
Interest on nontaxable securities	335		339		665		678
Interest on deposits in other banks and federal funds sold	12,376		13,686		25,013		22,799
Total interest income	347,323		321,952		676,775		617,668

Interest expense
Interest on deposits	121,245		88,087		239,419		141,269
Interest on other borrowings	14,157		24,325		24,047		55,207
Total interest expense	135,402		112,412		263,466		196,476

Net interest income	211,921		209,540		413,309		421,192
Provision for loan losses	25,348		43,643		50,871		93,019
Provision for unfunded commitments	(6,570)		1,873		(10,992)		2,219
Provision for other credit losses	(5)		—		(1)		7
Provision for credit losses	18,773		45,516		39,878		95,245
Net interest income after provision for credit losses	193,148		164,024		373,431		325,947

Noninterest income
Service charges on deposit accounts	12,672		11,295		24,431		22,231
Mortgage banking activity	46,399		40,742		85,829		72,134
Other service charges, commissions and fees	1,211		975		2,413		1,946
Net gain (loss) on securities	12,335		(6)		12,328		—
Other noninterest income	16,094		14,343		29,588		27,088
Total noninterest income	88,711		67,349		154,589		123,399

Noninterest expense
Salaries and employee benefits	88,201		81,336		171,131		162,246
Occupancy and equipment	12,559		12,522		25,444		25,508
Data processing and communications expenses	15,193		13,451		29,847		26,485
Credit resolution-related expenses	840		848		1,326		1,283
Advertising and marketing	3,571		2,627		6,116		6,159
Amortization of intangible assets	4,407		4,688		8,829		9,394

Loan servicing expense	9,792		8,771		19,231		17,102
Other noninterest expenses	20,794		24,160		42,144		39,647
Total noninterest expense	155,357		148,403		304,068		287,824

Income before income tax expense	126,502		82,970		223,952		161,522
Income tax expense	35,717		20,335		58,855		38,466
Net income	90,785		62,635		165,097		123,056

Other comprehensive income (loss)
Net unrealized holding gains (losses) arising during period on debt securities available-for-sale, net of tax expense (benefit) of $682, $(5,118), $(717) and $(1,399)	1,939		(15,037)		(2,081)		(4,111)



Total other comprehensive income (loss)	1,939		(15,037)		(2,081)		(4,111)
Comprehensive income	$	92,724	$	47,598	$	163,016	$	118,945

Basic earnings per common share	$	1.32	$	0.91	$	2.40	$	1.78
Diluted earnings per common share	$	1.32	$	0.91	$	2.39	$	1.78
Weighted average common shares outstanding
Basic	68,824,150		68,989,549		68,818,618		69,084,746
Diluted	69,013,834		69,034,762		69,010,010		69,191,512

See notes to unaudited consolidated financial statements.

AMERIS BANCORP AND SUBSIDIARIES

Consolidated Statements of Shareholders’ Equity (unaudited)

(dollars in thousands)


	Three Months Ended June 30, 2024

	Common Stock			Capital Surplus		Retained Earnings		Accumulated Other Comprehensive Loss, Net of Tax		Treasury Stock			Total Shareholders' Equity
	Shares	Amount								Shares	Amount
Balance, March 31, 2024	72,683,199	$	72,683	$	1,948,352	$	1,603,832	$	(39,959)	3,567,936	$	(100,170)	$	3,484,738

Issuance of restricted shares	22,013	22		(22)		—		—		—	—		—
Forfeitures of restricted shares	(8,003)	(8)		(173)		—		—		—	—		(181)


Share-based compensation	—	—		2,689		—		—		—	—		2,689
Purchase of treasury shares	—	—		—		—		—		62,700	(2,957)		(2,957)
Net income	—	—		—		90,785		—		—	—		90,785
Dividends on common shares ($0.15 per share)	—	—		—		(10,399)		—		—	—		(10,399)


Other comprehensive income during the period	—	—		—		—		1,939		—	—		1,939
Balance, June 30, 2024	72,697,209	$	72,697	$	1,950,846	$	1,684,218	$	(38,020)	3,630,636	$	(103,127)	$	3,566,614


	Six Months Ended June 30, 2024

	Common Stock			Capital Surplus		Retained Earnings		Accumulated Other Comprehensive Loss, Net of Tax		Treasury Stock			Total Shareholders' Equity
	Shares	Amount								Shares	Amount
Balance, December 31, 2023	72,516,079	$	72,516	$	1,945,385	$	1,539,957	$	(35,939)	3,462,738	$	(95,172)	$	3,426,747

Issuance of restricted shares	125,832	126		(126)		—		—		—	—		—
Issuance of common shares pursuant to PSU agreements	63,301	63		(63)		—		—		—	—		—
Forfeitures of restricted shares	(8,003)	(8)		(173)		—		—		—	—		(181)

Share-based compensation	—	—		5,823		—		—		—	—		5,823
Purchase of treasury shares	—	—		—		—		—		167,898	(7,955)		(7,955)
Net income	—	—		—		165,097		—		—	—		165,097
Dividends on common shares ($0.30 per share)	—	—		—		(20,836)		—		—	—		(20,836)

Other comprehensive loss during the period	—	—		—		—		(2,081)		—	—		(2,081)
Balance, June 30, 2024	72,697,209	$	72,697	$	1,950,846	$	1,684,218	$	(38,020)	3,630,636	$	(103,127)	$	3,566,614


	Three Months Ended June 30, 2023

	Common Stock			Capital Surplus		Retained Earnings		Accumulated Other Comprehensive Loss, Net of Tax		Treasury Stock			Total Shareholders' Equity
	Shares	Amount								Shares	Amount
Balance, March 31, 2023	72,484,210	$	72,484	$	1,937,664	$	1,362,512	$	(35,581)	3,110,347	$	(83,884)	$	3,253,195


Issuance of restricted shares	30,420	31		(31)		—		—		—	—		—


Share-based compensation	—	—		2,232		—		—		—	—		2,232
Purchase of treasury shares	—	—		—		—		—		264,500	(7,990)		(7,990)
Net income	—	—		—		62,635		—		—	—		62,635
Dividends on common shares ($0.15 per share)	—	—		—		(10,405)		—		—	—		(10,405)

Other comprehensive loss during the period	—	—		—		—		(15,037)		—	—		(15,037)
Balance, June 30, 2023	72,514,630	$	72,515	$	1,939,865	$	1,414,742	$	(50,618)	3,374,847	$	(91,874)	$	3,284,630


	Six Months Ended June 30, 2023

	Common Stock			Capital Surplus		Retained Earnings		Accumulated Other Comprehensive Loss, Net of Tax		Treasury Stock			Total Shareholders' Equity
	Shares	Amount								Shares	Amount
Balance, December 31, 2022	72,263,727	$	72,264	$	1,935,211	$	1,311,258	$	(46,507)	2,894,677	$	(74,826)	$	3,197,400

Issuance of restricted shares	131,930	132		(132)		—		—		—	—		—
Issuance of common shares pursuant to PSU agreements	102,973	103		(103)		—		—		—	—		—

Proceeds from exercise of stock options	16,000	16		460		—		—		—	—		476
Share-based compensation	—	—		4,429		—		—		—	—		4,429
Purchase of treasury shares	—	—		—		—		—		480,170	(17,048)		(17,048)
Net income	—	—		—		123,056		—		—	—		123,056
Dividends on common shares ($0.30 per share)	—	—		—		(20,849)		—		—	—		(20,849)
Cumulative effect of change in accounting for credit losses	—	—		—		1,277		—		—	—		1,277
Other comprehensive loss during the period	—	—		—		—		(4,111)		—	—		(4,111)
Balance, June 30, 2023	72,514,630	$	72,515	$	1,939,865	$	1,414,742	$	(50,618)	3,374,847	$	(91,874)	$	3,284,630

See notes to unaudited consolidated financial statements.

AMERIS BANCORP AND SUBSIDIARIES

Consolidated Statements of Cash Flows (unaudited)

(dollars in thousands)


	Six Months Ended June 30,
	2024		2023
Operating Activities
Net income	$	165,097	$	123,056
Adjustments reconciling net income to net cash (used in) provided by operating activities:
Depreciation	9,640		9,409
Net losses on sale or disposal of premises and equipment	9		74

Provision for credit losses	39,878		95,245
Net write-downs and (gains) losses on sale of other real estate owned	(25)		37
Share-based compensation expense	5,642		4,429
Amortization of intangible assets	8,829		9,394
Amortization of operating lease right of use assets	5,037		5,672
Provision for deferred taxes	(10,652)		(10,507)
Net accretion of debt securities available-for-sale	(2,276)		(2,834)
Net accretion of debt securities held-to-maturity	(87)		(88)
Net amortization of other investments	571		753
Net (gain) loss on securities	(12,328)		—
Net amortization (accretion) of fair value marks on purchased loans	648		(464)
Net amortization on other borrowings	137		703
Amortization of subordinated deferrable interest debentures	997		997

Originations of mortgage loans held for sale	(2,115,354)		(1,839,990)
Payments received on mortgage loans held for sale	7,220		8,629
Proceeds from sales of mortgage loans held for sale	1,834,290		1,826,177
Net gains on mortgage loans held for sale	(22,359)		(819)
Originations of SBA loans	(5,364)		(22,506)
Proceeds from sales of SBA loans	5,096		24,972
Net gains on sale of SBA loans	(435)		(1,231)
Increase in cash surrender value of bank owned life insurance	(4,727)		(4,482)
Gain on bank owned life insurance proceeds	(1,464)		(486)


Gain on sale of mortgage servicing rights	(4,713)		—
Gain on debt redemption	(169)		(1,027)
Change attributable to other operating activities	18,380		(949)
Net cash (used in) provided by operating activities	(78,482)		224,164

Investing Activities

Purchases of debt securities available-for-sale	(239,657)		—
Purchases of debt securities held-to-maturity	(8,857)		(8,543)
Proceeds from maturities and paydowns of debt securities available-for-sale	109,314		37,021

Proceeds from maturities and paydowns of debt securities held-to-maturity	1,918		982
Net (increase) decrease in other investments	(13,062)		583
Net increase in loans	(754,421)		(653,613)
Purchases of premises and equipment	(6,712)		(7,881)
Proceeds from sale of premises and equipment	243		19
Proceeds from sales of other real estate owned	7,240		1,955
Proceeds from sale of mortgage servicing rights	30,969		—

Proceeds from bank owned life insurance	2,576		1,890



Net cash used in investing activities	(870,449)		(627,587)

			(Continued)

AMERIS BANCORP AND SUBSIDIARIES

Consolidated Statements of Cash Flows (unaudited)

(dollars in thousands)


	Six Months Ended June 30,
	2024		2023
Financing Activities
Net increase in deposits	$	735,634	$	980,387

Proceeds from other borrowings	3,353,000		10,625,000
Repayment of other borrowings	(2,916,141)		(10,963,423)


Proceeds from exercise of stock options	—		476
Dividends paid - common stock	(20,821)		(20,971)
Purchase of treasury shares	(7,851)		(17,048)
Net cash provided by financing activities	1,143,821		604,421

Net increase in cash and cash equivalents	194,890		200,998
Cash and cash equivalents at beginning of period	1,167,304		1,118,132
Cash and cash equivalents at end of period	$	1,362,194	$	1,319,130

Supplemental Disclosures of Cash Flow Information
Cash paid (received) during the period for:
Interest	$	268,051	$	182,077
Income taxes	56,060		62,186
Loans transferred to other real estate owned	3,229		7,319
Loans transferred from loans held for sale to loans held for investment	8,058		5,374




Right-of-use assets obtained in exchange for new operating lease liabilities	2,376		2,022




Change in unrealized loss on securities available-for-sale, net of tax	(2,081)		(4,111)



			(Concluded)

See notes to unaudited consolidated financial statements.

AMERIS BANCORP AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

June 30, 2024

NOTE 1 – BASIS OF PRESENTATION AND ACCOUNTING POLICIES

Nature of Business

Ameris Bancorp (the “Company” or “Ameris”) is a financial holding company headquartered in Atlanta, Georgia. Ameris conducts substantially all of its operations through its wholly owned banking subsidiary, Ameris Bank (the “Bank”). At June 30, 2024, the Bank operated 164 branches in select markets in Georgia, Alabama, Florida, North Carolina and South Carolina. Our business model capitalizes on the efficiencies of a large financial services company, while still providing the community with the personalized banking service expected by our customers. We manage our Bank through a balance of decentralized management responsibilities and efficient centralized operating systems, products and loan underwriting standards. The Company’s Board of Directors and senior managers establish corporate policy, strategy and administrative policies. Within our established guidelines and policies, the banker closest to the customer responds to the differing needs and demands of his or her unique market.

Basis of Presentation

The accompanying unaudited consolidated financial statements for Ameris have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statement presentation. The interim consolidated financial statements included herein are unaudited but reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the consolidated financial position and results of operations for the interim periods presented. All significant intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the full year. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

In preparing the consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

For purposes of reporting cash flows, cash and cash equivalents include cash on hand, cash items in process of collection, amounts due from banks, interest-bearing deposits in banks and federal funds sold.

Reclassifications

Certain reclassifications of prior year amounts have been made to conform with the current year presentations. The reclassifications had no effect on net income or shareholders' equity as previously reported.

Accounting Standards Adopted in 2024

ASU 2023-02 - Investments - Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method ("ASU 2023-02"). ASU 2023-02 allows entities to elect to account for qualifying tax equity investments using the proportional amortization method, regardless of the program giving rise to the related income tax credit. Previously, this method was only available for qualifying tax equity investments in low-income housing tax credit structures. The Company adopted ASU 2023-02 on January 1, 2024 and adoption did not have a significant impact on the Company's financial position or results of operations.

ASU No. 2023-07 – Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). ASU 2023-07 enhances segment disclosures by requiring inclusion of significant segment expenses, disclosure of the amount and composition of other segment items, previous annual disclosures in interim periods and identification of the position and title of the chief operating decision maker. ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted this standard effective January 1, 2024 and adoption did not have a significant impact on the Company's financial position or results of operations. The adoption will enhance disclosures of reporting segments beginning with the Company's Annual Report on Form 10-K and will be applied on a retrospective basis.

Accounting Standards Pending Adoption

ASU No. 2023-09 - Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU No. 2023-09 provides for enhanced income tax disclosures by, among other things, requiring specific breakout of certain categories in the reconciliation of statutory income tax rate to effective rate, establishing a quantitative threshold for further breakout of reconciling items exceeding the threshold and not already required to be separately disclosed, requiring a qualitative description of the state and local jurisdictions making up the majority (greater than 50%) of the effect of state and local income taxes category, and provide further disaggregation of income taxes paid (net of refunds received) by jurisdiction. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the guidance and it is not expected to have a significant impact on the Company's financial position or results of operations but will increase disclosures of income taxes.

NOTE 2 – INVESTMENT SECURITIES

The amortized cost and estimated fair value of securities available-for-sale along with gross unrealized gains and losses are summarized as follows:


(dollars in thousands) Securities available-for-sale	Amortized Cost		Allowance for Credit Losses		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
June 30, 2024
U.S. Treasuries	$	765,274	$	—	$	142	$	(10,204)	$	755,212
U.S. government-sponsored agencies	1,016		—		—		(35)		981
State, county and municipal securities	27,848		—		—		(1,288)		26,560
Corporate debt securities	10,946		(68)		—		(877)		10,001
SBA pool securities	77,850		—		2		(1,587)		76,265
Mortgage-backed securities	695,603		—		605		(34,180)		662,028
Total debt securities available-for-sale	$	1,578,537	$	(68)	$	749	$	(48,171)	$	1,531,047

December 31, 2023
U.S. Treasuries	$	732,636	$	—	$	34	$	(11,793)	$	720,877
U.S. government-sponsored agencies	1,023		—		—		(38)		985
State, county and municipal securities	28,986		—		9		(944)		28,051
Corporate debt securities	10,946		(69)		—		(850)		10,027
SBA pool securities	53,033		—		2		(1,519)		51,516
Mortgage-backed securities	621,013		—		67		(29,592)		591,488
Total debt securities available-for-sale	$	1,447,637	$	(69)	$	112	$	(44,736)	$	1,402,944

The amortized cost and estimated fair value of securities held-to-maturity along with gross unrealized gains and losses are summarized as follows:


(dollars in thousands) Securities held-to-maturity	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
June 30, 2024


State, county and municipal securities	$	33,664	$	—	$	(5,784)	$	27,880


Mortgage-backed securities	114,874		41		(14,497)		100,418
Total debt securities held-to-maturity	$	148,538	$	41	$	(20,281)	$	128,298



December 31, 2023


State, county and municipal securities	$	31,905	$	—	$	(5,051)	$	26,854


Mortgage-backed securities	109,607		—		(13,730)		95,877
Total debt securities held-to-maturity	$	141,512	$	—	$	(18,781)	$	122,731

The amortized cost and estimated fair value of debt securities available-for-sale and held-to-maturity as of June 30, 2024, by contractual maturity are shown below. Maturities may differ from contractual maturities in mortgage-backed securities because the mortgages underlying these securities may be called or repaid without penalty. Therefore, these securities are not included in the maturity categories in the following maturity summary:


	Available-for-Sale				Held-to-Maturity
(dollars in thousands)	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
Due in one year or less	$	540,310	$	534,603	$	—	$	—
Due from one year to five years	259,375		253,938		—		—
Due from five to ten years	71,452		70,068		—		—
Due after ten years	11,797		10,410		33,664		27,880
Mortgage-backed securities	695,603		662,028		114,874		100,418
	$	1,578,537	$	1,531,047	$	148,538	$	128,298

Securities with a carrying value of approximately $452.4 million and $532.6 million at June 30, 2024 and December 31, 2023, respectively, serve as collateral to secure public deposits and for other purposes required or permitted by law.

The following table shows the gross unrealized losses and estimated fair value of available-for-sale securities aggregated by category and length of time that securities have been in a continuous unrealized loss position at June 30, 2024 and December 31, 2023:


	Less Than 12 Months				12 Months or More				Total
(dollars in thousands) Securities available-for-sale	Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses
June 30, 2024
U.S. Treasuries	$	28,673	$	(354)	$	656,429	$	(9,850)	$	685,102	$	(10,204)
U.S. government-sponsored agencies	—		—		981		(35)		981		(35)
State, county and municipal securities	5,930		(31)		19,545		(1,257)		25,475		(1,288)
Corporate debt securities	499		(1)		8,502		(876)		9,001		(877)
SBA pool securities	57,303		(68)		18,815		(1,519)		76,118		(1,587)
Mortgage-backed securities	60,096		(433)		504,072		(33,747)		564,168		(34,180)
Total debt securities available-for-sale	$	152,501	$	(887)	$	1,208,344	$	(47,284)	$	1,360,845	$	(48,171)

December 31, 2023
U.S. Treasuries	$	159,667	$	(827)	$	537,313	$	(10,966)	$	696,980	$	(11,793)
U.S. government sponsored agencies	—		—		985		(38)		985		(38)
State, county and municipal securities	1,923		—		19,754		(944)		21,677		(944)
Corporate debt securities	500		—		8,527		(850)		9,027		(850)
SBA pool securities	42		—		21,267		(1,519)		21,309		(1,519)
Mortgage-backed securities	126		—		566,707		(29,592)		566,833		(29,592)
Total debt securities available-for-sale	$	162,258	$	(827)	$	1,154,553	$	(43,909)	$	1,316,811	$	(44,736)

As of June 30, 2024, the Company’s available-for-sale security portfolio consisted of 410 securities, 394 of which were in an unrealized loss position. At June 30, 2024, the Company held 303 mortgage-backed securities that were in an unrealized loss position, all of which were issued by U.S. government-sponsored entities and agencies. At June 30, 2024, the Company held 33 U.S. Small Business Administration (“SBA”) pool securities, 25 state, county and municipal securities, seven corporate securities, one U.S. government-sponsored agency security, and 25 U.S. Treasury securities that were in an unrealized loss position.

The following table shows the gross unrealized losses and estimated fair value of held-to-maturity securities aggregated by category and length of time that securities have been in a continuous unrealized loss position at June 30, 2024 and December 31, 2023:


	Less Than 12 Months				12 Months or More				Total
(dollars in thousands) Securities held-to-maturity	Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses
June 30, 2024

State, county and municipal securities	$	1,714	$	(45)	$	26,166	$	(5,739)	$	27,880	$	(5,784)


Mortgage-backed securities	2,528		(8)		88,019		(14,489)		90,547		(14,497)
Total debt securities held-to-maturity	$	4,242	$	(53)	$	114,185	$	(20,228)	$	118,427	$	(20,281)

December 31, 2023

State, county and municipal securities	$	—	$	—	$	26,854	$	(5,051)	$	26,854	$	(5,051)


Mortgage-backed securities	13,612		(227)		82,265		(13,503)		95,877		(13,730)
Total debt securities held-to-maturity	$	13,612	$	(227)	$	109,119	$	(18,554)	$	122,731	$	(18,781)

As of June 30, 2024, the Company’s held-to-maturity security portfolio consisted of 32 securities, 30 of which were in an unrealized loss position. At June 30, 2024, the Company held 22 mortgage-backed securities and eight state, county and municipal securities that were in an unrealized loss position.

At June 30, 2024 and December 31, 2023, all of the Company’s mortgage-backed securities were obligations of government-sponsored agencies.

Management and the Company’s Asset and Liability Committee (the “ALCO Committee”) evaluate available-for-sale securities in an unrealized loss position on at least a quarterly basis, and more frequently when economic or market concerns warrant such evaluation, to determine if credit-related impairment exists. Management first evaluates whether they intend to sell or more likely than not will be required to sell an impaired security before recovering its amortized cost basis. If either criteria is met, the entire amount of unrealized loss is recognized in earnings with a corresponding adjustment to the security's amortized cost basis. If either of the above criteria is not met, management evaluates whether the decline in fair value is attributable to credit or resulted from other factors. The Company does not intend to sell these available-for-sale investment securities at an unrealized loss position at June 30, 2024, and it is more likely than not that the Company will not be required to sell these securities prior to recovery or maturity. Based on the results of management's review, at June 30, 2024, management determined that $68,000 was attributable to credit impairment and an allowance for credit losses was recorded. The remaining $48.2 million in unrealized loss was determined to be from factors other than credit.


(dollars in thousands)	Three Months Ended June 30,				Six Months Ended June 30,
Allowance for credit losses	2024		2023		2024		2023
Beginning balance	$	73	$	82	$	69	$	75
Provision for other credit losses	(5)		—		(1)		7
Ending balance	$	68	$	82	$	68	$	82

The Company's held-to-maturity securities have no expected credit losses, and no related allowance for credit losses has been established.

Total net gain (loss) on securities reported on the consolidated statements of income and comprehensive income is comprised of the following for the three and six months ended June 30, 2024 and 2023:


	Three Months Ended June 30,				Six Months Ended June 30,
(dollars in thousands)	2024		2023		2024		2023

Unrealized holding gains (losses) on equity securities	$	3,957	$	(6)	$	3,950	$	—
Net realized gains on sales of other investments	8,378		—		8,378		—
Net gain (loss) on securities	$	12,335	$	(6)	$	12,328	$	—

NOTE 3 – LOANS AND ALLOWANCE FOR CREDIT LOSSES

Loans are stated at amortized cost. Balances within the major loans receivable categories are presented in the following table:


(dollars in thousands)	June 30, 2024		December 31, 2023
Commercial, financial and agricultural	$	2,860,973	$	2,688,929
Consumer	217,787		241,552
Indirect automobile	16,335		34,257
Mortgage warehouse	1,070,921		818,728
Municipal	454,967		492,668
Premium finance	1,151,261		946,562
Real estate – construction and development	2,336,987		2,129,187
Real estate – commercial and farmland	8,103,634		8,059,754
Real estate – residential	4,779,738		4,857,666
	$	20,992,603	$	20,269,303

Accrued interest receivable on loans is reported in other assets on the consolidated balance sheets totaling $80.0 million and $79.2 million and at June 30, 2024 and December 31, 2023, respectively. The Company had no recorded allowance for credit losses related to accrued interest on loans at both June 30, 2024 and December 31, 2023.

Nonaccrual and Past-Due Loans

A loan is placed on nonaccrual status when, in management’s judgment, the collection of the interest income appears doubtful. Interest receivable that has been accrued and is subsequently determined to have doubtful collectability is charged to interest income. Interest on loans that are classified as nonaccrual is subsequently applied to principal until the loans are returned to accrual status. The Company’s loan policy states that a nonaccrual loan may be returned to accrual status when (i) none of its principal and interest is due and unpaid, and the Company expects repayment of the remaining contractual principal and interest, or (ii) it otherwise becomes well secured and in the process of collection. Restoration to accrual status on any given loan must be supported by a well-documented credit evaluation of the borrower’s financial condition and the prospects for full repayment, approved by the Company’s Chief Credit Officer. Past-due loans are loans whose principal or interest is past due 30 days or more. In some cases, where borrowers are experiencing financial difficulties, loans may be restructured to provide terms significantly different from the original contractual terms.

The following table presents an analysis of loans accounted for on a nonaccrual basis:


(dollars in thousands)	June 30, 2024		December 31, 2023
Commercial, financial and agricultural	$	14,896	$	8,059
Consumer	675		1,153
Indirect automobile	218		299



Real estate – construction and development	3,248		282
Real estate – commercial and farmland	17,900		11,295
Real estate – residential(1)	142,461		130,029
	$	179,398	$	151,117

(1) Included in real estate - residential were $93.5 million and $90.2 million of serviced GNMA-guaranteed nonaccrual loans at June 30, 2024 and December 31, 2023, respectively.

Interest income recognized on nonaccrual loans during the six months ended June 30, 2024 and 2023 was not material.

The following table presents an analysis of nonaccrual loans with no related allowance for credit losses:


(dollars in thousands)	June 30, 2024		December 31, 2023
Commercial, financial and agricultural	$	685	$	2,049





Real estate – construction and development	3,000		—
Real estate – commercial and farmland	1,238		9,109
Real estate – residential	83,515		75,419
	$	88,438	$	86,577

The following table presents an analysis of past-due loans as of June 30, 2024 and December 31, 2023:


(dollars in thousands)	Loans 30-59 Days Past Due		Loans 60-89 Days Past Due		Loans 90 or More Days Past Due		Total Loans Past Due		Current Loans		Total Loans		Loans 90 Days or More Past Due and Still Accruing
June 30, 2024
Commercial, financial and agricultural	$	9,531	$	6,182	$	8,425	$	24,138	$	2,836,835	$	2,860,973	$	4,160
Consumer	1,251		552		225		2,028		215,759		217,787		—
Indirect automobile	70		15		63		148		16,187		16,335		—
Mortgage warehouse	—		—		—		—		1,070,921		1,070,921		—
Municipal	—		—		—		—		454,967		454,967		—
Premium finance	8,773		8,158		11,415		28,346		1,122,915		1,151,261		11,416
Real estate – construction and development	562		337		3,565		4,464		2,332,523		2,336,987		—
Real estate – commercial and farmland	3,989		1,999		5,975		11,963		8,091,671		8,103,634		333
Real estate – residential	58,123		15,248		139,729		213,100		4,566,638		4,779,738		—
Total	$	82,299	$	32,491	$	169,397	$	284,187	$	20,708,416	$	20,992,603	$	15,909

December 31, 2023
Commercial, financial and agricultural	$	11,023	$	5,439	$	9,733	$	26,195	$	2,662,734	$	2,688,929	$	5,310
Consumer	2,155		1,037		498		3,690		237,862		241,552		—
Indirect automobile	153		17		78		248		34,009		34,257		—
Mortgage warehouse	—		—		—		—		818,728		818,728		—
Municipal	—		—		—		—		492,668		492,668		—
Premium finance	12,379		6,832		11,678		30,889		915,673		946,562		11,678
Real estate – construction and development	2,094		—		282		2,376		2,126,811		2,129,187		—
Real estate – commercial and farmland	5,070		1,656		6,352		13,078		8,046,676		8,059,754		—
Real estate – residential	49,976		19,300		127,087		196,363		4,661,303		4,857,666		—
Total	$	82,850	$	34,281	$	155,708	$	272,839	$	19,996,464	$	20,269,303	$	16,988

Collateral-Dependent Loans

Collateral-dependent loans are loans where repayment is expected to be provided substantially through the operation or sale of the collateral when the borrower is experiencing financial difficulty. If the Company determines that foreclosure is probable, these loans are written down to the lower of cost or fair value of the collateral less estimated costs to sell. When repayment is expected to be from the operation of the collateral, the allowance for credit losses is calculated as the amount by which the amortized cost basis of the financial asset exceeds the present value of expected cash flows from the operation of the collateral. The Company may, in the alternative, measure the allowance for credit loss as the amount by which the amortized cost basis of the financial asset exceeds the estimated fair value of the collateral.

The following table presents an analysis of individually evaluated collateral-dependent financial assets and related allowance for credit losses:


	June 30, 2024				December 31, 2023
(dollars in thousands)	Balance		Allowance for Credit Losses		Balance		Allowance for Credit Losses
Commercial, financial and agricultural	$	11,736	$	2,696	$	5,889	$	567




Premium finance	1,832		136		1,990		45
Real estate – construction and development	3,000		—		280		23
Real estate – commercial and farmland	16,614		728		11,114		108
Real estate – residential	26,493		3,093		21,102		2,654
	$	59,675	$	6,653	$	40,375	$	3,397

Credit Quality Indicators

The Company uses a five category risk grading system to assign a risk grade to each loan in the portfolio. The following is a description of the general characteristics of the grades:

Pass – These loans range from minimal to acceptable credit risk to the Company based on factors including creditworthiness of the borrower, current performance and nature of the collateral.

Other Assets Especially Mentioned ("Special Mention") – This grade includes loans that exhibit potential weaknesses that deserve management’s close attention. If left uncorrected, these weaknesses may result in deterioration of the repayment prospects for the asset or in the Company’s credit position at some future date.

Substandard – This grade represents loans which are inadequately protected by the current credit worthiness and paying capacity of the borrower or of the collateral pledged, if any. These assets exhibit a well-defined weakness or are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. These weaknesses may be characterized by past due performance, operating losses or questionable collateral values.

Doubtful – This grade includes loans which exhibit all of the characteristics of a substandard loan with the added provision that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable or improbable.

Loss – This grade is assigned to loans which are considered uncollectible and of such little value that their continuance as active assets of the Bank is not warranted. This classification does not mean that the loan has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing it off.

The following tables present the loan portfolio's amortized cost by class of financing receivable, risk grade and year of origination (in thousands) as of June 30, 2024 and December 31, 2023. Generally, current period renewals of credit are underwritten again at the point of renewal and considered current period originations for purposes of the tables below. The Company had an immaterial amount of revolving loans which converted to term loans and the amortized cost basis of those loans is included in the applicable origination year. There were no loans risk graded doubtful or loss at June 30, 2024 or December 31, 2023.


As of June 30, 2024	Term Loans by Origination Year												Revolving Loans Amortized Cost Basis
	2024		2023		2022		2021		2020		Prior				Total

Commercial, Financial and Agricultural
Risk Grade:
Pass	$	534,839	$	729,004	$	631,819	$	307,287	$	93,751	$	65,315	$	459,680		$	2,821,695
Special mention	—		30		1,298		1,456		1,182		3,409		2,640			10,015
Substandard	84		1,910		3,392		9,882		546		5,591		7,858			29,263


Total commercial, financial and agricultural	$	534,923	$	730,944	$	636,509	$	318,625	$	95,479	$	74,315	$	470,178		$	2,860,973

Current-period gross charge offs	—		11,545		10,486		4,196		1,007		600		—			27,834
Consumer
Risk Grade:
Pass	$	31,494	$	25,079	$	12,646	$	3,856	$	21,129	$	31,061	$	91,257		$	216,522
Special mention	—		—		20		—		6		53		—			79
Substandard	33		239		99		34		177		544		60			1,186


Total consumer	$	31,527	$	25,318	$	12,765	$	3,890	$	21,312	$	31,658	$	91,317		$	217,787

Current-period gross charge offs	35		387		141		18		547		691		198			2,017
Indirect Automobile
Risk Grade:
Pass	$	—	$	—	$	—	$	—	$	—	$	16,002	$	—		$	16,002
Special mention	—		—		—		—		—		29		—			29
Substandard	—		—		—		—		—		304		—			304


Total indirect automobile	$	—	$	—	$	—	$	—	$	—	$	16,335	$	—		$	16,335

Current-period gross charge offs	—		—		—		—		—		104		—			104
Mortgage Warehouse
Risk Grade:
Pass	$	—	$	—	$	—	$	—	$	—	$	—	$	1,070,471		$	1,070,471
Special mention	—		—		—		—		—		—		450			450



Total mortgage warehouse	$	—	$	—	$	—	$	—	$	—	$	—	$	1,070,921		$	1,070,921

Current-period gross charge offs	—		—		—		—		—		—		—			—
Municipal
Risk Grade:
Pass	$	20,042	$	9,167	$	31,822	$	37,541	$	146,128	$	207,646	$	2,621		$	454,967




Total municipal	$	20,042	$	9,167	$	31,822	$	37,541	$	146,128	$	207,646	$	2,621		$	454,967

Current-period gross charge offs	—		—		—		—		—		—		—			—
Premium Finance
Risk Grade:
Pass	$	980,449	$	158,296	$	649	$	451	$	—	$	—	$	—		$	1,139,845

Substandard	3,705		7,699		12		—		—		—		—			11,416


Total premium finance	$	984,154	$	165,995	$	661	$	451	$	—	$	—	$	—		$	1,151,261

Current-period gross charge offs	380		4,183		245		—		—		—		—			4,808


As of June 30, 2024	Term Loans by Origination Year												Revolving Loans Amortized Cost Basis
	2024		2023		2022		2021		2020		Prior				Total

Real Estate – Construction and Development
Risk Grade:
Pass	$	280,290	$	338,310	$	1,065,404	$	432,596	$	35,092	$	94,589	$	83,578		$	2,329,859
Special mention	1,454		1,226		2,931		67		—		290		—			5,968
Substandard	—		79		16		532		—		533		—			1,160


Total real estate – construction and development	$	281,744	$	339,615	$	1,068,351	$	433,195	$	35,092	$	95,412	$	83,578		$	2,336,987

Current-period gross charge offs	—		—		—		—		—		—		—			—
Real Estate – Commercial and Farmland
Risk Grade:
Pass	$	89,702	$	466,153	$	2,081,414	$	2,133,812	$	1,072,326	$	2,010,066	$	95,168		$	7,948,641
Special mention	—		1,359		56		3,502		14,839		76,168		—			95,924
Substandard	—		1,173		17,189		16,438		3,931		20,338		—			59,069


Total real estate – commercial and farmland	$	89,702	$	468,685	$	2,098,659	$	2,153,752	$	1,091,096	$	2,106,572	$	95,168		$	8,103,634

Current-period gross charge offs	—		513		—		—		—		—		—			513
Real Estate - Residential
Risk Grade:
Pass	$	126,638	$	673,422	$	1,352,544	$	1,098,997	$	483,248	$	612,181	$	278,384		$	4,625,414
Special mention	—		12		—		69		162		1,586		1,183			3,012
Substandard	198		16,256		32,774		32,128		26,564		39,705		3,687			151,312


Total real estate - residential	$	126,836	$	689,690	$	1,385,318	$	1,131,194	$	509,974	$	653,472	$	283,254		$	4,779,738

Current-period gross charge offs	—		—		21		—		—		5		—			26
Total Loans
Risk Grade:
Pass	$	2,063,454	$	2,399,431	$	5,176,298	$	4,014,540	$	1,851,674	$	3,036,860	$	2,081,159		$	20,623,416
Special mention	1,454		2,627		4,305		5,094		16,189		81,535		4,273			115,477
Substandard	4,020		27,356		53,482		59,014		31,218		67,015		11,605			253,710


Total loans	$	2,068,928	$	2,429,414	$	5,234,085	$	4,078,648	$	1,899,081	$	3,185,410	$	2,097,037		$	20,992,603
Total current-period gross charge offs	415		16,628		10,893		4,214		1,554		1,400		198			35,302


As of December 31, 2023	Term Loans by Origination Year												Revolving Loans Amortized Cost Basis
	2023		2022		2021		2020		2019		Prior				Total

Commercial, Financial and Agricultural
Risk Grade:
Pass	$	892,951	$	758,471	$	384,830	$	95,055	$	56,447	$	41,095	$	432,472		$	2,661,321
Special mention	—		335		5,722		92		109		451		803			7,512
Substandard	1,512		3,595		3,222		1,140		3,533		5,748		1,346			20,096


Total commercial, financial and agricultural	$	894,463	$	762,401	$	393,774	$	96,287	$	60,089	$	47,294	$	434,621		$	2,688,929

Consumer
Risk Grade:
Pass	$	44,736	$	17,661	$	5,878	$	25,654	$	15,838	$	20,937	$	109,214		$	239,918
Special mention	—		5		—		—		—		26		—			31
Substandard	154		181		41		334		197		531		165			1,603


Total consumer	$	44,890	$	17,847	$	5,919	$	25,988	$	16,035	$	21,494	$	109,379		$	241,552

Indirect Automobile
Risk Grade:
Pass	$	—	$	—	$	—	$	—	$	6,086	$	27,646	$	—		$	33,732

Substandard	—		—		—		—		55		470		—			525


Total indirect automobile	$	—	$	—	$	—	$	—	$	6,141	$	28,116	$	—		$	34,257

Mortgage Warehouse
Risk Grade:
Pass	$	—	$	—	$	—	$	—	$	—	$	—	$	772,366		$	772,366
Special mention	—		—		—		—		—		—		46,362			46,362



Total mortgage warehouse	$	—	$	—	$	—	$	—	$	—	$	—	$	818,728		$	818,728

Municipal
Risk Grade:
Pass	$	14,216	$	27,346	$	48,941	$	177,156	$	14,655	$	208,236	$	2,118		$	492,668




Total municipal	$	14,216	$	27,346	$	48,941	$	177,156	$	14,655	$	208,236	$	2,118		$	492,668

Premium Finance
Risk Grade:
Pass	$	928,930	$	4,038	$	1,916	$	—	$	—	$	—	$	—		$	934,884

Substandard	10,777		901		—		—		—		—		—			11,678


Total premium finance	$	939,707	$	4,939	$	1,916	$	—	$	—	$	—	$	—		$	946,562


As of December 31, 2023	Term Loans by Origination Year												Revolving Loans Amortized Cost Basis
	2023		2022		2021		2020		2019		Prior				Total

Real Estate – Construction and Development
Risk Grade:
Pass	$	457,077	$	938,909	$	505,254	$	58,840	$	54,646	$	30,042	$	81,662		$	2,126,430
Special mention	—		—		—		—		—		479		—			479
Substandard	—		266		1,512		—		—		500		—			2,278


Total real estate – construction and development	$	457,077	$	939,175	$	506,766	$	58,840	$	54,646	$	31,021	$	81,662		$	2,129,187

Real Estate – Commercial and Farmland
Risk Grade:
Pass	$	450,315	$	1,890,498	$	2,133,833	$	1,090,735	$	765,640	$	1,437,323	$	100,206		$	7,868,550
Special mention	—		17,131		53,329		—		30,200		46,370		—			147,030
Substandard	428		418		15,578		2,660		6,106		18,984		—			44,174


Total real estate – commercial and farmland	$	450,743	$	1,908,047	$	2,202,740	$	1,093,395	$	801,946	$	1,502,677	$	100,206		$	8,059,754

Real Estate - Residential
Risk Grade:
Pass	$	714,684	$	1,425,186	$	1,148,092	$	506,137	$	236,147	$	423,648	$	262,968		$	4,716,862
Special mention	13		—		72		201		234		1,411		380			2,311
Substandard	5,057		26,171		28,459		30,566		19,357		25,263		3,620			138,493


Total real estate - residential	$	719,754	$	1,451,357	$	1,176,623	$	536,904	$	255,738	$	450,322	$	266,968		$	4,857,666

Total Loans
Risk Grade:
Pass	$	3,502,909	$	5,062,109	$	4,228,744	$	1,953,577	$	1,149,459	$	2,188,927	$	1,761,006		$	19,846,731
Special mention	13		17,471		59,123		293		30,543		48,737		47,545			203,725
Substandard	17,928		31,532		48,812		34,700		29,248		51,496		5,131			218,847


Total loans	$	3,520,850	$	5,111,112	$	4,336,679	$	1,988,570	$	1,209,250	$	2,289,160	$	1,813,682		$	20,269,303

Allowance for Credit Losses on Loans

The allowance for credit losses represents an allowance for expected losses over the remaining contractual life of the assets. The contractual term does not consider extensions, renewals or modifications. The Company segregates the loan portfolio by type of loan and utilizes this segregation in evaluating exposure to risks within the portfolio.

Loan losses are charged against the allowance when management believes the collection of a loan’s principal is unlikely. Subsequent recoveries are credited to the allowance. Consumer loans are charged off in accordance with the Federal Financial Institutions Examination Council’s (the “FFIEC”) Uniform Retail Credit Classification and Account Management Policy. Commercial loans are charged off when they are deemed uncollectible, which usually involves a triggering event within the collection effort. If the loan is collateral dependent, the loss is more easily identified and is charged off when it is identified, usually based upon receipt of an appraisal. However, when a loan has guarantor support, the Company may carry the estimated loss as a reserve against the loan while collection efforts with the guarantor are pursued. If, after collection efforts with the guarantor are complete, the deficiency is still considered uncollectible, the loss is charged off and any further collections are treated as recoveries. In all situations, when a loan is downgraded to an Asset Quality Rating of 9 (Loss per the regulatory guidance), the uncollectible portion is charged off.

The Company’s methodologies for estimating the allowance for credit losses consider available relevant information about the collectability of cash flows, including information about past events, current conditions, and reasonable and supportable forecasts. The methodologies apply historical loss information, adjusted for asset-specific characteristics, economic conditions at the measurement date, and forecasts about future economic conditions expected to exist through the contractual lives of the financial assets that are reasonable and supportable, to the identified pools of loans with similar risk characteristics for which

the historical loss experience was observed. The Company utilizes a one year reasonable and supportable forecast period. The Company’s methodologies revert back to historical loss information on a straight-line basis over four quarters after the reasonable and supportable forecast period.

During the six months ended June 30, 2024, the allowance for credit losses increased due to the current economic forecast and organic loan growth during the period. The allowance for credit losses was determined at June 30, 2024 using a weighting of two economic forecasts from Moody's in order to align with management's best estimate over the reasonable and supportable forecast period. The Moody's baseline scenario was weighted at 75% and the downside 75th percentile S-2 scenario was weighted at 25%. The allowance for credit losses was determined at December 31, 2023 solely using the Moody's baseline scenario economic forecast. The current forecast reflects, among other things, an increase in forecast levels of multifamily rental vacancies and unemployment, partially offset by a decrease in the severity of commercial real estate price index decline compared with the forecast at December 31, 2023.

The following tables detail activity and end of period balances in the allowance for credit losses by portfolio segment for the periods indicated. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.


Three Months Ended June 30, 2024

(dollars in thousands)	Commercial, Financial and Agricultural		Consumer		Indirect Automobile		Mortgage Warehouse		Municipal		Premium Finance
Balance, March 31, 2024	$	63,804	$	3,903	$	36	$	1,823	$	63	$	616


Provision for loan losses	10,869		263		(149)		319		(3)		594
Loans charged off	(12,539)		(926)		(39)		—		—		(2,802)
Recoveries of loans previously charged off	4,408		211		180		—		—		2,294
Balance, June 30, 2024	$	66,542	$	3,451	$	28	$	2,142	$	60	$	702

	Real Estate – Construction and Development		Real Estate – Commercial and Farmland		Real Estate – Residential		Total
Balance, March 31, 2024	$	72,168	$	110,656	$	66,954	$	320,023


Provision for loan losses	5,269		11,311		(3,125)		25,348
Loans charged off	—		(513)		(26)		(16,845)
Recoveries of loans previously charged off	45		509		45		7,692
Balance, June 30, 2024	$	77,482	$	121,963	$	63,848	$	336,218

Six Months Ended June 30, 2024

(dollars in thousands)	Commercial, Financial and Agricultural		Consumer		Indirect Automobile		Mortgage Warehouse		Municipal		Premium Finance
Balance, December 31, 2023	$	64,053	$	3,902	$	50	$	1,678	$	345	$	602


Provision for loan losses	23,016		1,163		(283)		464		(285)		163
Loans charged off	(27,834)		(2,017)		(104)		—		—		(4,808)
Recoveries of loans previously charged off	7,307		403		365		—		—		4,745
Balance, June 30, 2024	$	66,542	$	3,451	$	28	$	2,142	$	60	$	702

	Real Estate – Construction and Development		Real Estate – Commercial and Farmland		Real Estate – Residential		Total
Balance, December 31, 2023	$	61,017	$	110,097	$	65,356	$	307,100


Provision for loan losses	16,417		11,785		(1,569)		50,871
Loans charged off	—		(513)		(26)		(35,302)
Recoveries of loans previously charged off	48		594		87		13,549
Balance, June 30, 2024	$	77,482	$	121,963	$	63,848	$	336,218


Three Months Ended June 30, 2023

(dollars in thousands)	Commercial, Financial and Agricultural		Consumer		Indirect Automobile		Mortgage Warehouse		Municipal		Premium Finance
Balance, March 31, 2023	$	45,238	$	4,893	$	137	$	1,924	$	354	$	893


Provision for loan losses	15,322		1,513		(199)		411		3		51
Loans charged off	(13,316)		(2,052)		(65)		—		—		(1,848)
Recoveries of loans previously charged off	3,545		194		225		—		—		1,680
Balance, June 30, 2023	$	50,789	$	4,548	$	98	$	2,335	$	357	$	776

	Real Estate – Construction and Development		Real Estate – Commercial and Farmland		Real Estate – Residential		Total
Balance, March 31, 2023	$	42,841	$	87,124	$	59,254	$	242,658


Provision for loan losses	11,276		12,275		2,991		43,643
Loans charged off	—		(3,320)		(69)		(20,670)
Recoveries of loans previously charged off	472		61		263		6,440
Balance, June 30, 2023	$	54,589	$	96,140	$	62,439	$	272,071

Six Months Ended June 30, 2023

(dollars in thousands)	Commercial, Financial and Agricultural		Consumer Installment		Indirect Automobile		Mortgage Warehouse		Municipal		Premium Finance
Balance, December 31, 2022	$	39,455	$	5,413	$	174	$	2,118	$	357	$	1,025
Adjustment to allowance for adoption of ASU 2022-02	(105)		—		—		—		—		—

Provision for loan losses	31,400		1,836		(418)		217		—		(42)
Loans charged off	(25,549)		(3,192)		(99)		—		—		(3,269)
Recoveries of loans previously charged off	5,588		491		441		—		—		3,062
Balance, June 30, 2023	$	50,789	$	4,548	$	98	$	2,335	$	357	$	776

	Real Estate – Construction and Development		Real Estate – Commercial and Farmland		Real Estate – Residential		Total
Balance, December 31, 2022	$	32,659	$	67,433	$	57,043	$	205,677
Adjustment to allowance for adoption of ASU 2022-02	(37)		(722)		(847)		(1,711)

Provision for loan losses	21,395		32,644		5,987		93,019
Loans charged off	—		(3,320)		(197)		(35,626)
Recoveries of loans previously charged off	572		105		453		10,712
Balance, June 30, 2023	$	54,589	$	96,140	$	62,439	$	272,071

Modifications to Borrowers Experiencing Financial Difficulty

The Company periodically provides modifications to borrowers experiencing financial difficulty. These modifications include either payment deferrals, term extensions, interest rate reductions, principal forgiveness or combinations of modification types. The determination of whether the borrower is experiencing financial difficulty is made on the date of the modification. When principal forgiveness is provided, the amount of principal forgiveness is charged off against the allowance for credit losses with a corresponding reduction in the amortized cost basis of the loan.

The following table shows the amortized cost basis of the loans modified to borrowers experiencing financial difficulty, disaggregated by class of financing receivable and type of concession granted during the three and six months ended June 30, 2024, and 2023:


Three Months Ended June 30, 2024
(dollars in thousands)	Payment Deferral		Term Extension		Interest Rate Reduction		Combination of Term Extension and Rate Reduction		Total		Percentage of Total Class of Financial Receivable
Commercial, financial and agricultural	$	625	$	—	$	—	$	—	$	625	—	%







Real estate – residential	—		2,567		503		808		3,878		0.1	%
Total	$	625	$	2,567	$	503	$	808	$	4,503	—	%


Six Months Ended June 30, 2024
(dollars in thousands)	Payment Deferral		Term Extension		Interest Rate Reduction		Combination of Term Extension and Rate Reduction		Total		Percentage of Total Class of Financial Receivable
Commercial, financial and agricultural	$	625	$	—	$	—	$	—	$	625	—	%







Real estate – residential	—		6,093		503		1,341		7,937		0.2	%
Total	$	625	$	6,093	$	503	$	1,341	$	8,562	—	%


Three Months Ended June 30, 2023
(dollars in thousands)	Payment Deferral		Term Extension		Total		Percentage of Total Class of Financial Receivable
Commercial, financial and agricultural	$	380	$	1,997	$	2,377	0.1	%





Real estate – construction and development	—		286		286		—	%
Real estate – commercial and farmland	—		1,206		1,206		—	%

Total	$	380	$	3,489	$	3,869	—	%


Six Months Ended June 30, 2023
(dollars in thousands)	Payment Deferral		Term Extension		Total		Percentage of Total Class of Financial Receivable
Commercial, financial and agricultural	$	1,207	$	1,997	$	3,204	0.1	%





Real estate – construction and development	—		286		286		—	%
Real estate – commercial and farmland	—		1,206		1,206		—	%

Total	$	1,207	$	3,489	$	4,696	—	%

The Company had unfunded commitments to borrowers experiencing financial difficulty for which the Company has modified their loans of $1.5 million at both June 30, 2024 and December 31, 2023.

The following table describes the financial effect of the modifications made to borrowers experiencing financial difficulty during the six months ended June 30, 2024, and 2023:


Six Months Ended June 30, 2024


Payment Deferral
Loan Type						Financial Effect
Commercial, financial and agricultural						Payments were deferred for 16 months.


Term Extension
Loan Type						Financial Effect



Real estate - residential						Maturity dates were extended for a weighted average of 81 months


Interest Rate Reduction
Loan Type						Financial Effect
Real estate - residential						Rate was reduced by 1.625%


Combination of Term Extension and Rate Reduction
Loan Type						Financial Effect
Real estate - residential						Maturity date was extended for a weighted average 112 months and rate was reduced by a weighted average 2.86%


Six Months Ended June 30, 2023
Payment Deferral
Loan Type						Financial Effect
Commercial, financial and agricultural						Payments were reduced approximately 32% for three months before returning to a fully amortizing payment structure thereafter.
Commercial, financial and agricultural						Payments were reduced approximately 73% for four months before requiring full repayment.


Term Extension
Loan Type						Financial Effect
Commercial, financial and agricultural						Maturity dates were extended for an average of 10.5 months.
Real estate – construction and development						Maturity date was extended for 11 months.
Real estate – commercial and farmland						Maturity dates were extended for an average of 10.5 months.

The Company monitors the performance of the loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table depicts the performance of loans that have been modified in the last 12 months:


As of June 30, 2024
(dollars in thousands)	Current		30-59 Days Past Due		60-89 Days Past Due		90 or More Days Past Due		Total
Commercial, financial and agricultural	$	3,667	$	—	$	—	$	—	$	3,667






Real estate – commercial and farmland	3,462		—		—		—		3,462
Real estate – residential	10,463		1,711		1,036		1,259		14,469
Total	$	17,592	$	1,711	$	1,036	$	1,259	$	21,598


As of December 31, 2023
(dollars in thousands)	Current		30-59 Days Past Due		60-89 Days Past Due		90 or More Days Past Due		Total
Commercial, financial and agricultural	$	4,018	$	355	$	—	$	799	$	5,172






Real estate – commercial and farmland	6,692		1,129		—		—		7,821
Real estate – residential	5,113		711		442		1,106		7,372
Total	$	15,823	$	2,195	$	442	$	1,905	$	20,365

The following table provides the amortized cost basis of financing receivables that had a payment default during the three months ended June 30, 2024 and were modified in the 12 months before default to borrowers experiencing financial difficulty.


(dollars in thousands)	Term Extension		Combination of Term Extension and Rate Reduction		Total








Real estate – residential	$	3,337	$	456	$	3,793
Total	$	3,337	$	456	$	3,793

The following table provides the amortized cost basis of financing receivables that had a payment default during the six months ended June 30, 2024 and were modified in the 12 months before default to borrowers experiencing financial difficulty.


(dollars in thousands)	Term Extension		Combination of Term Extension and Rate Reduction		Total








Real estate – residential	$	3,337	$	456	$	3,793
Total	$	3,337	$	456	$	3,793

The following table provides the amortized cost basis of financing receivables that had a payment default during both the three and six months ended June 30, 2023 and were modified in the 12 months before default to borrowers experiencing financial difficulty.


(dollars in thousands)	Term Extension		Total
Commercial, financial and agricultural	$	497	$	497






Real estate – commercial and farmland	500		500

Total	$	997	$	997

NOTE 4 – OTHER BORROWINGS

Other borrowings consist of the following:


(dollars in thousands)	June 30, 2024		December 31, 2023
FHLB borrowings:
Fixed Rate Advance due January 10, 2024; fixed interest rate of 5.450%	$	—	$	50,000
Fixed Rate Advance due January 17, 2024; fixed interest rate of 5.460%	—		100,000
Fixed Rate Advance due July 1, 2024; fixed interest rate of 5.470%	50,000		—
Fixed Rate Advance due July 22, 2024; fixed interest rate of 5.490%	50,000		—
Fixed Rate Advance due July 29, 2024; fixed interest rate of 5.480%	100,000		—
Fixed Rate Advance due July 29, 2024; fixed interest rate of 5.450%	100,000		—
Fixed Rate Advance due August 27, 2024; fixed interest rate of 5.470%	100,000		—
Daily Rate Credit due December 11, 2024, variable interest rate of 5.570%	200,000		—
Fixed Rate Advance due March 3, 2025; fixed interest rate of 1.208%	15,000		15,000
Fixed Rate Advance due March 2, 2027; fixed interest rate of 1.445%	15,000		15,000
Fixed Rate Advance due March 4, 2030; fixed interest rate of 1.606%	15,000		15,000
Fixed Rate Advance due December 9, 2030; fixed interest rate of 4.550%	1,372		1,378
Fixed Rate Advance due December 9, 2030; fixed interest rate of 4.550%	950		954
Principal Reducing Advance due September 29, 2031; fixed interest rate of 3.095%	1,056		1,128

Subordinated notes payable:


Subordinated notes payable due December 15, 2029 net of unamortized debt issuance cost of $1,166 and $1,296, respectively; fixed interest rate of 4.25% through December 14, 2024; variable interest rate thereafter at three-month SOFR plus 2.94%	104,584		106,704
Subordinated notes payable due May 31, 2030 net of unaccreted purchase accounting fair value adjustment of $713 and $784, respectively; fixed interest rate of 5.875% through May 31, 2025; variable interest rate thereafter at three-month SOFR plus 3.63%	74,713		75,784
Subordinated notes payable due October 1, 2030 net of unamortized debt issuance cost of $1,262 and $1,362, respectively; fixed interest rate of 3.875% through September 30, 2025; variable interest rate thereafter at three-month SOFR plus 3.753%	108,738		108,638





Other Debt:
Advance from correspondent bank due November 28, 2024; secured by a loan receivable; variable interest rate at one-month SOFR plus 2.50%	—		10,000
Advance from correspondent bank due December 1, 2025; secured by a loan receivable; variable interest rate at one-month SOFR plus 2.65%	10,000		10,000
	$	946,413	$	509,586

The advances from the FHLB are collateralized by a blanket lien on all eligible first mortgage loans and other specific loans in addition to FHLB stock. At June 30, 2024, $3.88 billion was available for borrowing on lines with the FHLB.

As of June 30, 2024, the Bank maintained credit arrangements with various financial institutions to purchase federal funds up to $127.0 million.

The Bank also participates in the Federal Reserve discount window borrowings program. At June 30, 2024, the Bank had $3.34 billion of loans pledged at the Federal Reserve discount window and had $2.61 billion available for borrowing.

NOTE 5 – ACCUMULATED OTHER COMPREHENSIVE INCOME

Accumulated other comprehensive income (loss) for the Company consists of changes in net unrealized gains and losses on debt securities available-for-sale. The reclassification for gains (losses) on sale of securities included in net income is recorded in net gain (loss) on securities in the consolidated statement of income and comprehensive income.

The following table presents a summary of the accumulated other comprehensive income (loss) balances, net of tax, for the periods indicated:


(dollars in thousands)	Accumulated Other Comprehensive Income (Loss)
Three Months Ended June 30, 2024
Balance, March 31, 2024	$	(39,959)

Unrealized gain on debt securities available-for-sale, net of tax	1,939
Balance, June 30, 2024	$	(38,020)

Three Months Ended June 30, 2023
Balance, March 31, 2023	$	(35,581)

Unrealized loss on debt securities available-for-sale, net of tax	(15,037)
Balance, June 30, 2023	$	(50,618)

Six Months Ended June 30, 2024
Balance, December 31, 2023	$	(35,939)

Unrealized loss on debt securities available-for-sale, net of tax	(2,081)
Balance, June 30, 2024	$	(38,020)

Six Months Ended June 30, 2023
Balance, December 31, 2022	$	(46,507)

Unrealized loss on debt securities available-for-sale, net of tax	(4,111)
Balance, June 30, 2023	$	(50,618)

NOTE 6 – WEIGHTED AVERAGE SHARES OUTSTANDING

Earnings per share have been computed based on the following weighted average number of common shares outstanding:


	Three Months Ended June 30,		Six Months Ended June 30,
	2024	2023	2024	2023
Average common shares outstanding	68,824,150	68,989,549	68,818,618	69,084,746
Common share equivalents:
Stock options	—	—	—	85
Nonvested restricted share grants	89,755	—	101,647	57,055
Performance stock units	99,929	45,213	89,745	49,626
Average common shares outstanding, assuming dilution	69,013,834	69,034,762	69,010,010	69,191,512

There were no anti-dilutive securities excluded from the computation of earnings per share for the three and six months ended June 30, 2024. There were 345,576 and 84,487 anti-dilutive securities excluded from the computation of earnings per share for the three and six months ended June 30, 2023, respectively.

NOTE 7 – FAIR VALUE MEASURES

The fair value of an asset or liability is the current amount that would be exchanged between willing parties, other than in a forced liquidation. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various assets and liabilities. In cases where quoted market prices are not available, fair value is based on discounted cash flows or other valuation techniques. These techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the asset or liability. The accounting standard for disclosures about the fair value

measures excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.

The Company's loans held for sale under the fair value option are comprised of the following:


(dollars in thousands)	June 30, 2024		December 31, 2023
Mortgage loans held for sale	$	569,477	$	281,332
SBA loans held for sale	703		—
Total loans held for sale	$	570,180	$	281,332

The Company has elected to record mortgage loans held for sale at fair value in order to eliminate the complexities and inherent difficulties of achieving hedge accounting and to better align reported results with the underlying economic changes in value of the loans and related hedge instruments. This election impacts the timing and recognition of origination fees and costs, as well as servicing value, which are now recognized in earnings at the time of origination. Interest income on mortgage loans held for sale is recorded on an accrual basis in the consolidated statements of income and comprehensive income under the heading interest income – interest and fees on loans. The servicing value is included in the fair value of the interest rate lock commitments (“IRLCs”) with borrowers. The mark to market adjustments related to mortgage loans held for sale and the associated economic hedges are captured in mortgage banking activities.

Net gains of $2.8 million and $2.4 million resulting from changes in fair value of these mortgage loans were recorded in income during the three and six months ended June 30, 2024, respectively. A net loss of $3.3 million and a net gain of $2.3 million resulting from changes in fair value of these mortgage loans were recorded in income during the three and six months ended June 30, 2023, respectively. Net gains of $534,000 and $7.4 million resulting from changes in the fair value of the related derivative financial instruments used to hedge exposure to the market-related risks associated with these mortgage loans were recorded in income during the three and six months ended June 30, 2024, respectively. For the three and six months ended June 30, 2023, net gains of $7.9 million and $5.1 million, respectively, resulting from changes in the fair value of the related derivative financial instruments were recorded in income. The Company’s valuation of mortgage loans held for sale incorporates an assumption for credit risk; however, given the short-term period that the Company holds these loans, valuation adjustments attributable to instrument-specific credit risk is nominal.

The following table summarizes the difference between the fair value and the principal balance for mortgage loans held for sale measured at fair value as of June 30, 2024 and December 31, 2023:


(dollars in thousands)	June 30, 2024		December 31, 2023
Aggregate fair value of mortgage loans held for sale	$	569,477	$	281,332
Aggregate unpaid principal balance of mortgage loans held for sale	559,626		273,915
Past-due loans of 90 days or more	—		781
Nonaccrual loans	—		781
Unpaid principal balance of nonaccrual loans	—		774

The following table summarizes the difference between the fair value and the principal balance for SBA loans held for sale measured at fair value as of June 30, 2024 and December 31, 2023:


(dollars in thousands)	June 30, 2024		December 31, 2023
Aggregate fair value of SBA loans held for sale	$	703	$	—
Aggregate unpaid principal balance of SBA loans held for sale	627		—

The Company utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Securities available-for-sale, loans held for sale under the fair value option and derivative financial instruments are recorded at fair value on a recurring basis. From time to time, the Company may be required to record at fair value other assets on a nonrecurring basis, such as collateral-dependent loans, loan servicing rights and OREO. Additionally, the Company is required to disclose, but not record, the fair value of other financial instruments.

The following table presents the fair value measurements of assets and liabilities measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall as of June 30, 2024 and December 31, 2023:


	Recurring Basis Fair Value Measurements
	June 30, 2024
(dollars in thousands)	Fair Value		Level 1		Level 2		Level 3
Financial assets:
Debt securities available-for-sale:
U.S. Treasuries	$	755,212	$	755,212	$	—	$	—
U.S. government sponsored agencies	981		—		981		—
State, county and municipal securities	26,560		—		26,560		—
Corporate debt securities	10,001		—		9,056		945
SBA pool securities	76,265		—		76,265		—
Mortgage-backed securities	662,028		—		662,028		—
Loans held for sale	570,180		—		570,180		—
Derivative financial instruments	10,327		—		10,327		—
Mortgage banking derivative instruments	5,255		—		5,255		—
Total recurring assets at fair value	$	2,116,809	$	755,212	$	1,360,652	$	945
Financial liabilities:
Derivative financial instruments	$	10,406	$	—	$	10,406	$	—
Risk participation agreement	24				24

Total recurring liabilities at fair value	$	10,430	$	—	$	10,430	$	—


	Recurring Basis Fair Value Measurements
	December 31, 2023
(dollars in thousands)	Fair Value		Level 1		Level 2		Level 3
Financial assets:
Debt securities available-for-sale:
U.S. Treasuries	$	720,877	$	720,877	$	—	$	—
U.S. government sponsored agencies	985		—		985		—
State, county and municipal securities	28,051		—		28,051		—
Corporate debt securities	10,027		—		9,037		990
SBA pool securities	51,516		—		51,516		—
Mortgage-backed securities	591,488		—		591,488		—
Loans held for sale	281,332		—		281,332		—
Derivative financial instruments	5,937		—		5,937		—
Mortgage banking derivative instruments	3,636		—		3,636		—
Total recurring assets at fair value	$	1,693,849	$	720,877	$	971,982	$	990
Financial liabilities:
Derivative financial instruments	$	6,203	$	—	$	6,203	$	—
Mortgage banking derivative instruments	5,790		—		5,790		—
Total recurring liabilities at fair value	$	11,993	$	—	$	11,993	$	—

The following table presents the fair value measurements of assets measured at fair value on a non-recurring basis, as well as the general classification of such instruments pursuant to the valuation hierarchy as of June 30, 2024 and December 31, 2023:


	Nonrecurring Basis Fair Value Measurements
(dollars in thousands)	Fair Value		Level 1		Level 2		Level 3
June 30, 2024
Collateral-dependent loans	$	53,022	$	—	$	—	$	53,022
Other real estate owned	1,201		—		—		1,201


Total nonrecurring assets at fair value	$	54,223	$	—	$	—	$	54,223

December 31, 2023
Collateral-dependent loans	$	36,978	$	—	$	—	$	36,978
Other real estate owned	5,324		—		—		5,324


Total nonrecurring assets at fair value	$	42,302	$	—	$	—	$	42,302

The inputs used to determine estimated fair value of collateral-dependent loans include market conditions, loan term, underlying collateral characteristics and discount rates. The inputs used to determine fair value of OREO include market conditions, estimated marketing period or holding period, underlying collateral characteristics and discount rates.

For the six months ended June 30, 2024 and the year ended December 31, 2023, there was not a change in the methods and significant assumptions used to estimate fair value.

The following table shows significant unobservable inputs used in the fair value measurement of Level 3 assets:


(dollars in thousands)	Fair Value		Valuation Technique	Unobservable Inputs	Range of Discounts	Weighted Average Discount
June 30, 2024
Recurring:
Debt securities available-for-sale	$	945	Discounted cash flows	Probability of Default	11%	11%
				Loss Given Default	43%	43%
Nonrecurring:
Collateral-dependent loans	$	53,022	Third-party appraisals and discounted cash flows	Collateral discounts and discount rates	15% - 60%	29%
Other real estate owned	$	1,201	Third-party appraisals and sales contracts	Collateral discounts and estimated costs to sell	15% - 32%	17%



December 31, 2023
Recurring:
Debt securities available-for-sale	$	990	Discounted cash flows	Probability of Default	11%	11%
				Loss Given Default	42%	42%
Nonrecurring:
Collateral-dependent loans	$	36,978	Third-party appraisals and discounted cash flows	Collateral discounts and discount rates	11% - 60%	28%
Other real estate owned	$	5,324	Third-party appraisals and sales contracts	Collateral discounts and estimated costs to sell	15% - 33%	22%

The carrying amount and estimated fair value of the Company’s financial instruments, not shown elsewhere in these financial statements, were as follows:


			Fair Value Measurements
			June 30, 2024
(dollars in thousands)	Carrying Amount		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and due from banks	$	257,297	$	257,297	$	—	$	—	$	257,297
Interest-bearing deposits in banks	1,104,897		1,104,897		—		—		1,104,897

Debt securities held-to-maturity	148,538		—		128,298		—		128,298

Loans, net	20,603,363		—		—		20,064,808		20,064,808

Financial liabilities:
Deposits	21,444,143		—		21,446,565		—		21,446,565

Other borrowings	946,413		—		936,511		—		936,511
Subordinated deferrable interest debentures	131,312		—		142,058		—		142,058


			Fair Value Measurements
			December 31, 2023
(dollars in thousands)	Carrying Amount		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and due from banks	$	230,470	$	230,470	$	—	$	—	$	230,470
Interest-bearing deposits in banks	936,834		936,834		—		—		936,834

Debt securities held-to-maturity	141,512		—		122,731		—		122,731
Loans, net	19,925,225		—		—		19,332,899		19,332,899

Financial liabilities:
Deposits	20,708,509		—		20,707,463		—		20,707,463

Other borrowings	509,586		—		501,723		—		501,723
Subordinated deferrable interest debentures	130,315		—		141,407		—		141,407

NOTE 8 – COMMITMENTS AND CONTINGENCIES

Loan Commitments

The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. They involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amount recognized in the Company’s balance sheets.

The Company’s exposure to credit loss is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments. A summary of the Company’s commitments is as follows:


(dollars in thousands)	June 30, 2024		December 31, 2023
Commitments to extend credit	$	3,492,618	$	4,412,818
Unused home equity lines of credit	435,621		386,574
Financial standby letters of credit	43,324		37,546
Mortgage interest rate lock commitments	331,498		171,750

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. These commitments, predominantly at variable interest rates, generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the customer.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements. The credit risk

involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. Collateral is required in instances which the Company deems necessary. The Company has not been required to perform on any material financial standby letters of credit and the Company has not incurred any losses on financial standby letters of credit for the six months ended June 30, 2024 and the year ended December 31, 2023.

The Company maintains an allowance for credit losses on unfunded commitments which is recorded in other liabilities on the consolidated balance sheets. The following table presents activity in the allowance for unfunded commitments for the periods presented:


	Three Months Ended June 30,				Six Months Ended June 30,
(dollars in thousands)	2024		2023		2024		2023
Balance at beginning of period	$	37,136	$	52,757	$	41,558	$	52,411


Provision for unfunded commitments	(6,570)		1,873		(10,992)		2,219
Balance at end of period	$	30,566	$	54,630	$	30,566	$	54,630

Other Commitments

As of June 30, 2024, letters of credit issued by the FHLB totaling $1.0 billion were used to guarantee the Bank’s performance related to a portion of its public fund deposit balances.

Litigation and Regulatory Contingencies

From time to time, the Company and the Bank are subject to various legal proceedings, claims and disputes that arise in the ordinary course of business. The Company and the Bank are also subject to regulatory examinations, information gathering requests, inquiries and investigations in the ordinary course of business. Based on the Company’s current knowledge and advice of counsel, management presently does not believe that the liabilities arising from these legal and regulatory matters will have a material adverse effect on the Company’s consolidated financial condition, results of operations or cash flows. However, it is possible that the ultimate resolution of these legal and regulatory matters could have a material adverse effect on the Company’s results of operations and financial condition for any particular period.

The Company’s management and its legal counsel periodically assess contingent liabilities, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.

NOTE 9 – SEGMENT REPORTING

The Company has the following four reportable segments: Banking Division, Retail Mortgage Division, Warehouse Lending Division and Premium Finance Division. The Banking Division derives its revenues from the delivery of full-service financial services, including commercial loans, consumer loans and deposit accounts. The Retail Mortgage Division derives its revenues from the origination, sales and servicing of one-to-four family residential mortgage loans. The Warehouse Lending Division derives its revenues from the origination and servicing of warehouse lines to other businesses that are secured by underlying one-to-four family residential mortgage loans. The Premium Finance Division derives its revenues from the origination and servicing of commercial insurance premium finance loans.

The Banking, Retail Mortgage, Warehouse Lending and Premium Finance Divisions are managed as separate business units because of the different products and services they provide. The Company evaluates performance and allocates resources based on profit or loss from operations. There are no material intersegment sales or transfers. During the first quarter of 2024, the Company consolidated its former SBA Division into the Banking Division based on the similarity of products and services

offered, customers served and materiality of its operating profit. Prior period segment information for the Banking Division was restated to reflect this consolidation.

The following tables present selected financial information with respect to the Company’s reportable business segments for the three and six months ended June 30, 2024 and 2023:


	Three Months Ended June 30, 2024
(dollars in thousands)	Banking Division		Retail Mortgage Division		Warehouse Lending Division		Premium Finance Division		Total
Interest income	$	243,857	$	59,001	$	19,380	$	25,085	$	347,323
Interest expense	70,320		35,259		13,088		16,735		135,402
Net interest income	173,537		23,742		6,292		8,350		211,921
Provision for credit losses	20,888		(2,882)		359		408		18,773
Noninterest income	37,527		50,145		1,028		11		88,711
Noninterest expense
Salaries and employee benefits	59,923		25,254		1,124		1,900		88,201
Occupancy and equipment	11,474		1,008		7		70		12,559
Data processing and communications expenses	13,756		1,276		59		102		15,193
Other expenses	24,614		13,397		298		1,095		39,404
Total noninterest expense	109,767		40,935		1,488		3,167		155,357
Income before income tax expense	80,409		35,834		5,473		4,786		126,502
Income tax expense	26,090		7,525		1,149		953		35,717
Net income	$	54,319	$	28,309	$	4,324	$	3,833	$	90,785

Total assets	$	18,933,072	$	5,100,837	$	1,089,263	$	1,397,556	$	26,520,728
Goodwill	951,148		—		—		64,498		1,015,646
Other intangible assets, net	74,605		—		—		4,515		79,120


	Three Months Ended June 30, 2023
(dollars in thousands)	Banking Division		Retail Mortgage Division		Warehouse Lending Division		Premium Finance Division		Total
Interest income	$	230,199	$	52,867	$	18,960	$	19,926	$	321,952
Interest expense	56,427		31,450		12,794		11,741		112,412
Net interest income	173,772		21,417		6,166		8,185		209,540
Provision for credit losses	41,255		3,278		411		572		45,516
Noninterest income	26,128		39,808		1,404		9		67,349
Noninterest expense
Salaries and employee benefits	56,512		21,930		772		2,122		81,336
Occupancy and equipment	11,215		1,224		—		83		12,522
Data processing and communications expenses	11,944		1,397		44		66		13,451
Other expenses	27,976		11,859		223		1,036		41,094
Total noninterest expense	107,647		36,410		1,039		3,307		148,403
Income before income tax expense	50,998		21,537		6,120		4,315		82,970
Income tax expense	13,658		4,523		1,285		869		20,335
Net income	$	37,340	$	17,014	$	4,835	$	3,446	$	62,635

Total assets	$	18,532,088	$	4,921,354	$	1,152,690	$	1,194,486	$	25,800,618
Goodwill	951,148		—		—		64,498		1,015,646
Other intangible assets, net	89,335		—		—		7,465		96,800


	Six Months Ended June 30, 2024
(dollars in thousands)	Banking Division		Retail Mortgage Division		Warehouse Lending Division		Premium Finance Division		Total
Interest income	$	478,979	$	114,100	$	35,863	$	47,833	$	676,775
Interest expense	140,974		67,071		23,543		31,878		263,466
Net interest income	338,005		47,029		12,320		15,955		413,309
Provision for credit losses	40,015		(550)		504		(91)		39,878
Noninterest income	63,890		88,910		1,768		21		154,589
Noninterest expense
Salaries and employee benefits	118,839		46,327		2,012		3,953		171,131
Occupancy and equipment	23,227		2,057		14		146		25,444
Data processing and communications expenses	26,940		2,642		84		181		29,847
Other expenses	49,061		25,927		535		2,123		77,646
Total noninterest expense	218,067		76,953		2,645		6,403		304,068
Income before income tax expense	143,813		59,536		10,939		9,664		223,952
Income tax expense	42,118		12,503		2,297		1,937		58,855
Net income	$	101,695	$	47,033	$	8,642	$	7,727	$	165,097


	Six Months Ended June 30, 2023
(dollars in thousands)	Banking Division		Retail Mortgage Division		Warehouse Lending Division		Premium Finance Division		Total
Interest income	$	442,789	$	101,456	$	35,574	$	37,849	$	617,668
Interest expense	91,732		60,012		23,708		21,024		196,476
Net interest income	351,057		41,444		11,866		16,825		421,192
Provision for credit losses	88,291		6,131		217		606		95,245
Noninterest income	50,631		70,866		1,884		18		123,399
Noninterest expense
Salaries and employee benefits	114,263		42,090		1,574		4,319		162,246
Occupancy and equipment	22,858		2,507		1		142		25,508
Data processing and communications expenses	23,778		2,466		90		151		26,485
Other expenses	47,421		23,606		425		2,133		73,585
Total noninterest expense	208,320		70,669		2,090		6,745		287,824
Income before income tax expense	105,077		35,510		11,443		9,492		161,522
Income tax expense	26,687		7,457		2,403		1,919		38,466
Net income	$	78,390	$	28,053	$	9,040	$	7,573	$	123,056

NOTE 10 – DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Mortgage Banking Derivatives

The Company maintains a risk management program to manage interest rate risk and pricing risk associated with its mortgage lending activities. This program includes the use of forward contracts and other derivatives that are used to offset changes in value of the mortgage inventory due to changes in market interest rates. Forward contracts to sell primarily fixed-rate mortgage loans are entered into to reduce the exposure to market risk arising from potential changes in interest rates, which could affect the fair value of mortgage loans held for sale and outstanding interest rate lock commitments, which guarantee a certain interest rate if the loan is ultimately funded or granted by the Company as a mortgage loan held for sale. The commitments to sell mortgage loans are at fixed prices and are scheduled to settle at specified dates.

The Company enters into interest rate lock commitments for residential mortgage loans which commits it to lend funds to a potential borrower at a specific interest rate and within a specified period of time. Interest rate lock commitments that relate to the origination of mortgage loans that, if originated, will be held for sale, are considered derivative financial instruments under applicable accounting guidance. Outstanding interest rate lock commitments expose the Company to the risk that the price of the mortgage loans underlying the commitments may decline due to increases in mortgage interest rates from inception of the rate lock to the funding of the loan and the eventual commitment for sale into the secondary market.

These mortgage banking derivatives are carried at fair value and are not designated in hedge relationships. Fair values are estimated based on changes in mortgage interest rates from the date of the commitments. Changes in the fair values of these mortgage banking derivatives are included as a component of mortgage banking activity in the consolidated statements of income.

Customer Related Derivative Positions

The Company enters into interest rate derivative contracts to facilitate the risk management strategies of certain clients. The Company mitigates this risk largely by entering into equal and offsetting interest rate derivative agreements with highly rated counterparties. The interest rate contracts are free-standing derivatives and are recorded at fair value on the Company's consolidated balance sheets. The credit risk to these clients is evaluated and included in the calculation of fair value. Fair value changes including credit-related adjustments are recorded as a component of other noninterest income.

Risk Participation Agreement

The Company has entered into a risk participation agreement swap, that is associated with a loan participation, where the Company is not the counterparty to the interest rate swap that is associated with the risk participation sold. The interest rate swap mark to market only impacts the Company if the swap is in a liability position to the counterparty and the customer defaults on payments to the counterparty.

The following table reflects the notional amount and fair value of derivative instruments not designated as hedging instruments included in the consolidated balance sheets as of June 30, 2024 and December 31, 2023.


	June 30, 2024						December 31, 2023
			Fair Value						Fair Value
(dollars in thousands)	Notional Amount		Derivative Assets(1)		Derivative Liabilities(2)		Notional Amount		Derivative Assets(1)		Derivative Liabilities(2)
Interest rate contracts(3)	$	826,717	$	10,327	$	10,406	$	736,188	$	5,937	$	6,203
Risk participation agreement	26,163		—		24		26,163		—		65
Mortgage derivatives - interest rate lock commitments	331,498		4,803		—		171,750		3,636		—
Mortgage derivatives - forward contracts related to mortgage loans held for sale	973,024		452		—		663,015		—		5,790

(1)Derivative assets are included in other assets on the consolidated balance sheets.

(2)Derivative liabilities are included in other liabilities on the consolidated balance sheets.

(3)Includes interest rate contracts for client swaps and offsetting positions.

The net gains (losses) relating to changes in fair value from derivative instruments not designated as hedging instruments are summarized below for the three and six months ended June 30, 2024 and 2023.


		Three Months Ended June 30,				Six Months Ended June 30,
(dollars in thousands)	Location	2024		2023		2024		2023
Interest rate contracts(1)	Other noninterest income	$	44	$	105	$	187	$	(221)
Risk participation agreement	Other noninterest income	8		—		41		—
Interest rate lock commitments	Mortgage banking activity	(948)		(2,973)		1,168		2,040
Forward contracts related to mortgage loans held for sale	Mortgage banking activity	1,482		10,919		6,242		3,043

(1)Gain (loss) represents net fair value adjustments (including credit related adjustments) for client swaps and offsetting positions.

NOTE 11 – LOAN SERVICING RIGHTS

The Company sells certain residential mortgage loans and SBA loans to third parties. All such transfers are accounted for as sales and the continuing involvement in the loans sold is limited to certain servicing responsibilities. The Company has also acquired servicing portfolios of residential mortgage and SBA loans. Loan servicing rights are initially recorded at fair value and subsequently recorded at the lower of cost or fair value and are amortized over the remaining service life of the loans, with consideration given to prepayment assumptions. Loan servicing rights are recorded in other assets on the consolidated balance sheets.

The carrying value of the loan servicing rights assets is shown in the table below:


(dollars in thousands)	June 30, 2024		December 31, 2023
Loan Servicing Rights
Residential mortgage	$	145,306	$	171,915
SBA	2,156		2,737

Total loan servicing rights	$	147,462	$	174,652

Residential Mortgage Loans

The Company sells certain first-lien residential mortgage loans to third party investors, primarily the Federal National Mortgage Association (“FNMA”), the Government National Mortgage Association (“GNMA”) and the Federal Home Loan Mortgage Corporation (“FHLMC”). The Company retains the related mortgage servicing rights (“MSRs”) and receives servicing fees on certain of these loans. The net gain on loan sales, MSRs amortization and recoveries/impairment, and ongoing servicing fees on the portfolio of loans serviced for others are recorded in the consolidated statements of income and comprehensive income as part of mortgage banking activity.

During the three- and six-month period ended June 30, 2024, the Company recorded servicing fee income of $17.5 million and $34.7 million, respectively. During the three- and six-month period ended June 30, 2023, the Company recorded servicing fee income of $15.0 million and $29.2 million, respectively. Servicing fee income includes servicing fees, late fees and ancillary fees earned for each period.

The table below is an analysis of the activity in the Company’s MSRs and valuation allowance:


(dollars in thousands)	Three Months Ended June 30,				Six Months Ended June 30,
Residential mortgage servicing rights	2024		2023		2024		2023
Beginning carrying value, net	$	171,968	$	149,986	$	171,915	$	147,014
Additions	7,421		14,731		12,877		22,461

Amortization	(5,264)		(4,696)		(10,667)		(9,454)

Disposals	(28,819)		—		(28,819)		—
Ending carrying value, net	$	145,306	$	160,021	$	145,306	$	160,021

The key metrics and the sensitivity of the fair value to adverse changes in model inputs and/or assumptions are summarized below:


(dollars in thousands)	June 30, 2024			December 31, 2023
Residential mortgage servicing rights
Unpaid principal balance of loans serviced for others	$	10,600,275		$	12,454,454
Composition of residential loans serviced for others:
FHLMC	17.45		%	17.54		%
FNMA	51.20		%	50.51		%
GNMA	31.35		%	31.95		%
Total	100.00		%	100.00		%
Weighted average term (months)	354			355
Weighted average age (months)	35			27
Modeled prepayment speed	6.87		%	8.56		%
Decline in fair value due to a 10% adverse change	(2,708)			(4,492)
Decline in fair value due to a 20% adverse change	(5,959)			(9,444)
Weighted average discount rate	11.18		%	10.98		%
Decline in fair value due to a 10% adverse change	(4,399)			(5,110)
Decline in fair value due to a 20% adverse change	(10,089)			(11,181)

The sensitivity calculations above are hypothetical and should not be considered to be predictive of future performance. As indicated, changes in fair value based on adverse changes in model inputs and/or assumptions generally cannot be extrapolated because the relationship of a change in input or assumption to the change in fair value may not be linear. In addition, the effect of an adverse variation in a particular input or assumption on the value of the residential mortgage servicing rights is calculated without changing any other input or assumption. In reality, a change in another factor may magnify or counteract the effect of the change in the first.

SBA Loans

All sales of SBA loans, consisting of the guaranteed portion, are executed on a servicing retained basis. These loans, which are partially guaranteed by the SBA, are generally secured by business property such as real estate, inventory, equipment and accounts receivable. The net gain on SBA loan sales, amortization and impairment/recoveries of servicing rights, and ongoing servicing fees are recorded in the consolidated statements of income and comprehensive income as part of other noninterest income.

During the three- and six-month period ended June 30, 2024, the Company recorded servicing fee income of $570,000 and $1.2 million, respectively. During the three- and six-month period ended June 30, 2023, the Company recorded servicing fee income of $758,000 and $1.5 million, respectively. Servicing fee income includes servicing fees, late fees and ancillary fees earned for each period.

The table below is an analysis of the activity in the Company’s SBA loan servicing rights and valuation allowance:


(dollars in thousands)	Three Months Ended June 30,				Six Months Ended June 30,
SBA servicing rights	2024		2023		2024		2023
Beginning carrying value, net	$	2,301	$	3,166	$	2,737	$	3,443
Additions	57		271		76		315


Amortization	(202)		(340)		(657)		(661)

Ending carrying value, net	$	2,156	$	3,097	$	2,156	$	3,097


(dollars in thousands)	June 30, 2024			December 31, 2023
SBA servicing rights
Unpaid principal balance of loans serviced for others	$	241,874		$	271,164
Weighted average life (in years)	3.09			3.31
Modeled prepayment speed	22.33		%	20.83		%
Decline in fair value due to a 10% adverse change	(167)			(171)
Decline in fair value due to a 20% adverse change	(318)			(327)
Weighted average discount rate	12.02		%	14.70		%
Decline in fair value due to a 100 basis point adverse change	(61)			(69)
Decline in fair value due to a 200 basis point adverse change	(120)			(135)

The sensitivity calculations above are hypothetical and should not be considered to be predictive of future performance. As indicated, changes in fair value based on adverse changes in model inputs and/or assumptions generally cannot be extrapolated because the relationship of a change in input or assumption to the change in fair value may not be linear. In addition, the effect of an adverse variation in a particular input or assumption on the value of the SBA servicing rights is calculated without changing any other input or assumption. In reality, a change in another factor may magnify or counteract the effect of the change in the first.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Cautionary Note Regarding Forward-Looking Statements

Certain of the statements made in this report are “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions and future performance and involve known and unknown risks, uncertainties and other factors, many of which may be beyond our control and which may cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.

All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as “may,” “will,” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “plan,” “point to,” “project,” “predict,” “could,” “intend,” “target,” “potential” and other similar words and expressions of the future. These forward-looking statements may not be realized due to a variety of factors, including, without limitation, the following: general competitive, economic, unemployment, political and market conditions and fluctuations, including real estate market conditions, and the effects of such conditions and fluctuations on the creditworthiness of borrowers, collateral values, asset recovery values and the value of investment securities; movements in interest rates and their impacts on net interest margin; expectations on credit quality and performance; competitive pressures on product pricing and services; legislative and regulatory changes; changes in U.S. government monetary and fiscal policy; investment security valuation and other performance measures; additional competition in our markets; changes in state and federal banking laws and regulations to which we are subject; financial market conditions and the results of financing efforts; the success and timing of other business strategies; our outlook and long-term goals for future growth; weather events, natural disasters, geopolitical events, acts of war or terrorism or other hostilities, public health crises and other catastrophic events beyond our control; and other factors discussed in our filings with the Securities and Exchange Commission (the “SEC”) under the Exchange Act.

All written or oral forward-looking statements that are made by or are attributable to us are expressly qualified in their entirety by this cautionary notice. Our forward-looking statements apply only as of the date of this report or the respective date of the document from which they are incorporated herein by reference. We have no obligation and do not undertake to update, revise or correct any of the forward-looking statements after the date of this report, or after the respective dates on which such statements otherwise are made, whether as a result of new information, future events or otherwise.

Overview

The following is management’s discussion and analysis of certain significant factors which have affected the financial condition and results of operations of the Company as reflected in the unaudited consolidated balance sheet as of June 30, 2024, as compared with December 31, 2023, and operating results for the three- and six-month periods ended June 30, 2024 and 2023. These comments should be read in conjunction with the Company’s unaudited consolidated financial statements and accompanying notes appearing elsewhere herein.

This discussion contains certain performance measures determined by methods other than in accordance with GAAP. Management of the Company uses these non-GAAP measures in its analysis of the Company’s performance. These measures are useful when evaluating the underlying performance and efficiency of the Company’s operations and balance sheet. The Company’s management believes that these non-GAAP measures provide a greater understanding of ongoing operations, enhance comparability of results with prior periods and demonstrate the effects of significant gains and charges in the current period. The Company’s management believes that investors may use these non-GAAP financial measures to evaluate the Company’s financial performance without the impact of unusual items that may obscure trends in the Company’s underlying performance. These disclosures should not be viewed as a substitute for financial measures determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. Non-GAAP measures include adjusted net income and adjusted net income per diluted share. The Company calculates the regulatory capital ratios using current regulatory report instructions. The Company’s management uses these measures to assess the quality of capital and believes that investors may find them useful in their evaluation of the Company. These capital measures may or may not be necessarily comparable to similar capital measures that may be presented by other companies.

Critical Accounting Policies

There have been no significant changes to our critical accounting policies from those disclosed in our 2023 Annual Report on Form 10-K. The reader should refer to the notes to our consolidated financial statements in our 2023 Annual Report on Form 10-K for a full disclosure of all critical accounting policies.

Results of Operations for the Three Months Ended June 30, 2024 and 2023

Consolidated Earnings and Profitability

Ameris reported net income available to common shareholders of $90.8 million, or $1.32 per diluted share, for the quarter ended June 30, 2024, compared with $62.6 million, or $0.91 per diluted share, for the same period in 2023. The Company’s return on average assets and average shareholders’ equity were 1.41% and 10.34%, respectively, in the second quarter of 2024, compared with 0.98% and 7.63%, respectively, in the second quarter of 2023. During the second quarter of 2024, the Company a recorded pre-tax gain on sale of mortgage servicing rights (MSR) of $4.7 million, a pre-tax gain on conversion of Visa Class B-1 stock of $12.6 million, a pre-tax gain on bank owned life insurance (BOLI) proceeds of $466,000 and an adjustment related to FDIC special assessment of $895,000. Additionally, the Company recorded $4.8 million of tax expense related to BOLI restructuring during the period. Excluding these adjustment items, the Company’s net income would have been $80.8 million, or $1.17 per diluted share, for the second quarter of 2024 and $62.6 million, or $0.91 per diluted share, for the second quarter of 2023.

Below is a reconciliation of adjusted net income to net income, as discussed above.


	Three Months Ended June 30,
(in thousands, except share and per share data)	2024		2023
Net income	$	90,785	$	62,635
Adjustment items:
Gain on sale of MSR	(4,713)		—
Gain on conversion of Visa Class B-1 stock	(12,554)		—
Gain on BOLI proceeds	(466)		—
FDIC special assessment	(895)		—




Tax effect of adjustment items (Note 1)	3,814		—
After tax adjustment items	(14,814)		—
Tax expense attributable to BOLI restructuring	4,792		—
Adjusted net income	$	80,763	$	62,635

Weighted average common shares outstanding - diluted	69,013,834		69,034,762
Net income per diluted share	$	1.32	$	0.91
Adjusted net income per diluted share	$	1.17	$	0.91

Note 1: Tax effect is calculated utilizing a 21% rate for taxable adjustments. Gain on BOLI proceeds is non-taxable and no tax effect is included.

Below is additional information regarding the retail banking activities, mortgage banking activities, warehouse lending activities and premium finance activities of the Company during the second quarter of 2024 and 2023, respectively:


	Three Months Ended June 30, 2024
(dollars in thousands)	Banking Division		Retail Mortgage Division		Warehouse Lending Division		Premium Finance Division		Total
Interest income	$	243,857	$	59,001	$	19,380	$	25,085	$	347,323
Interest expense	70,320		35,259		13,088		16,735		135,402
Net interest income	173,537		23,742		6,292		8,350		211,921
Provision for credit losses	20,888		(2,882)		359		408		18,773
Noninterest income	37,527		50,145		1,028		11		88,711
Noninterest expense
Salaries and employee benefits	59,923		25,254		1,124		1,900		88,201
Occupancy and equipment	11,474		1,008		7		70		12,559
Data processing and communications expenses	13,756		1,276		59		102		15,193
Other expenses	24,614		13,397		298		1,095		39,404
Total noninterest expense	109,767		40,935		1,488		3,167		155,357
Income before income tax expense	80,409		35,834		5,473		4,786		126,502
Income tax expense	26,090		7,525		1,149		953		35,717
Net income	$	54,319	$	28,309	$	4,324	$	3,833	$	90,785


	Three Months Ended June 30, 2023
(dollars in thousands)	Banking Division		Retail Mortgage Division		Warehouse Lending Division		Premium Finance Division		Total
Interest income	$	230,199	$	52,867	$	18,960	$	19,926	$	321,952
Interest expense	56,427		31,450		12,794		11,741		112,412
Net interest income	173,772		21,417		6,166		8,185		209,540
Provision for credit losses	41,255		3,278		411		572		45,516
Noninterest income	26,128		39,808		1,404		9		67,349
Noninterest expense
Salaries and employee benefits	56,512		21,930		772		2,122		81,336
Occupancy and equipment	11,215		1,224		—		83		12,522
Data processing and communications expenses	11,944		1,397		44		66		13,451
Other expenses	27,976		11,859		223		1,036		41,094
Total noninterest expense	107,647		36,410		1,039		3,307		148,403
Income before income tax expense	50,998		21,537		6,120		4,315		82,970
Income tax expense	13,658		4,523		1,285		869		20,335
Net income	$	37,340	$	17,014	$	4,835	$	3,446	$	62,635

Net Interest Income and Margins

The following table sets forth the average balance, interest income or interest expense, and average interest rate for each category of interest-earning assets and interest-bearing liabilities, net interest spread, and net interest margin on average interest-earning assets for the three months ended June 30, 2024 and 2023. Federally tax-exempt income is presented on a taxable-equivalent basis assuming a 21% federal tax rate.


	Quarter Ended June 30,
	2024					2023
(dollars in thousands)	Average Balance		Interest Income/ Expense		Average Yield/ Rate Paid	Average Balance		Interest Income/ Expense		Average Yield/ Rate Paid
Assets
Interest-earning assets:
Interest-bearing deposits in banks	$	899,866	$	12,376	5.53%	$	998,609	$	13,686	5.50%


Investment securities - taxable	1,663,841		16,948		4.10%	1,699,096		15,915		3.76%
Investment securities - nontaxable	41,396		423		4.11%	42,580		430		4.05%
Loans held for sale	491,000		8,189		6.71%	577,606		8,398		5.83%
Loans	20,820,361		310,347		6.00%	20,164,938		284,471		5.66%
Total interest-earning assets	23,916,464		348,283		5.86%	23,482,829		322,900		5.52%
Noninterest-earning assets	2,038,344					2,149,017
Total assets	$	25,954,808				$	25,631,846

Liabilities and Shareholders’ Equity
Interest-bearing liabilities:
Interest-bearing deposits
NOW accounts	$	3,824,538	$	21,020	2.21%	$	3,949,850	$	18,003	1.83%
MMDA	6,251,719		58,332		3.75%	5,002,590		35,224		2.82%
Savings accounts	781,588		984		0.51%	1,009,749		2,296		0.91%
Retail CDs	2,430,416		25,711		4.25%	2,024,014		14,751		2.92%
Brokered CDs	1,167,174		15,198		5.24%	1,393,206		17,813		5.13%
Total interest-bearing deposits	14,455,435		121,245		3.37%	13,379,409		88,087		2.64%
Non-deposit funding
Securities sold under agreements to repurchase	1		—		—%	—		—		—%
FHLB advances	548,251		7,167		5.26%	1,408,855		17,222		4.90%
Other borrowings	307,449		3,574		4.68%	316,626		3,902		4.94%
Subordinated deferrable interest debentures	131,050		3,416		10.48%	129,056		3,201		9.95%
Total non-deposit funding	986,751		14,157		5.77%	1,854,537		24,325		5.26%
Total interest-bearing liabilities	15,442,186		135,402		3.53%	15,233,946		112,412		2.96%
Demand deposits	6,558,427					6,729,789
Other liabilities	423,326					375,062
Shareholders’ equity	3,530,869					3,293,049
Total liabilities and shareholders’ equity	$	25,954,808				$	25,631,846
Interest rate spread					2.33%					2.56%
Net interest income			$	212,881				$	210,488
Net interest margin					3.58%					3.60%

On a tax-equivalent basis, net interest income for the second quarter of 2024 was $212.9 million, an increase of $2.4 million, or 1.14%, compared with $210.5 million reported in the same quarter in 2023. The increase in net interest income is primarily a result of increased yield on loans and investment securities in addition to growth in average earning assets, partially offset by increased cost of funds as market interest rates have risen. Average interest-earning assets increased $433.6 million, or 1.85%, from $23.48 billion in the second quarter of 2023 to $23.92 billion for the second quarter of 2024. This growth in interest-earning assets resulted primarily from organic loan growth. The Company’s net interest margin during the second quarter of 2024 was 3.58%, down two basis points from 3.60% reported in the second quarter of 2023. Loan production amounted to $5.1 billion during the second quarter of 2024, with weighted average yields of 7.45%, compared with $5.3 billion and 7.09%, respectively, during the second quarter of 2023.

Total interest income, on a tax-equivalent basis, increased to $348.3 million during the second quarter of 2024, compared with $322.9 million in the same quarter of 2023. Yields on earning assets increased to 5.86% during the second quarter of 2024,

compared with 5.52% reported in the second quarter of 2023. During the second quarter of 2024, loans comprised 89.1% of average earning assets, compared with 88.3% in the same quarter of 2023. Yields on loans increased to 6.00% in the second quarter of 2024, compared with 5.66% in the same period of 2023.

The yield on interest-bearing deposits increased from 2.64% in the second quarter of 2023 to 3.37% in the second quarter of 2024. The yield on total interest-bearing liabilities increased from 2.96% in the second quarter of 2023 to 3.53% in the second quarter of 2024. Total funding costs, inclusive of noninterest-bearing demand deposits, increased to 2.48% in the second quarter of 2024, compared with 2.05% during the second quarter of 2023. Deposit costs increased from 1.76% in the second quarter of 2023 to 2.32% in the second quarter of 2024. Non-deposit funding costs increased from 5.26% in the second quarter of 2023 to 5.77% in the second quarter of 2024.

Provision for Credit Losses

The Company’s provision for credit losses during the second quarter of 2024 amounted to $18.8 million, compared with $45.5 million in the second quarter of 2023. This decrease was attributable to the updated economic forecast, partially offset by organic loan growth. The provision for credit losses for the second quarter of 2024 was comprised of $25.3 million related to loans, negative $6.6 million related to unfunded commitments and negative $5,000 related to other credit losses, compared with $43.6 million related to loans, $1.9 million related to unfunded commitments and no provision related to other credit losses for the second quarter of 2023. Non-performing assets as a percentage of total assets increased five basis points to 0.74% at June 30, 2024, compared with 0.69% at December 31, 2023. The increase in non-performing assets is primarily attributable to an increase in nonaccrual loans of $28.3 million, partially offset by decreases in other real estate owned and accruing loans delinquent 90 days or more of $4.0 million and $1.1 million, respectively. The Company recognized net charge-offs on loans during the second quarter of 2024 of approximately $9.2 million, or 0.18% of average loans on an annualized basis, compared with net charge-offs of approximately $14.2 million, or 0.28%, in the second quarter of 2023. The Company’s total allowance for credit losses on loans at June 30, 2024 was $336.2 million, or 1.60% of total loans, compared with $307.1 million, or 1.52% of total loans, at December 31, 2023. This increase is primarily attributable to updated forecast economic conditions and organic growth in loans.

Noninterest Income

Total noninterest income for the second quarter of 2024 was $88.7 million, an increase of $21.4 million, or 31.7%, from the $67.3 million reported in the second quarter of 2023. Income from mortgage banking activities was $46.4 million in the second quarter of 2024, an increase of $5.7 million, or 13.9%, from $40.7 million in the second quarter of 2023. Total production in the second quarter of 2024 amounted to $1.33 billion, unchanged from the same quarter of 2023, while gain on sale spread increased to 2.45% in the current quarter, compared with 2.18% in the same quarter of 2023. The retail mortgage open pipeline finished the second quarter of 2024 at $802.2 million, compared with $606.7 million at March 31, 2024 and $652.1 million at the end of the second quarter of 2023.

Service charges on deposit accounts increased $1.4 million, or 12.2%, to $12.7 million in the second quarter of 2024, compared with $11.3 million in the second quarter of 2023. Net gain (loss) on securities increased to $12.3 million in the second quarter of 2024, compared with negative $6,000 in the second quarter of 2023. This increase was primarily due to the conversion of Visa Class B-1 stock resulting in a gain of $12.6 million and related realized gain (loss) on subsequent sales and mark-to-market adjustments post-conversion. Other noninterest income increased $1.8 million, or 12.2%, to $16.1 million for the second quarter of 2024, compared with $14.3 million during the second quarter of 2023. The increase in other noninterest income was primarily attributable to a gain on sale of mortgage servicing rights of $4.7 million, partially offset by a decline in the gain on sale of SBA loans and fee income in our equipment finance division of $843,000 and $414,000, respectively.

Noninterest Expense

Total noninterest expense for the second quarter of 2024 increased $7.0 million, or 4.7%, to $155.4 million, compared with $148.4 million in the same quarter 2023. Salaries and employee benefits increased $6.9 million, or 8.4%, from $81.3 million in the second quarter of 2023 to $88.2 million in the second quarter of 2024, due primarily to increases in variable compensation related to mortgage production of $1.8 million and health insurance costs of $1.2 million and a decrease in deferred origination costs of $1.0 million. Data processing and communications expenses increased $1.7 million, or 13.0%, to $15.2 million in the second quarter of 2024, compared with $13.5 million in the second quarter of 2023. Advertising and marketing expense was $3.6 million in the second quarter of 2024, compared with $2.6 million in the second quarter of 2023, with the increase primarily due to a new deposit marketing campaign initiated in the second quarter of 2024. Amortization of intangible assets decreased $281,000, or 6.0%, from $4.7 million in the second quarter of 2023 to $4.4 million in the second quarter of 2024. This decrease was primarily related to a reduction in core deposit intangible amortization. Loan servicing expenses increased

$1.0 million, or 11.6%, from $8.8 million in the second quarter of 2023 to $9.8 million in the second quarter of 2024, primarily attributable to additional mortgage loans serviced added from mortgage production over the previous year. Other noninterest expenses decreased $3.4 million, or 13.9%, from $24.2 million in the second quarter of 2023 to $20.8 million in the second quarter of 2024, due primarily to a decrease of FDIC insurance expense of $2.2 million and a $2.7 million decrease in other losses, partially offset by an increase in variable expenses tied to mortgage production.

Income Taxes

Income tax expense is influenced by the statutory rate, the amount of taxable income, the amount of tax-exempt income and the amount of nondeductible expenses. For the second quarter of 2024, the Company reported income tax expense of $35.7 million, compared with $20.3 million in the same period of 2023. The Company’s effective tax rate for the three months ended June 30, 2024 and 2023 was 28.2% and 24.5%, respectively. The increase in the effective tax rate is primarily a result of a $4.8 million tax expense related to BOLI surrender during the period.

Results of Operations for the Six Months Ended June 30, 2024 and 2023

Consolidated Earnings and Profitability

Ameris reported net income available to common shareholders of $165.1 million, or $2.39 per diluted share, for the six months ended June 30, 2024, compared with $123.1 million, or $1.78 per diluted share, for the same period in 2023. The Company’s return on average assets and average shareholders’ equity were 1.30% and 9.49%, respectively, in the six months ended June 30, 2024, compared with 0.98% and 7.58%, respectively, in the same period in 2023. During the first six months of 2024, the Company recorded a pre-tax gain on conversion of its Visa Class B-1 stock of $12.6 million, a pre-tax gain on sale of mortgage servicing rights of $4.7 million, a pre-tax FDIC special assessment of $2.0 million and a pre-tax gain on BOLI proceeds of $1.5 million. Additionally, the Company recorded $4.8 million in tax expense attributable to BOLI restructuring. During the first six months of 2023, the Company recorded pre-tax gain on BOLI proceeds of $486,000. Excluding these adjustment items, the Company’s net income would have been $156.4 million, or $2.27 per diluted share, for the six months ended June 30, 2024 and $122.6 million, or $1.77 per diluted share, for the same period in 2023.

Below is a reconciliation of adjusted net income to net income, as discussed above.


	Six Months Ended June 30,
(in thousands, except share and per share data)	2024		2023
Net income available to common shareholders	$	165,097	$	123,056
Adjustment items:

Gain on sale of MSR	(4,713)		—
Gain on conversion of Visa Class B-1 stock	(12,554)		—

Gain on BOLI proceeds	(1,464)		(486)
FDIC special assessment	2,014		—

Tax effect of adjustment items (Note 1)	3,203		—
After tax adjustment items	(13,514)		(486)
Tax expense attributable to BOLI restructuring	4,792		—
Adjusted net income	$	156,375	$	122,570

Weighted average common shares outstanding - diluted	69,010,010		69,191,512
Net income per diluted share	$	2.39	$	1.78
Adjusted net income per diluted share	$	2.27	$	1.77

Note 1: Tax effect is calculated utilizing a 21% rate for taxable adjustments. Gain on BOLI proceeds is non-taxable and no tax effect is included.


	Six Months Ended June 30, 2024
(dollars in thousands)	Banking Division		Retail Mortgage Division		Warehouse Lending Division		Premium Finance Division		Total
Interest income	$	478,979	$	114,100	$	35,863	$	47,833	$	676,775
Interest expense	140,974		67,071		23,543		31,878		263,466
Net interest income	338,005		47,029		12,320		15,955		413,309
Provision for loan losses	40,015		(550)		504		(91)		39,878
Noninterest income	63,890		88,910		1,768		21		154,589
Noninterest expense
Salaries and employee benefits	118,839		46,327		2,012		3,953		171,131
Occupancy and equipment	23,227		2,057		14		146		25,444
Data processing and communications expenses	26,940		2,642		84		181		29,847
Other expenses	49,061		25,927		535		2,123		77,646
Total noninterest expense	218,067		76,953		2,645		6,403		304,068
Income before income tax expense	143,813		59,536		10,939		9,664		223,952
Income tax expense	42,118		12,503		2,297		1,937		58,855
Net income	$	101,695	$	47,033	$	8,642	$	7,727	$	165,097


	Six Months Ended June 30, 2023
(dollars in thousands)	Banking Division		Retail Mortgage Division		Warehouse Lending Division		Premium Finance Division		Total
Interest income	$	442,789	$	101,456	$	35,574	$	37,849	$	617,668
Interest expense	91,732		60,012		23,708		21,024		196,476
Net interest income	351,057		41,444		11,866		16,825		421,192
Provision for loan losses	88,291		6,131		217		606		95,245
Noninterest income	50,631		70,866		1,884		18		123,399
Noninterest expense
Salaries and employee benefits	114,263		42,090		1,574		4,319		162,246
Occupancy and equipment	22,858		2,507		1		142		25,508
Data processing and communications expenses	23,778		2,466		90		151		26,485
Other expenses	47,421		23,606		425		2,133		73,585
Total noninterest expense	208,320		70,669		2,090		6,745		287,824
Income before income tax expense	105,077		35,510		11,443		9,492		161,522
Income tax expense	26,687		7,457		2,403		1,919		38,466
Net income	$	78,390	$	28,053	$	9,040	$	7,573	$	123,056

Net Interest Income and Margins

The following table sets forth the average balance, interest income or interest expense, and average yield/rate paid for each category of interest-earning assets and interest-bearing liabilities, net interest spread, and net interest margin on average interest-earning assets for the six months ended June 30, 2024 and 2023. Federally tax-exempt income is presented on a taxable-equivalent basis assuming a 21% federal tax rate.


	Six Months Ended June 30,
	2024					2023
(dollars in thousands)	Average Balance		Interest Income/ Expense		Average Yield/ Rate Paid	Average Balance		Interest Income/ Expense		Average Yield/ Rate Paid
Assets
Interest-earning assets:
Interest-bearing deposits in banks	$	911,855	$	25,013	5.52%	$	929,496	$	22,799	4.95%
Investment securities - taxable	1,631,773		30,040		3.70%	1,708,222		30,215		3.57%
Investment securities - nontaxable	41,341		841		4.09%	42,814		859		4.05%
Loans held for sale	407,175		13,537		6.69%	534,192		15,405		5.82%
Loans	20,570,520		609,254		5.96%	19,993,794		550,273		5.55%
Total interest-earning assets	23,562,664		678,685		5.79%	23,208,518		619,551		5.38%
Noninterest-earning assets	2,062,284					2,166,794
Total assets	$	25,624,948				$	25,375,312

Liabilities and Shareholders’ Equity
Interest-bearing liabilities:
Interest-bearing deposits
NOW accounts	$	3,827,257	$	41,594	2.19%	$	4,047,484	$	33,036	1.65%
MMDA	6,102,054		112,285		3.70%	4,998,417		63,033		2.54%
Savings accounts	788,738		1,970		0.50%	1,007,693		3,584		0.72%
Retail CDs	2,404,547		50,287		4.21%	1,819,307		22,380		2.48%
Brokered CDs	1,274,278		33,283		5.25%	762,672		19,236		5.09%
Total interest-bearing deposits	14,396,874		239,419		3.34%	12,635,573		141,269		2.25%
Non-deposit funding

FHLB advances	383,920		9,745		5.10%	1,687,286		39,670		4.74%
Other borrowings	307,829		7,453		4.87%	338,912		9,251		5.50%
Subordinated deferrable interest debentures	130,801		6,849		10.53%	128,808		6,286		9.84%
Total non-deposit funding	822,550		24,047		5.88%	2,155,006		55,207		5.17%
Total interest-bearing liabilities	15,219,424		263,466		3.48%	14,790,579		196,476		2.68%
Demand deposits	6,480,864					6,931,852
Other liabilities	427,490					381,094
Shareholders’ equity	3,496,870					3,271,787
Total liabilities and shareholders’ equity	$	25,624,648				$	25,375,312
Interest rate spread					2.31%					2.70%
Net interest income			$	415,219				$	423,075
Net interest margin					3.54%					3.68%

On a tax-equivalent basis, net interest income for the six months ended June 30, 2024 was $415.2 million, a decrease of $7.9 million, or 1.86%, compared with $423.1 million reported in the same period of 2023. The lower net interest income is a result of increased yield on interest-bearing deposits, a shift in deposit mix as interest rates have risen and increased non-deposit funding costs, partially offset by growth in average earning assets and increased associated market rates. Average interest earning assets increased $354.1 million, or 1.53%, from $23.21 billion in the first six months of 2023 to $23.56 billion for the first six months of 2024. This growth in interest earning assets resulted primarily from organic growth in average loans, partially offset by paydowns on the securities portfolio and average loans held for sale. The Company’s net interest margin during the first six months of 2024 was 3.54%, down 14 basis points from 3.68% reported for the first six months of 2023. Loan production amounted to $8.9 billion during the first six months of 2024, with weighted average yields of 7.56%, compared with $9.2 billion and 7.00%, respectively, during the first six months of 2023.

Total interest income, on a tax-equivalent basis, increased to $678.7 million during the six months ended June 30, 2024, compared with $619.6 million in the same period of 2023. Yields on earning assets increased to 5.79% during the first six

months of 2024, compared with 5.38% reported in the same period of 2023. During the first six months of 2024, loans comprised 89.0% of average earning assets, compared with 88.5% in the same period of 2023. Yields on loans increased to 5.96% during the six months ended June 30, 2024, compared with 5.55% in the same period of 2023.

The yield on total interest-bearing liabilities increased from 2.68% during the six months ended June 30, 2023 to 3.48% in the same period of 2024. Total funding costs, inclusive of noninterest-bearing demand deposits, increased to 2.44% in the first six months of 2024, compared with 1.82% during the same period of 2023. Deposit costs increased from 1.46% in the first six months of 2023 to 2.31% in the same period of 2024. Non-deposit funding costs increased from 5.17% in the first six months of 2023 to 5.88% in the same period of 2024.

Provision for Credit Losses

The Company’s provision for credit losses during the six months ended June 30, 2024 amounted to $39.9 million, compared with $95.2 million in the six months ended June 30, 2023. This decrease was primarily attributable to the updated economic forecast during the first six months of 2024. The provision for credit losses for the first six months of 2024 was comprised of $50.9 million related to loans, negative $11.0 million related to unfunded commitments and negative $1,000 related to other credit losses, compared with $93.0 million related to loans, $2.2 million related to unfunded commitments and $7,000 related to other credit losses for the same period in 2023. Non-performing assets as a percentage of total assets increased from 0.69% at December 31, 2023 to 0.74% at June 30, 2024. The increase in non-performing assets is primarily attributable to an increase in nonaccrual loans of $28.3 million, partially offset by decreases in other real estate owned and accruing loans delinquent 90 days or more of $4.0 million and $1.1 million, respectively. Net charge-offs on loans during the first six months of 2024 were $21.8 million, or 0.21% of average loans on an annualized basis, compared with approximately $24.9 million, or 0.25%, in the first six months of 2023. The Company’s total allowance for credit losses on loans at June 30, 2024 was $336.2 million, or 1.60% of total loans, compared with $307.1 million, or 1.52% of total loans, at December 31, 2023. This increase is primarily attributable to organic growth in loans and the updated economic forecast.

Noninterest Income

Total noninterest income for the six months ended June 30, 2024 was $154.6 million, an increase of $31.2 million, or 25.3%, from the $123.4 million reported for the six months ended June 30, 2023. Income from mortgage banking activities increased $13.7 million, or 19.0%, from $72.1 million in the first six months of 2023 to $85.8 million in the same period of 2024. Total production in the first six months of 2024 amounted to $2.24 billion, compared with $2.28 billion in the same period of 2023, while gain on sale spread increased to 2.47% during the six months ended June 30, 2024, compared with 2.09% in the same period of 2023. The retail mortgage open pipeline was $802.2 million at June 30, 2024, compared with $400.1 million at December 31, 2023 and $652.1 million at June 30, 2023.

Net gain (loss) on securities increased to $12.3 million for the six months ended June 30, 2024, compared with no such gain or loss for the six months ended June 30, 2023. This increase was primarily due to the conversion of Visa Class B-1 stock resulting in a gain of $12.6 million and related realized gain (loss) on subsequent sales and mark-to-market adjustments post-conversion. Other noninterest income increased $2.5 million, or 9.2%, to $29.6 million for the first six months of 2024, compared with $27.1 million during the same period of 2023. The increase in other noninterest income was primarily attributable to a gain on sale of mortgage servicing rights of $4.7 million, partially offset by a decline in derivative fee income of $1.7 million and a decline in the gain on sale of SBA loans of $795,000.

Noninterest Expense

Total noninterest expenses for the six months ended June 30, 2024 increased $16.2 million, or 5.6%, to $304.1 million, compared with $287.8 million in the same period of 2023. Salaries and employee benefits increased $8.9 million, or 5.5%, from $162.2 million in the first six months of 2023 to $171.1 million in the same period of 2024, due primarily to increases in variable compensation related to mortgage production of $1.7 million, health insurance costs of $1.7 million and stock-based compensation of $1.2 million in addition to a reduction in deferred origination costs of $2.0 million. Data processing and communications expenses increased $3.4 million, or 12.7%, to $29.8 million in the first six months of 2024, from $26.5 million reported in the same period of 2023. Amortization of intangible assets decreased $565,000, or 6.0%, from $9.4 million in the first six months of 2023 to $8.8 million in the first six months of 2024. This decrease was primarily related to a reduction in core deposit intangible amortization. Loan servicing expenses increased $2.1 million, or 12.4%, from $17.1 million in the first six months of 2023 to $19.2 million in the same period of 2024, primarily attributable to additional mortgage loans serviced added from mortgage production over the previous year. Other noninterest expenses increased $2.5 million, or 6.3%, from $39.6 million in the first six months of 2023 to $42.1 million in the same period of 2024, due primarily to $2.0 million in FDIC special assessment expenses as well as a $3.5 million increase in business license expense. These increases in other noninterest

expenses were partially offset by decreases from the first six months of 2023 in legal and other professional fees of $1.4 million, fraud/forgery losses of $530,000 and other losses of $2.7 million.

Income Taxes

Income tax expense is influenced by the statutory rate, the amount of taxable income, the amount of tax-exempt income and the amount of nondeductible expenses. For the six months ended June 30, 2024, the Company reported income tax expense of $58.9 million, compared with $38.5 million in the same period of 2023. The Company’s effective tax rate for the six months ended June 30, 2024 and 2023 was 26.3% and 23.8%, respectively. The increase in the effective tax rate is primarily a result of a $4.8 million tax expense related to BOLI restructuring during the period.

Financial Condition as of June 30, 2024

Securities

Debt securities classified as available-for-sale are recorded at fair value with unrealized holding gains and losses excluded from earnings and reported in accumulated other comprehensive income, net of the related deferred tax effect. Securities available-for-sale may be bought and sold in response to changes in market conditions, including, but not limited to, fluctuations in interest rates, changes in securities' prepayment risk, increases in loan demand, general liquidity needs and positioning the portfolio to take advantage of market conditions that create more economically attractive returns. Debt securities which are classified as held-to-maturity are done so based on management's positive intent and ability to hold such securities to maturity and are carried at amortized cost. Restricted equity securities are classified as other investment securities and are carried at cost and are periodically evaluated for impairment based on the ultimate recovery of par value or cost basis.

The amortization of premiums and accretion of discounts are recognized in interest income using methods approximating the interest method over the expected life of the securities. Realized gains and losses, determined on the basis of the cost of specific securities sold, are included in earnings on the trade date.

Management and the Company’s ALCO Committee evaluate available-for-sale securities in an unrealized loss position on at least a quarterly basis, and more frequently when economic or market concerns warrant such evaluation, to determine if credit-related impairment exists. Management first evaluates whether they intend to sell or more likely than not will be required to sell an impaired security before recovering its amortized cost basis. If either criteria is met, the entire amount of unrealized loss is recognized in earnings with a corresponding adjustment to the security's amortized cost basis. If neither of the above criteria is met, management evaluates whether the decline in fair value is attributable to credit or resulted from other factors. If credit-related impairment exists, the Company recognizes an allowance for credit losses, limited to the amount by which the fair value is less than the amortized cost basis of the security. Any impairment not recognized through an allowance for credit losses is recognized in other comprehensive income, net of tax, as a non credit-related impairment. The Company does not intend to sell these available-for-sale investment securities at an unrealized loss position at June 30, 2024, and it is more likely than not that the Company will not be required to sell these securities prior to recovery or maturity. Based on the results of management's review, at June 30, 2024, management determined that $68,000 was attributable to credit impairment and, accordingly, an allowance for credit losses was established. The remaining $48.2 million in unrealized loss was determined to be from factors other than credit.

The Company's held-to-maturity securities have no expected credit losses, and no related allowance for credit losses has been established.

The following table is a summary of our investment portfolio at the dates indicated:


	June 30, 2024				December 31, 2023
(dollars in thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Securities available-for-sale
U.S. Treasuries	$	765,274	$	755,212	$	732,636	$	720,877
U.S. government-sponsored agencies	1,016		981		1,023		985
State, county and municipal securities	27,848		26,560		28,986		28,051
Corporate debt securities	10,946		10,001		10,946		10,027
SBA pool securities	77,850		76,265		53,033		51,516
Mortgage-backed securities	695,603		662,028		621,013		591,488
Total debt securities available-for-sale	$	1,578,537	$	1,531,047	$	1,447,637	$	1,402,944

Securities held-to-maturity

State, county and municipal securities	$	33,664	$	27,880	$	31,905	$	26,854


Mortgage-backed securities	114,874		100,418		109,607		95,877
Total debt securities held-to-maturity	$	148,538	$	128,298	$	141,512	$	122,731

The amounts of securities available-for-sale and held-to-maturity in each category as of June 30, 2024 are shown in the following table according to contractual maturity classifications: (i) one year or less; (ii) after one year through five years; (iii) after five years through ten years; and (iv) after ten years:


	U.S. Treasuries				U.S. Government-Sponsored Agencies				State, County and Municipal Securities
(dollars in thousands) Securities available-for-sale (1)	Amount		Yield (2)		Amount		Yield (2)		Amount		Yield (2)(3)
One year or less	$	528,935	3.43	%	$	—	—	%	$	4,698	3.95	%
After one year through five years	226,277		3.06		981		2.16		14,633		3.93
After five years through ten years	—		—		—		—		7,229		3.94
After ten years	—		—		—		—		—		—
	$	755,212	3.32	%	$	981	2.16	%	$	26,560	3.93	%

	Corporate Debt Securities				SBA Pool Securities				Mortgage-Backed Securities
(dollars in thousands) Securities available-for-sale (1)	Amount		Yield (2)		Amount		Yield (2)		Amount		Yield (2)
One year or less	$	—	—	%	$	971	2.27	%	$	11,380	2.61	%
After one year through five years	8,671		6.80		3,376		2.23		286,162		3.12
After five years through ten years	—		—		62,838		5.65		38,655		2.97
After ten years	1,330		8.58		9,080		3.25		325,831		4.04
	$	10,001	7.11	%	$	76,265	5.15	%	$	662,028	3.56	%

	State, County and Municipal Securities				Mortgage-Backed Securities
(dollars in thousands) Securities held-to-maturity (1)	Amount		Yield (2)(3)		Amount		Yield (2)
One year or less	$	—	—	%	$	—	—	%
After one year through five years	—		—		12,780		1.91
After five years through ten years	—		—		70,794		2.74
After ten years	33,664		3.95		31,300		2.58
	$	33,664	3.95	%	$	114,874	2.60	%

(1)The amortized cost of securities held-to-maturity and fair value of securities available-for-sale are presented based on contractual maturities. Actual cash flows may differ from contractual maturities because borrowers may have the right to prepay obligations without prepayment penalties.

(2)Yields were computed using coupon interest, adding discount accretion or subtracting premium amortization, as appropriate, on a ratable basis over the life of each security. The weighted average yield for each maturity range was computed using the amortized cost of each security in that range.

(3)Yields on securities of state and political subdivisions are stated on a taxable-equivalent basis, using a tax rate of 21%.

Loans and Allowance for Credit Losses

At June 30, 2024, gross loans outstanding (including loans and loans held for sale) were $21.56 billion, up $1.01 billion from $20.55 billion reported at December 31, 2023. Loans increased $723.3 million, or 3.6%, from $20.27 billion at December 31, 2023 to $20.99 billion at June 30, 2024, driven by organic growth. Loans held for sale increased from $281.3 million at December 31, 2023 to $570.2 million at June 30, 2024 primarily in our mortgage division.

The Company regularly monitors the composition of the loan portfolio to evaluate the adequacy of the allowance for credit losses ("ACL") on loans in light of the impact that changes in the economic environment may have on the loan portfolio. The Company focuses on the following loan categories: (1) commercial, financial and agricultural; (2) consumer; (3) indirect automobile; (4) mortgage warehouse; (5) municipal; (6) premium finance; (7) construction and development related real estate; (8) commercial and farmland real estate; and (9) residential real estate. The Company’s management has strategically located its branches in select markets in Georgia, Alabama, Florida, North Carolina and South Carolina to take advantage of the growth in these areas.

The Company’s risk management processes include a loan review program designed to evaluate the credit risk in the loan portfolio and ensure credit grade accuracy. Through the loan review process, the Company conducts (1) a loan portfolio summary analysis, (2) charge-off and recovery analysis, (3) trends in accruing problem loan analysis, and (4) problem and past-due loan analysis. This analysis process serves as a tool to assist management in assessing the overall quality of the loan portfolio and the adequacy of the ACL. Loans classified as “substandard” are loans which are inadequately protected by the current sound worth and paying capacity of the borrower or of the collateral pledged. These assets exhibit a well-defined weakness or are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. These weaknesses may be characterized by past due performance, operating losses and/or questionable collateral values. Loans classified as “doubtful” are those loans that have characteristics similar to substandard loans but have an increased risk of loss. Loans classified as “loss” are those loans which are considered uncollectible and are in the process of being charged off.

The Company estimates the ACL on loans based on the underlying assets’ amortized cost basis, which is the amount at which the financing receivable is originated or acquired, adjusted for applicable accretion or amortization of premium, discount, and net deferred fees or costs, collection of cash, and charge-offs. In the event that collection of principal becomes uncertain, the Company has policies in place to reverse accrued interest in a timely manner. Therefore, the Company has made a policy election to exclude accrued interest from the measurement of ACL.

Expected credit losses are reflected in the ACL through a charge to credit loss expense. When the Company deems all or a portion of a financial asset to be uncollectible the appropriate amount is written off and the ACL is reduced by the same amount. The Company applies judgment to determine when a financial asset is deemed uncollectible; however, generally speaking, an asset will be considered uncollectible no later than when all efforts at collection have been exhausted. Subsequent recoveries, if any, are credited to the ACL when received.

The Company measures expected credit losses of financial assets on a collective (pool) basis, when the financial assets share similar risk characteristics. Depending on the nature of the pool of financial assets with similar risk characteristics, the Company currently uses the DCF method or the PD×LGD method which may be adjusted for qualitative factors.

The Company’s methodologies for estimating the ACL consider available relevant information about the collectability of cash flows, including information about past events, current conditions, and reasonable and supportable forecasts. The methodologies apply historical loss information, adjusted for asset-specific characteristics, economic conditions at the measurement date, and forecasts about future economic conditions expected to exist through the contractual lives of the financial assets that are reasonable and supportable, to the identified pools of financial assets with similar risk characteristics for which the historical loss experience was observed. The Company’s methodologies revert back to historical loss information on a straight-line basis over four quarters when the Company can no longer develop reasonable and supportable forecasts.

At the end of the second quarter of 2024, the ACL on loans totaled $336.2 million, or 1.60% of loans, compared with $307.1 million, or 1.52% of loans, at December 31, 2023. Our nonaccrual loans increased from $151.1 million at December 31, 2023 to $179.4 million at June 30, 2024. For the first six months of 2024, our net charge off ratio as a percentage of average loans decreased to 0.21%, compared with 0.25% for the first six months of 2023. The total provision for credit losses for the first six months of 2024 was $39.9 million, decreasing from a provision of $95.2 million recorded for the first six months of 2023. Our ratio of total nonperforming assets to total assets was up five basis points from 0.69% at December 31, 2023 to 0.74% at June 30, 2024.

The following table presents an analysis of the allowance for credit losses on loans, provision for credit losses on loans and net charge-offs as of and for the six months ended June 30, 2024 and 2023:


	Six Months Ended June 30,
(dollars in thousands)	2024		2023
Balance of allowance for credit losses on loans at beginning of period	$	307,100	$	205,677
Adjustment to allowance for adoption of ASU 2022-02	—		(1,711)
Provision charged to operating expense	50,871		93,019
Charge-offs:
Commercial, financial and agricultural	27,834		25,549
Consumer	2,017		3,192
Indirect automobile	104		99


Premium finance	4,808		3,269

Real estate – commercial and farmland	513		3,320
Real estate – residential	26		197
Total charge-offs	35,302		35,626

Recoveries:
Commercial, financial and agricultural	7,307		5,588
Consumer	403		491
Indirect automobile	365		441


Premium finance	4,745		3,062
Real estate – construction and development	48		572
Real estate – commercial and farmland	594		105
Real estate – residential	87		453
Total recoveries	13,549		10,712
Net charge-offs	21,753		24,914
Balance of allowance for credit losses on loans at end of period	$	336,218	$	272,071

The following table presents an analysis of the allowance for credit losses on loans and net charge-offs for loans held for investment:


	As of and for the Six Months Ended
(dollars in thousands)	June 30, 2024			June 30, 2023
Allowance for credit losses on loans at end of period	$	336,218		$	272,071
Net charge-offs for the period	21,753			24,914
Loan balances:
End of period	20,992,603			20,471,759
Average for the period	20,570,520			19,993,794
Net charge-offs as a percentage of average loans (annualized)	0.21		%	0.25		%
Allowance for credit losses on loans as a percentage of end of period loans	1.60		%	1.33		%

Loans

Loans are stated at amortized cost. Balances within the major loans receivable categories are presented in the following table:


(dollars in thousands)	June 30, 2024		December 31, 2023
Commercial, financial and agricultural	$	2,860,973	$	2,688,929
Consumer	217,787		241,552
Indirect automobile	16,335		34,257
Mortgage warehouse	1,070,921		818,728
Municipal	454,967		492,668
Premium finance	1,151,261		946,562
Real estate – construction and development	2,336,987		2,129,187
Real estate – commercial and farmland	8,103,634		8,059,754
Real estate – residential	4,779,738		4,857,666
	$	20,992,603	$	20,269,303

Commercial real estate (“CRE”) represents the Company's largest loan category. The Company regularly monitors its CRE portfolio against regulatory concentration limits. Additionally, the Company manages its risk in the CRE portfolio through, among other things, established policy limits on loan-to-value or loan-to-cost at or below applicable regulatory guidance, use of internal lending limits on single loans to minimize exposure to a given project, annual reviews of borrowers and guarantors above certain total credit exposure thresholds, minimum required debt service coverage ratios and borrower equity levels. Exceptions to policy must be approved by an individual or committee with appropriate approval authority.

A summary of the Company's CRE portfolio by loan type and credit quality indicator as of June 30, 2024 and December 31, 2023 is below:


June 30, 2024 (dollars in thousands)	Pass		Other Assets Especially Mentioned		Substandard		Total
Farmland	$	142,683	$	2,263	$	597	$	145,543
Multifamily residential	1,163,209		116		—		1,163,325
Owner occupied CRE	1,841,493		6,021		44,336		1,891,850
Non-owner occupied CRE	4,801,256		87,524		14,136		4,902,916
Total real estate - commercial and farmland	$	7,948,641	$	95,924	$	59,069	$	8,103,634


December 31, 2023 (dollars in thousands)	Pass		Other Assets Especially Mentioned		Substandard		Total
Farmland	$	158,456	$	—	$	635	$	159,091
Multifamily residential	877,970		50,000		—		927,970
Owner occupied CRE	1,858,658		29,668		27,114		1,915,440
Non-owner occupied CRE	4,973,466		67,362		16,425		5,057,253
Total real estate - commercial and farmland	$	7,868,550	$	147,030	$	44,174	$	8,059,754

The Company's non-owner occupied portfolio is well diversified. Below is a summary of the non-owner occupied CRE portfolio by property type as of June 30, 2024 and December 31, 2023:


(dollars in thousands)	June 30, 2024		December 31, 2023
Anchored Retail	$	1,064,786	$	1,143,155
Office	969,577		1,017,627
Warehouse / industrial	687,334		679,877
Strip center, non-anchored	560,394		582,921
Hotel	436,435		460,060
Retail	360,964		373,507
Mini storage warehouse	353,663		337,660
Medical office building	217,865		219,318
Assisted living facilities	128,780		132,900
Miscellaneous	123,118		110,228
Total non-owner occupied CRE	$	4,902,916	$	5,057,253

Non-Performing Assets

Non-performing assets include nonaccrual loans, accruing loans contractually past due 90 days or more, repossessed personal property, and OREO. Loans are placed on nonaccrual status when management has concerns relating to the ability to collect the principal and interest and generally when such loans are 90 days or more past due. Management performs a detailed review and valuation assessment of non-performing loans over $250,000 on a quarterly basis. When a loan is placed on nonaccrual status, any interest previously accrued but not collected is reversed against current income.

Nonaccrual loans totaled $179.4 million at June 30, 2024, an increase of $28.3 million, or 18.7%, from $151.1 million at December 31, 2023. Accruing loans delinquent 90 days or more totaled $15.9 million at June 30, 2024, a decrease of $1.1 million, or 6.4%, compared with $17.0 million at December 31, 2023. At June 30, 2024, OREO totaled $2.2 million, a decrease of $4.0 million, or 64.3%, compared with $6.2 million at December 31, 2023. Management regularly assesses the valuation of OREO through periodic reappraisal and through inquiries received in the marketing process. At the end of the second quarter of 2024, total non-performing assets as a percent of total assets was up five basis points from 0.69% at December 31, 2023 to 0.74% at June 30, 2024.

Non-performing assets at June 30, 2024 and December 31, 2023 were as follows:


(dollars in thousands)	June 30, 2024		December 31, 2023
Nonaccrual loans(1)	$	179,398	$	151,117
Accruing loans delinquent 90 days or more	15,909		16,988
Repossessed assets	22		17
Other real estate owned	2,213		6,199
Total non-performing assets	$	197,542	$	174,321

(1) Included in nonaccrual loans were $93.5 million and $90.2 million of serviced GNMA-guaranteed nonaccrual loans at June 30, 2024 and December 31, 2023, respectively.

Commercial Lending Practices

The federal bank regulatory agencies previously issued interagency guidance on commercial real estate lending and prudent risk management practices. This guidance defines CRE loans as loans secured by raw land, land development and construction (including one-to-four family residential construction), multi-family property and non-farm nonresidential property where the primary or a significant source of repayment is derived from rental income associated with the property, excluding owner-occupied properties (loans for which 50% or more of the source of repayment is derived from the ongoing operations and activities conducted by the party, or affiliate of the party, who owns the property) or the proceeds of the sale, refinancing or permanent financing of the property. Loans for owner-occupied CRE are generally excluded from the CRE guidance.

The CRE guidance is applicable when either:

(1)total loans for construction, land development, and other land, net of owner-occupied loans, represent 100% or more of a tier I capital plus allowance for credit losses on loans and leases; or

(2)total loans secured by multifamily and nonfarm nonresidential properties and loans for construction, land development, and other land, net of owner-occupied loans, represent 300% or more of a bank’s tier I capital plus allowance for credit losses on loans and leases.

Banks that are subject to the CRE guidance criteria are required to implement enhanced strategic planning, CRE underwriting policies, risk management and internal controls, portfolio stress testing, risk exposure limits, and other policies, including management compensation and incentives, to address the CRE risks. Higher allowances for loan losses and capital levels may also be appropriate.

As of June 30, 2024, the Company exhibited a concentration in the CRE loan category based on Federal Reserve Call codes. The primary risks of CRE lending are:

(1)within CRE loans, construction and development loans are somewhat dependent upon continued strength in demand for residential real estate, which is reliant on favorable real estate mortgage rates and changing population demographics;

(2)on average, CRE loan sizes are generally larger than non-CRE loan types; and

(3)certain construction and development loans may be less predictable and more difficult to evaluate and monitor.

The following table outlines CRE loan categories and CRE loans as a percentage of total loans as of June 30, 2024 and December 31, 2023. The loan categories and concentrations below are based on Federal Reserve Call codes:


	June 30, 2024			December 31, 2023
(dollars in thousands)	Balance		% of Total Loans	Balance		% of Total Loans
Construction and development loans	$	2,336,987	11%	$	2,129,187	11%
Multi-family loans	1,163,325		6%	927,970		5%
Nonfarm non-residential loans (excluding owner-occupied)	4,902,916		23%	5,057,253		25%
Total CRE Loans (excluding owner-occupied)	8,403,228		40%	8,114,410		40%
All other loan types	12,589,375		60%	12,154,893		60%
Total Loans	$	20,992,603	100%	$	20,269,303	100%

The following table outlines the percentage of construction and development loans and total CRE loans, net of owner-occupied loans, to the Bank’s tier I capital plus allowance for credit losses on loans and leases, and the Company’s internal concentration limits as of June 30, 2024 and December 31, 2023:


	Internal Limit	Actual
		June 30, 2024	December 31, 2023
Construction and development loans	100%	76%	74%
Total CRE loans (excluding owner-occupied)	300%	274%	282%

Derivative Instruments and Hedging Activities

The Company has forward contracts and IRLCs to economically hedge changes in the value of the mortgage inventory due to changes in market interest rates. The fair value of these instruments amounted to an asset of $5.3 million and $3.6 million at June 30, 2024 and December 31, 2023, respectively. At June 30, 2024 there was no liability balance recorded. At December 31, 2023 a liability balance of $5.8 million was recorded. The Company also enters into interest rate derivative agreements to facilitate the risk management strategies of certain clients. The Company mitigates this risk by entering into equal and offsetting interest rate derivative agreements with highly rated third-party financial institutions. The fair value of these instruments amounted to an asset of $10.3 million and $5.9 million at June 30, 2024 and December 31, 2023, respectively, and a liability of $10.4 million and $6.2 million at June 30, 2024 and December 31, 2023, respectively.

Deposits

Total deposits at the Company increased $735.6 million, or 3.6%, to $21.44 billion at June 30, 2024, compared with $20.71 billion at December 31, 2023. Noninterest-bearing deposits increased $157.6 million, or 2.4%, and interest-bearing deposits increased $578.1 million, or 4.1%, during the first six months of 2024. At June 30, 2024, the Company had approximately $1.23 billion in short-term brokered CDs, compared with $1.14 billion at December 31, 2023. As of June 30, 2024 and December 31, 2023, the Company had estimated uninsured deposits of $9.46 billion and $9.13 billion, respectively. These estimates were derived using the same methodologies and assumptions used for the Bank's regulatory reporting. Approximately $2.89 billion, or 30.5%, of the uninsured deposits at June 30, 2024 were for municipalities which are collateralized with investment securities or letters of credit.

Capital

Common Stock Repurchase Program

On September 19, 2019, the Company announced that its Board of Directors authorized the Company to repurchase up to $100.0 million of its outstanding common stock through October 31, 2020. The Board has subsequently extended the share repurchase program each year since that original authorization, with the most recent extension, which also included the replenishment of the program to $100.0 million, being announced on October 26, 2023. As a result, the Company is currently authorized to engage in additional share repurchases up to $100.0 million through October 31, 2024. Repurchases of shares must be made in accordance with applicable securities laws and may be made from time to time in the open market or by negotiated transactions. The amount and timing of repurchases will be based on a variety of factors, including share acquisition price, regulatory limitations and other market and economic factors. The program does not require the Company to repurchase any specific number of shares. As of June 30, 2024, an aggregate of $8.3 million, or 194,274 shares of the Company's common stock, had been repurchased under the program's October 26, 2023 renewal, which also included the replenishment of the program to $100.0 million.

Capital Management

Capital management consists of providing equity to support both current and anticipated future operations. The capital resources of the Company are monitored on a periodic basis by state and federal regulatory authorities.

Under the regulatory capital frameworks adopted by the Federal Reserve Board (the "FRB") and the Federal Deposit Insurance Corporation (the "FDIC"), the Company and the Bank must each maintain a common equity Tier 1 capital to total risk-weighted assets ratio of at least 4.5%, a Tier 1 capital to total risk-weighted assets ratio of at least 6%, a total capital to total risk-weighted assets ratio of at least 8% and a leverage ratio of Tier 1 capital to average total consolidated assets of at least 4%. The Company and the Bank are also required to maintain a capital conservation buffer of common equity Tier 1 capital of at least 2.5% of risk-weighted assets in addition to the minimum risk-based capital ratios in order to avoid certain restrictions on capital distributions and discretionary bonus payments.

In March 2020, the Office of the Comptroller of the Currency, the FRB and the FDIC issued an interim final rule that delays the estimated impact on regulatory capital stemming from the implementation of CECL. The interim final rule provides banking organizations that implement CECL in 2020 the option to delay for two years an estimate of CECL’s effect on regulatory capital, relative to the incurred loss methodology’s effect on regulatory capital, followed by a three-year transition period. As a result, the Company and Bank elected the five-year transition relief allowed under the interim final rule effective March 31, 2020.

As of June 30, 2024, under the regulatory capital standards, the Bank was considered “well capitalized” under all capital measurements. The following table sets forth the regulatory capital ratios of for the Company and the Bank at June 30, 2024 and December 31, 2023:


	June 30, 2024	December 31, 2023
Tier 1 Leverage Ratio (tier 1 capital to average assets)
Consolidated	10.22%	9.93%
Ameris Bank	11.11%	10.69%
CET1 Ratio (common equity tier 1 capital to risk weighted assets)
Consolidated	11.69%	11.23%
Ameris Bank	12.71%	12.09%
Tier 1 Capital Ratio (tier 1 capital to risk weighted assets)
Consolidated	11.69%	11.23%
Ameris Bank	12.71%	12.09%
Total Capital Ratio (total capital to risk weighted assets)
Consolidated	14.88%	14.45%
Ameris Bank	14.31%	13.69%

Interest Rate Sensitivity and Liquidity

The Company’s primary market risk exposures are credit risk, interest rate risk, and liquidity risk. The Bank operates under an Asset Liability Management Policy approved by the Company’s Board of Directors and the ALCO Committee. The policy outlines limits on interest rate risk in terms of changes in net interest income and changes in the net market values of assets and liabilities over certain changes in interest rate environments. These measurements are made through a simulation model which projects the impact of changes in interest rates on the Bank’s assets and liabilities. The policy also outlines responsibility for monitoring interest rate risk, and the process for the approval, implementation and monitoring of interest rate risk strategies to achieve the Bank’s interest rate risk objectives.

The ALCO Committee is comprised of senior officers of Ameris. The ALCO Committee makes all strategic decisions with respect to the sources and uses of funds that may affect net interest income, including net interest spread and net interest margin. The objective of the ALCO Committee is to identify the interest rate, liquidity and market value risks of the Company’s balance sheet and use reasonable methods approved by the Company’s Board of Directors and executive management to minimize those identified risks.

The normal course of business activity exposes the Company to interest rate risk. Interest rate risk is managed within an overall asset and liability framework for the Company. The principal objectives of asset and liability management are to predict the sensitivity of net interest spreads to potential changes in interest rates, control risk and enhance profitability. Funding positions are kept within predetermined limits designed to properly manage risk and liquidity. The Company employs sensitivity analysis in the form of a net interest income simulation to help characterize the market risk arising from changes in interest rates. In addition, fluctuations in interest rates usually result in changes in the fair market value of the Company’s financial instruments, cash flows and net interest income. The Company’s interest rate risk position is managed by the ALCO Committee.

The Company uses a simulation modeling process to measure interest rate risk and evaluate potential strategies. Interest rate scenario models are prepared using software created and licensed from an outside vendor. The Company’s simulation includes all financial assets and liabilities. Simulation results quantify interest rate risk under various interest rate scenarios. Management then develops and implements appropriate strategies. The ALCO Committee has determined that an acceptable level of interest rate risk would be for net interest income to increase/decrease no more than 20% given a change in selected interest rates of 200 basis points over any 24-month period.

Liquidity management involves the matching of the cash flow requirements of customers, who may be either depositors desiring to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet their credit needs, and the ability of Ameris to manage those requirements. The Company strives to maintain an adequate liquidity position by managing the balances and maturities of interest-earning assets and interest-bearing liabilities so that the balance it has in short-term assets at any given time will adequately cover any reasonably anticipated immediate need for funds. Additionally, the Bank maintains relationships with correspondent banks, which could provide funds on short notice, if needed. The Company has invested in FHLB stock for the purpose of establishing credit lines with the FHLB. The credit availability to the Bank is equal to 30% of the Bank’s total assets as reported on the most recent quarterly financial information submitted to the regulators subject to the pledging of sufficient collateral. At June 30, 2024 and December 31, 2023, the net carrying value of the

Company’s other borrowings was $946.4 million and $509.6 million, respectively. At June 30, 2024, the Company had availability with the FHLB and FRB Discount Window of $3.88 billion and $2.61 billion, respectively.

The following liquidity ratios compare certain assets and liabilities to total deposits or total assets:


	June 30, 2024	March 31, 2024	December 31, 2023	September 30, 2023	June 30, 2023
Investment securities available-for-sale to total deposits	7.14%	6.74%	6.77%	6.92%	7.14%
Loans (net of unearned income) to total deposits	97.89%	98.11%	97.88%	98.11%	100.14%
Interest-earning assets to total assets	92.17%	91.91%	91.67%	91.67%	91.51%
Interest-bearing deposits to total deposits	68.99%	68.86%	68.65%	68.00%	67.19%

The liquidity resources of the Company are monitored continually by the ALCO Committee and on a periodic basis by state and federal regulatory authorities. As determined under guidelines established by these regulatory authorities, the Company’s and the Bank’s liquidity ratios at June 30, 2024 were considered satisfactory. The Company is aware of no events or trends likely to result in a material change in liquidity.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The Company is exposed only to U.S. dollar interest rate changes, and, accordingly, the Company manages exposure by considering the possible changes in the net interest margin. The Company does not have any trading instruments nor does it classify any portion of the investment portfolio as held for trading.

The Company also had forward contracts and IRLCs to economically hedge changes in the value of the mortgage inventory due to changes in market interest rates. The fair value of these instruments amounted to an asset of approximately $5.3 million and $3.6 million at June 30, 2024 and December 31, 2023, respectively, and a liability of zero and $5.8 million at June 30, 2024 and December 31, 2023, respectively. The Company also enters into interest rate derivative agreements to facilitate the risk management strategies of certain clients. The Company mitigates this risk by entering into equal and offsetting interest rate derivative agreements with highly rated third-party financial institutions. The fair value of these instruments amounted to an asset of $10.3 million and $5.9 million at June 30, 2024 and December 31, 2023, respectively, and a liability of $10.4 million and $6.2 million at June 30, 2024 and December 31, 2023, respectively.

The Company has no exposure to foreign currency exchange rate risk, commodity price risk and other market risks.

Interest rates play a major part in the net interest income of a financial institution. The sensitivity to rate changes is known as “interest rate risk.” The repricing of interest-earning assets and interest-bearing liabilities can influence the changes in net interest income. As part of the Company’s asset/liability management program, the timing of repriced assets and liabilities is referred to as “gap management.”

The Company uses simulation analysis to monitor changes in net interest income due to changes in market interest rates. The simulation of rising, declining and flat interest rate scenarios allows management to monitor and adjust interest rate sensitivity to minimize the impact of market interest rate swings. The analysis of the impact on net interest income over a 12-month and 24-month period is subjected to gradual and parallel shocks of 100, 200, 300 and 400 basis point increases and decreases in market rates and is monitored on a quarterly basis.

The following table presents the earnings simulation model’s projected impact of a change in interest rates on the projected baseline net interest income for the 12- and 24-month periods commencing July 1, 2024. This change in interest rates assumes parallel shifts in the yield curve and does not take into account changes in the slope of the yield curve.


Earnings Simulation Model Results
Change in	% Change in Projected Baseline
Interest Rates	Net Interest Income
(in bps)	12 Months	24 Months
400	(7.4)%	6.7%
300	(2.7)%	6.9%
200	0.6%	6.1%
100	0.7%	3.3%
(100)	(0.9)%	(3.7)%
(200)	(1.9)%	(7.8)%
(300)	(2.9)%	(12.3)%
(400)	(3.6)%	(17.3)%

Additional information required by Item 305 of Regulation S-K is set forth under Part I, Item 2 of this report.

Item 4. Controls and Procedures.

The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) or 15d-15(e) promulgated under the Exchange Act) as of the end of the period covered by this report, as required by paragraph (b) of Rules 13a-15 or 15d-15 of the Exchange Act. Based on such evaluation, such officers have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective.

During the quarter ended June 30, 2024, there was no change in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 of the Exchange Act that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

Disclosure concerning legal proceedings can be found in Part I - "Financial Information, Item 1. Financial Statements, Notes to Unaudited Consolidated Financial Statements, Note 8 – Commitments and Contingencies" under the caption, "Litigation and Regulatory Contingencies," which is incorporated herein by reference.

Item 1A. Risk Factors.

There have not been any material changes to the risk factors disclosed in Item 1A. of Part I of the Company's Annual Report on Form 10-K for the year ended December 31, 2023, previously filed with the SEC.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

c) Issuer Purchases of Equity Securities.

The table below sets forth information regarding the Company’s repurchase of shares of its outstanding common stock during the three-month period ended June 30, 2024.


Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs(1)
April 1, 2024 through April 30, 2024	—	$	—	—	$	94,659,440
May 1, 2024 through May 31, 2024	—	$	—	—	$	94,659,440
June 1, 2024 through June 30, 2024	62,700	$	47.12	62,700	$	91,704,867
Total	62,700	$	47.12	62,700	$	91,704,867

(1)On September 19, 2019, the Company announced that its board of directors authorized the Company to repurchase up to $100.0 million of its outstanding common stock through October 31, 2020. The Board has subsequently extended the share repurchase program each year since the original authorization, with the most recent extension, which also included the replenishment of the program to $100.0 million, being announced on October 26, 2023. As a result, the Company is currently authorized to engage in additional share repurchases totaling up to $100.0 million through October 31, 2024. Repurchases of shares must be made in accordance with applicable securities laws and may be made from time to time in the open market or by negotiated transactions. The amount and timing of repurchases will be based on a variety of factors, including share acquisition price, regulatory limitations and other market and economic factors. The program does not require the Company to repurchase any specific number of shares. As of June 30, 2024, an aggregate of $8.3 million, or 194,274 shares of the Company's common stock, had been repurchased under the program's October 26, 2023 renewal, which also included the replenishment of the program to $100.0 million.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

During the quarter ended June 30, 2024, no director or Section 16 officer of the Company adopted or terminated any Rule 10b5-1 trading arrangement or any non-Rule 10b5-1 trading arrangement (in each case, as defined in Item 408(a) of Regulation S-K).

Item 6. Exhibits.


Exhibit Number						Description

3.1						Restated Articles of Incorporation of Ameris Bancorp (incorporated by reference to Exhibit 3.1 to Ameris Bancorp’s Annual Report on Form 10-K filed with the SEC on February 28, 2023).

3.2						Bylaws of Ameris Bancorp, as amended and restated through February 23, 2023 (incorporated by reference to Exhibit 3.2 to Ameris Bancorp's Quarterly Report on Form 10-Q filed with the SEC on May 8, 2023).

31.1						Rule 13a-14(a)/15d-14(a) Certification by the Company’s Chief Executive Officer.

31.2						Rule 13a-14(a)/15d-14(a) Certification by the Company’s Chief Financial Officer.

32.1						Section 1350 Certification by the Company’s Chief Executive Officer.

32.2						Section 1350 Certification by the Company’s Chief Financial Officer.

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101.SCH						Inline XBRL Taxonomy Extension Schema Document.

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Dated: August 8, 2024			AMERIS BANCORP

			/s/ Nicole S. Stokes
			Nicole S. Stokes
			Chief Financial Officer (duly authorized signatory and principal accounting and financial officer)