Fidelity Southern Earnings 2018-09-30

LION 10Q Quarterly Report

Balance Sheet	Income Statement	Cash Flow

10-Q 1 lion0930201810q.htm 10-Q Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________________________________________________________

FORM 10-Q

__________________________________________________________________

Quarterly Report Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

For the quarterly period ended September 30, 2018

Commission file number 001-34981

__________________________________________________________________

Fidelity Southern Corporation

(Exact name of registrant as specified in its charter)

__________________________________________________________________



Georgia		58-1416811
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)



3490 Piedmont Road, Suite 1550 Atlanta, Georgia		30305
(Address of principal executive offices)		(Zip Code)

(404) 639-6500

(Registrant’s telephone number, including area code)

__________________________________________________________________

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 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

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the 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

As of October 31, 2018 (the most recent practicable date), the Registrant had outstanding 27,270,168 shares of Common Stock.

FIDELITY SOUTHERN CORPORATION AND SUBSIDIARIES

Quarterly Report on Form 10-Q

For the Three and Nine Months Ended September 30, 2018

TABLE OF CONTENTS



			Page
Part I.		Financial Information

	Item l.	Financial Statements:
		Consolidated Balance Sheets as of September 30, 2018 (unaudited) and December 31, 2017	1
		Consolidated Statements of Comprehensive Income (unaudited) for the Three and Nine Months Ended September 30, 2018 and 2017	2
		Consolidated Statements of Shareholders’ Equity (unaudited) for the Nine Months Ended September 30, 2018 and 2017	3
		Consolidated Statements of Cash Flows (unaudited) for the Nine Months Ended September 30, 2018 and 2017	4
		Notes to Consolidated Financial Statements (unaudited)	6
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	55
	Item 4.	Controls and Procedures	55

Part II.		Other Information

	Item 1.	Legal Proceedings	56
	Item 1A.	Risk Factors	56
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	56
	Item 3.	Defaults Upon Senior Securities	56
	Item 4.	Mine Safety Disclosures	56
	Item 5.	Other Information	56
	Item 6.	Exhibits	57
		Signatures	58

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

FIDELITY SOUTHERN CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS



	(Unaudited)
($ in thousands)	September 30, 2018			December 31, 2017
Assets
Cash and due from banks	$	52,125		$	33,874
Interest-bearing deposits with banks	126,046			104,032
Federal funds sold	4,501			48,396
Cash and cash equivalents	182,672			186,302
Investment securities available-for-sale	209,180			120,121
Investment securities held-to-maturity (fair value of $19,714 and $21,685, respectively)	20,383			21,689
Loans held-for-sale (includes loans at fair value of $328,090 and $269,140, respectively)	371,319			357,755

Loans	3,706,953			3,580,966
Allowance for loan losses	(31,157		)	(29,772		)
Loans, net of allowance for loan losses	3,675,796			3,551,194

Premises and equipment, net	91,359			88,463
Other real estate, net	8,031			7,621
Bank owned life insurance	71,092			71,883
Servicing rights, net	116,982			112,615
Other assets	65,242			59,215
Total assets	$	4,812,056		$	4,576,858
Liabilities
Deposits
Noninterest-bearing demand deposits	$	1,249,391		$	1,125,598
Interest-bearing deposits	2,800,578			2,741,602
Total deposits	4,049,969			3,867,200
Short-term borrowings	163,562			150,580
Subordinated debt, net	120,680			120,587
Other liabilities	45,747			36,859
Total liabilities	4,379,958			4,175,226
Shareholders’ equity
Preferred stock, no par value. Authorized 10,000,000; zero issued and outstanding	—			—
Common stock, no par value. Authorized 50,000,000; issued and outstanding 27,260,681 and 27,019,201, respectively	226,605			217,555
Accumulated other comprehensive (loss)/income, net of tax	(2,270		)	383
Retained earnings	207,763			183,694
Total shareholders’ equity	432,098			401,632
Total liabilities and shareholders’ equity	$	4,812,056		$	4,576,858

See accompanying notes to unaudited consolidated financial statements.

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FIDELITY SOUTHERN CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)



	Three Months Ended September 30,					Nine Months Ended September 30,
($ in thousands, except per share data)	2018			2017		2018			2017
Interest income:
Loans, including fees	$	44,746		$	37,290	$	127,440		$	110,933
Investment securities:
Taxable interest income	1,542			982		3,925			3,280
Nontaxable interest income	104			29		250			109
Other	480			804		1,559			2,003
Total interest income	46,872			39,105		133,174			116,325
Interest expense:
Deposits	5,655			4,163		14,791			11,503
Short-term borrowings	818			16		3,540			910
Subordinated debt	1,652			1,532		4,856			4,538
Total interest expense	8,125			5,711		23,187			16,951
Net interest income	38,747			33,394		109,987			99,374
Provision for loan losses	360			1,425		4,776			4,275
Net interest income after provision for loan losses	38,387			31,969		105,211			95,099
Noninterest income:
Service charges on deposit accounts	1,690			1,553		4,630			4,489
Other fees and charges	2,464			2,197		7,148			6,060
Mortgage banking activities	23,520			25,040		81,465			77,865
Indirect lending activities	1,120			1,901		4,538			9,967
SBA lending activities	914			1,460		3,288			3,959
Trust and wealth management fees	588			325		1,694			853
Other	3,366			1,162		5,009			2,871
Total noninterest income	33,662			33,638		107,772			106,064
Noninterest expense:
Salaries and employee benefits	28,805			26,331		84,581			77,621
Commissions	9,523			9,244		28,271			26,126
Occupancy and equipment	4,654			4,508		14,127			13,371
Professional and other services	4,243			4,604		13,676			13,723
Other	8,360			8,150		28,524			27,119
Total noninterest expense	55,585			52,837		169,179			157,960
Income before income tax expense	16,464			12,770		43,804			43,203
Income tax expense	3,722			4,836		9,905			15,850
Net income	$	12,742		$	7,934	$	33,899		$	27,353

Earnings per common share:
Basic	$	0.47		$	0.30	$	1.25		$	1.03
Diluted	$	0.47		$	0.30	$	1.25		$	1.03

Cash dividends declared per common share	$	0.12		$	0.12	$	0.36		$	0.36

Net income	$	12,742		$	7,934	$	33,899		$	27,353
Other comprehensive (loss)/income, net of tax:
Change in net unrealized (losses)/gains on available-for-sale debt securities, net of tax effect of ($391), $3, ($911), and $167, respectively	(1,174		)	5		(2,733		)	272
Total other comprehensive (loss)/income, net of tax	(1,174		)	5		(2,733		)	272
Comprehensive income	$	11,568		$	7,939	$	31,166		$	27,625

See accompanying notes to unaudited consolidated financial statements.

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FIDELITY SOUTHERN CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(UNAUDITED)



	Preferred Stock			Common Stock			Accumulated Other Comprehensive Income/(Loss), Net of Tax			Retained Earnings			Total
(in thousands)	Shares	Amount		Shares	Amount		Accumulated Other Comprehensive Income/(Loss), Net of Tax			Retained Earnings			Total
Balance at December 31, 2016	—	$	—	26,318	$	205,309	$	692		$	156,646		$	362,647
Net income										27,353			27,353
Other comprehensive income, net of tax							272						272
Comprehensive income													27,625
Common stock issued under various employee plans, net				497	7,324								7,324
Cash dividends paid										(9,528		)	(9,528		)
Balance at September 30, 2017	—	$	—	26,815	$	212,633	$	964		$	174,471		$	388,068

Balance at December 31, 2017	—	$	—	27,019	$	217,555	$	383		$	183,694		$	401,632
Net income										33,899			33,899
Impact of adoption of new accounting standard ⁽¹⁾							80			(80		)	—
Other comprehensive loss, net of tax							(2,733		)				(2,733		)
Comprehensive income													31,166
Common stock issued under various employee plans, net				242	9,050								9,050
Cash dividends paid										(9,750		)	(9,750		)
Balance at September 30, 2018	—	$	—	27,261	$	226,605	$	(2,270	)	$	207,763		$	432,098

⁽¹⁾Represents the impact of the adoption of Accounting Standards Update ("ASU") No. 2018-02.

See accompanying notes to unaudited consolidated financial statements.

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FIDELITY SOUTHERN CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)



	Nine Months Ended September 30,
(in thousands)	2018			2017
Cash flows from operating activities:
Net income	$	33,899		$	27,353
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Provision for loan losses	4,776			4,275
Depreciation and amortization of premises and equipment	3,252			3,316
Amortization of FDIC indemnification asset, net	4			1,159
Accretion of purchase discounts or premiums, net	(463		)	(1,645		)
Other amortization	663			1,081
Impairment of other real estate	447			951
Amortization and impairment of servicing rights, net	9,107			13,305
Share-based compensation expense	4,190			3,105
Postretirement benefits, net	1,854			2,033
Gains on loan sales, including origination/sale of servicing rights	(58,578		)	(67,255		)
Net gain on sales of other real estate	(40		)	(847		)
Income on bank owned life insurance	(3,771		)	(1,304		)
Net change in deferred income tax	2,512			7,656
Net change in fair value of loans held-for-sale	(1,139		)	(2,771		)
Originations of loans held-for-sale	(2,247,546		)	(2,272,714		)
Proceeds from sales of loans held-for-sale	2,269,637			2,441,839
Net payments (paid to) received from FDIC under loss-share agreements	(888		)	487
(Increase) decrease in other assets	(2,452		)	5,914
Increase in other liabilities	5,222			1,200
Net cash provided by operating activities	20,686			167,138
Cash flows from investing activities:
Purchases of investment securities available-for-sale	(107,311		)	—
Maturities, calls, and repayment of investment securities available-for-sale	14,224			18,955
Maturities, calls and repayment of investment securities held-to-maturity	1,243			1,435
Purchases of FHLB stock	(15,258		)	(6,681		)
Redemption of FHLB stock	14,025			15,938
Net increase in loans	(132,395		)	(110,881		)
Proceeds from the sale of servicing rights	12,843			—
Proceeds from bank owned life insurance	2,901			—
Proceeds from sales of other real estate	699			7,897
Purchases of premises and equipment	(6,148		)	(5,337		)
Net cash used in investing activities	(215,177		)	(78,674		)

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FIDELITY SOUTHERN CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued

(UNAUDITED)



	Nine Months Ended September 30,
(in thousands)	2018			2017
Cash flows from financing activities:
Net increase in noninterest-bearing deposits	$	123,793		$	147,814
Net increase in interest-bearing deposits	58,976			159,952
Net decrease in other short-term borrowings	(12,018		)	(3,605		)
Proceeds from FHLB advances	2,295,000			350,000
Repayments on FHLB advances	(2,270,000		)	(575,000		)
Proceeds from the issuance of common stock, net	4,860			4,219
Cash dividends paid on common stock	(9,750		)	(9,528		)
Net cash provided by financing activities	190,861			73,852
Net (decrease) increase in cash and cash equivalents	(3,630		)	162,316
Cash and cash equivalents, beginning of period	186,302			149,711
Cash and cash equivalents, end of period	$	182,672		$	312,027

Supplemental cash flow information and non-cash disclosures:
Cash paid during the period for:
Interest on deposits and borrowings	$	21,882		$	15,836
Income taxes	5,083			7,896
Transfers of loans from held-for-sale to held for investment	2,796			3,109
Transfers of loans to other real estate	1,516			1,812

See accompanying notes to unaudited consolidated financial statements.

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FIDELITY SOUTHERN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2018

(UNAUDITED)

1. Basis of Presentation and Summary of Significant Accounting Policies

The accompanying unaudited consolidated financial statements include the accounts of Fidelity Southern Corporation (“FSC” or “Fidelity”) and its wholly-owned subsidiaries. FSC owns 100% of Fidelity Bank (the “Bank”) and LionMark Insurance Company, an insurance agency offering consumer credit related insurance products. FSC also owns three subsidiaries established to issue trust preferred securities, which are not consolidated for financial reporting purposes in accordance with current accounting guidance, as FSC is not the primary beneficiary. The “Company” or “our,” as used herein, includes FSC and its consolidated subsidiaries, unless the context otherwise requires.

These unaudited consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) followed within the financial services industry for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information or notes required for complete financial statements.

In preparing the consolidated financial statements, 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 revenues and expenses for the periods presented. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant changes in the near term relate to the determination of the allowance for loan losses; the calculations of, amortization of, and the potential impairment of capitalized servicing rights; the valuation of loans held-for-sale and certain derivatives; the valuation of real estate or other assets acquired in connection with foreclosures or in satisfaction of loans; estimates used for fair value acquisition accounting, goodwill impairment testing and valuation of deferred income taxes. In addition, the actual lives of certain amortizable assets and income items are estimates subject to change. The Company principally operates in one business segment, which is community banking.

In the opinion of management, all adjustments, consisting of normal and recurring items, considered necessary for a fair presentation of the consolidated financial statements for the interim periods have been included. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain amounts reported in prior periods have been reclassified to conform to current year presentation. These reclassifications did not have a material effect on previously reported net income, shareholders’ equity or cash flows.

Operating results for the nine-month period ended September 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. These statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, filed with the Securities and Exchange Commission (“SEC”).

The Company’s significant accounting policies are described in Note 1 of the Notes to Consolidated Financial Statements included in the 2017 Annual Report on Form 10-K filed with the SEC. There were no new accounting policies or changes to existing policies adopted during the first nine months of 2018 which had a significant effect on the Company’s results of operations or statement of financial condition. For interim reporting purposes, the Company follows the same basic accounting policies and considers each interim period as an integral part of an annual period.

Contingencies

Due to the nature of their activities, the Company and its subsidiaries are at times engaged in various legal proceedings that arise in the course of normal business, some of which were outstanding as of September 30, 2018. Although the ultimate outcome of all claims and lawsuits outstanding as of September 30, 2018 cannot be ascertained at this time, it is the opinion of management that these matters, when resolved, will not have a material adverse effect on the Company’s results of operations or financial condition.

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Tax Cuts and Jobs Act

Public Law No. 115-97, known as the Tax Cuts and Jobs Act (the "Tax Act"), was enacted on December 22, 2017 and reduced the U.S. Federal corporate tax rate from 35% to 21% effective January 1, 2018. Additionally, on December 22, 2017, the SEC issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance on accounting for provisions of the Tax Act. SAB 118 provides a measurement period of up to one year from the enactment date to complete the accounting. Any adjustments during this measurement period will be included in net earnings from continuing operations as an adjustment to income tax expense in the reporting period when such adjustments are determined. Based on the information available and current interpretation of the provisions of the Tax Act, the Company completed the remeasurement of its net deferred tax liability at December 31, 2017 which reduced income tax expense by $4.9 million for the fourth quarter of 2017. For the three and nine months ended September 30, 2018, no further adjustments were recorded related to the remeasurement of the Company's net deferred tax liability balance as a result of the Tax Act. The final impact of the Tax Act may differ from estimates used to calculate the remeasurement of its net deferred tax liability balance as a result of changes in management’s interpretations and assumptions, as well as new guidance that may be issued by the Internal Revenue Service.

Recently Adopted Accounting Pronouncements

In March 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") No. 2018-05, “Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 (SAB 118). This ASU was effective upon issuance. The adoption of this ASU did not have a significant impact on the Company's Consolidated Financial Statements.

In March 2018, the FASB issued ASU No. 2018-04, “Investments-Debt Securities (Topic 320) and Regulated Operations (Topic 980): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 117 and SEC Release No. 33-9273. For public business entities, the Update was effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The adoption of this ASU did not have a significant impact on the Company's Consolidated Financial Statements.

In February 2018, the FASB issued ASU No. 2018-03, “Technical Corrections and Improvements to Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities ("ASU 2018-03"). This guidance amended ASU No. 2016-01, “Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”) on recognizing and measuring financial instruments to clarify certain aspects of the guidance originally issued in January 2016. The adoption of this Update effective January 1, 2018 did not have a significant impact on the Company's Consolidated Financial Statements.

In February 2018, the FASB issued ASU No. 2018-02, “Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” ("ASU 2018-02"), that allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act that passed U.S. Congress in December 2017. The Company elected to early adopt this guidance effective January 1, 2018. The adoption of ASU 2018-02 resulted in a reclassification of stranded tax effects of $80,000 to accumulated other comprehensive income (loss) from retained earnings.

In May 2017, the FASB issued ASU No. 2017-09, “Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting,” (“ASU 2017-09”) that provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The adoption of this ASU effective January 1, 2018 did not have a significant impact on the Company’s Consolidated Financial Statements.

In March 2017, the FASB issued ASU No. 2017-07, “Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost,” (“ASU 2017-07”) that will change how employers who sponsor defined benefit pension and/or other postretirement benefit plans present the net periodic benefit cost in the income statement. The adoption of this ASU effective January 1, 2018 did not have a significant impact on the Company’s Consolidated Financial Statements.

In January 2017, the FASB issued ASU No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,” (“ASU 2017-04”) which simplifies the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test. The new guidance is effective for public business entities for fiscal years beginning after December 15, 2019, and is required to be applied prospectively, with early adoption permitted for any impairment tests performed on testing dates after January 1, 2017. The early adoption of this ASU in the fourth quarter of 2017 did not have a significant impact on the Company’s Consolidated Financial Statements.

In January 2017, the FASB issued ASU No. 2017-03, “Accounting Changes and Error Corrections (Topic 250) and Investments-Equity Method and Joint Ventures (Topic 323),” (“ASU 2017-03”). ASU 2017-03 amends the Codification for SEC staff announcements made at two Emerging Issues Task Force (EITF) meetings. That Topic required registrants to disclose the effect that recently issued accounting standards will have on their financial statements when adopted in a future period. The Company adopted this guidance in the fourth quarter of 2016. The adoption of this ASU did not have a significant impact on the Company’s Consolidated Financial Statements.

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In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805) - Clarifying the Definition of a Business,” (“ASU 2017-01”) which provides clarification on the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The adoption of this ASU effective January 1, 2018 did not have a significant impact on the Company’s Consolidated Financial Statements.

In December 2016, the FASB issued ASU No. 2016-20, “Technical Corrections and Improvements to Topic 606: Revenue from Contracts with Customers.” ASU 2016-20 updates the new revenue standard by clarifying issues that had arisen from ASU No. 2014-09 but does not change the core principle of the new standard. In August 2015, the FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date” which deferred the effective date of ASU No. 2014-09, “Revenue from Contracts with Customers,” (“ASU 2014-09”) by one year to annual reporting periods beginning after December 15, 2017, and interim reporting periods therein. The FASB had previously issued ASU 2014-09 in May 2014. The Company adopted the guidance on January 1, 2018 utilizing the modified retrospective approach. The Company did not record a cumulative effect adjustment to opening retained earnings as the adoption of ASU 2014-09 did not have a significant impact on the Company's Consolidated Financial Statements. The Company also completed its evaluation of the expanded disclosure requirements for disaggregation of revenue and other information regarding material contracts and began presenting the required disclosures in its Consolidated Financial Statements for the quarter ended March 31, 2018. See Note 11. Revenue Recognition for more information.

In November 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows (Topic 230) - Restricted Cash,” (“ASU 2016-18”). The ASU was to be applied retrospectively beginning in fiscal year 2018, including interim periods therein with early adoption permitted, including adoption in an interim period, with retrospective application. The adoption of this ASU effective January 1, 2018 did not have a significant impact on the Company’s Consolidated Financial Statements.

In October 2016, the FASB issued ASU No. 2016-16, “Income Taxes: Intra-Entity Transfers of Assets Other Than Inventory,” (“ASU 2016-16”) that addresses the income tax consequences of intra-entity transfers of assets other than inventory. The adoption of this ASU effective January 1, 2018 did not have a significant impact on the Company’s Consolidated Financial Statements.

In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,” (“ASU 2016-15”) intended to reduce diversity in practice in how certain cash receipts and cash payments are classified in the statement of cash flows. The adoption of this ASU effective January 1, 2018 did not have a significant impact on the Company’s Consolidated Financial Statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

In August 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-13, “Fair Value Measurement (Topic 820), which changes the fair value measurement disclosure requirements of ASC 820. The amendments in this ASU were the result of a broader disclosure project called FASB Concepts Statement, Conceptual Framework for Financial Reporting - Chapter 8: Notes to Financial Statements, which the Board finalized on August 28, 2018. The ASU is effective for all entities for fiscal years beginning after December 15, 2019, including interim periods therein with early adoption permitted for any eliminated or modified disclosures upon issuance of this ASU. The adoption of this ASU is not expected to have a significant impact on the Company's Consolidated Financial Statements.

In August 2017, the FASB issued ASU No. 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities,” (“ASU 2017-12”) that is intended to improve and simplify rules relevant to hedge accounting. This ASU refines and expands hedge accounting for both financial (e.g., interest rate) and commodity risks. ASU 2017-12 is intended to improve transparency and accounting through a focus on: (1) measurement and hedging strategies; (2) presentation and disclosure; and (3) easing the administrative burden that hedge accounting can create for an entity. Entities will (a) measure the hedged item in a partial-term fair value hedge of interest rate risk by assuming the hedged item has a term that reflects only the designated cash flows being hedged; (b) consider only how changes in the benchmark interest rate affect a decision to settle a pre-payable instrument before its scheduled maturity when calculating the fair value of the hedged item; and (c) measure the fair value of the hedged item using the benchmark rate component of the contracted coupon cash flows determined at inception. The amendments in this ASU shall take effect for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted in any interim period or fiscal years before the effective date of the standard. The adoption of this ASU is not expected to have a significant impact on the Company’s Consolidated Financial Statements based on its current hedging strategies. However, the Company is currently evaluating this ASU to determine whether its provisions will enhance its risk management strategies.

In March 2017, the FASB issued ASU No. 2017-08, “Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities,” (“ASU 2017-08”) that amends the amortization period for certain purchased callable debt securities held at a premium. The guidance is effective for public business entities for fiscal years beginning after December 15, 2018, and interim periods therein. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. These amendments should be applied on a modified retrospective basis through a cumulative-

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effect adjustment directly to retained earnings as of the beginning of the adoption period. In addition, in the period of adoption, disclosures should be provided about a change in accounting principle. The adoption of this ASU is not expected to have a significant impact on the Company’s Consolidated Financial Statements.

In June 2016, the FASB issued ASU No. 2016-13 which significantly changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. In issuing the standard, the FASB is responding to criticism that today’s guidance delays recognition of credit losses. The standard will replace today’s “incurred loss” approach with an “expected loss” model. The new model, referred to as the current expected credit loss (“CECL”) model, will apply to: (1) financial assets subject to credit losses and measured at amortized cost, and (2) certain off-balance sheet credit exposures. This includes, but is not limited to, loans, leases, held-to-maturity securities, loan commitments, and financial guarantees. The CECL model does not apply to available-for-sale (“AFS”) securities. For AFS securities with unrealized losses, entities will measure credit losses in a manner similar to what they do today, except that the losses will be recognized as allowances rather than reductions in the amortized cost of the securities. As a result, entities will recognize improvements to estimated credit losses immediately in earnings rather than as interest income over time, as they do today. All other things being equal, higher credit losses will result in lower regulatory capital ratios for the Company. The ASU also simplifies the accounting model for purchased credit-impaired securities and loans. ASU 2016-13 also expands the disclosure requirements regarding an entity’s assumptions, models, and methods for estimating the allowance for loan and lease losses. In addition, entities will need to disclose the amortized cost balance for each class of financial asset by credit quality indicator, disaggregated by the year of origination. The standard will take effect for SEC filers for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early application for all organizations will be permitted for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company has established a working group which includes representatives from various internal departments with the expertise needed to implement the guidance. The working group has assigned key tasks to complete and established a timeline to be followed. The team is meeting regularly to review progress on the assigned tasks and to share current information on industry practices. Members of the working group are also attending conferences and meetings with peer banks to keep current on evolving interpretations of the guidance. As part of its implementation plan, the Company has allocated staff and put resources in place to evaluate the appropriate model options and is collecting, reviewing, and validating historical loan data for use in these models. The Company is implementing a software package supported by a third-party vendor to automate the calculation of the allowance for loan losses under the new methodology. Management is continuing to evaluate the impact that the guidance will have on the Company’s Consolidated Financial Statements and its regulatory capital ratios through its effective date.

In February 2016, the FASB issued ASU No. 2016-02, "Leases". Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of short-term leases): 1) a lease liability, which is the present value of a lessee’s obligation to make lease payments, and 2) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. All entities will classify leases to determine how to recognize lease-related revenue and expense. Quantitative and qualitative disclosures will be required by lessees and lessors to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The intention is to require enough information to supplement the amounts recorded in the financial statements so that users can understand more about the nature of an entity’s leasing activities. The new standard is effective for fiscal years beginning after December 15, 2018, and interim periods within those years, with early adoption permitted. In transition, lessees are required to recognize and measure leases at the beginning of the earliest period presented in the financial statements using a modified retrospective approach. In July 2018, the FASB issued ASU No. 2018-11, “Leases - Targeted Improvements” to provide entities with relief from the costs of implementing certain aspects of the new leasing standard, ASU No. 2016-02. Specifically, under the amendments in ASU 2018-11: (1) entities may elect not to recast the comparative periods presented when transitioning to the new lease standard, and (2) lessors may elect not to separate lease and non-lease components when certain conditions are met. The amendments have the same effective date as ASU 2016-02 (January 1, 2019 for the Company). The Company expects to elect both transition options. As the Company expects to elect the transition option provided in ASU No. 2018-11, the modified retrospective approach will be applied on January 1, 2019 (as opposed to January 1, 2017). The Company also expects to elect certain relief options offered in ASU 2016-02 including the package of practical expedients, including the option not to recognize right-of-use assets and lease liabilities that arise from short-term leases (i.e., leases with terms of twelve months or less). The Company has several lease agreements, such as branches and mortgage offices, which are currently considered operating leases, and therefore, not recognized on the Company’s consolidated statements of condition. The Company expects the new guidance will require these lease agreements to be recognized on the consolidated statements of condition as a right-of-use asset and a corresponding lease liability. Therefore, the Company’s preliminary evaluation indicates the provisions of ASU No. 2016-02 are expected to impact the Company’s consolidated statements of condition, along with the Company’s regulatory capital ratios. The Company does not expect the new guidance to have a material impact on the Company’s consolidated statements of income. The Company has implemented a new software supported by a third-party vendor to help automate the calculation of the right of use asset and the corresponding lease liability. As of September 30, 2018, the Company’s total outstanding lease obligations, all of which are classified as operating leases, was approximately $19.3 million, or 0.40% of total assets.

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Other proposed accounting standards that have recently been issued by the FASB or other standard-setting bodies are not expected to have a material impact on the Company's financial position, results of operations or cash flows.

2. Investment Securities

Management’s primary objective in managing the investment securities portfolio includes maintaining a portfolio of high quality investments with competitive returns while providing for pledging and liquidity needs within overall asset and liability management parameters. The Company is required under federal regulations to maintain adequate liquidity to ensure safe and sound operations. As such, management regularly evaluates the investment portfolio for cash flows, the level of loan production and sales, current interest rate risk strategies and the potential future direction of market interest rate changes. Individual investment securities differ in terms of default, interest rate, liquidity and expected rate of return risk.

The following table summarizes the amortized cost and fair value of debt securities and the related gross unrealized gains and losses at September 30, 2018, and December 31, 2017:



	September 30, 2018
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Investment securities available-for-sale:
Obligations of U.S. Government sponsored enterprises	$	22,154	$	15	$	(457	)	$	21,712
Municipal securities	8,270		166		(81		)	8,355
SBA pool securities	11,240		—		(462		)	10,778
Residential mortgage-backed securities	148,417		256		(1,340		)	147,333
Commercial mortgage-backed securities	22,015		—		(1,013		)	21,002
Total available-for-sale	$	212,096	$	437	$	(3,353	)	$	209,180

Investment securities held-to-maturity:
Municipal securities	$	8,527	$	—	$	(313	)	$	8,214
Residential mortgage-backed securities	7,928		52		(408		)	7,572
Commercial mortgage-backed securities	3,928		—		—			3,928
Total held-to-maturity	$	20,383	$	52	$	(721	)	$	19,714



	December 31, 2017
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Investment securities available-for-sale:
Obligations of U.S. Government sponsored enterprises	$	22,182	$	141	$	(98	)	$	22,225
Municipal securities	9,318		340		(23		)	9,635
SBA pool securities	13,031		6		(127		)	12,910
Residential mortgage-backed securities	50,251		803		(76		)	50,978
Commercial mortgage-backed securities	24,721		6		(354		)	24,373
Total available-for-sale	$	119,503	$	1,296	$	(678	)	$	120,121

Investment securities held-to-maturity:
Municipal securities	$	8,588	$	53	$	—		$	8,641
Residential mortgage-backed securities	9,100		99		(156		)	9,043
Commercial mortgage-backed securities	4,001		—		—			4,001
Total held-to-maturity	$	21,689	$	152	$	(156	)	$	21,685

The Company held 50 and 19 investment securities available-for-sale that were in an unrealized loss position at September 30, 2018, and December 31, 2017, respectively. There were eight and six investment securities held-to-maturity that were in an unrealized loss position at September 30, 2018, and December 31, 2017, respectively.

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The following table reflects the gross unrealized losses and fair values of the investment securities with unrealized losses, aggregated by investment category and length of time the individual securities have been in a continuous unrealized loss position:



	September 30, 2018
	Less Than 12 Months					12 Months or Longer
(in thousands)	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
Investment securities available-for-sale:
Obligations of U.S. Government sponsored enterprises	$	14,711	$	(289	)	$	4,895	$	(168	)
Municipal securities	2,809		(44		)	1,022		(37		)
SBA pool securities	3,909		(112		)	6,868		(350		)
Residential mortgage-backed securities	120,494		(1,155		)	4,419		(185		)
Commercial mortgage-backed securities	—		—			21,003		(1,013		)
Total available-for-sale	$	141,923	$	(1,600	)	$	38,207	$	(1,753	)

Investment securities held-to-maturity:
Municipal securities	$	8,214	$	(313	)	$	—	$	—
Residential mortgage-backed securities	—		—			6,512		(408		)
Total held-to-maturity	$	8,214	$	(313	)	$	6,512	$	(408	)

	December 31, 2017
	Less Than 12 Months					12 Months or Longer
(in thousands)	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
Investment securities available-for-sale:
Obligations of U.S. Government sponsored enterprises	$	14,974	$	(98	)	$	—	$	—
Municipal securities	—		—			1,050		(23		)
SBA pool securities	3,285		(42		)	4,979		(85		)
Residential mortgage-backed securities	1,835		(8		)	5,383		(68		)
Commercial mortgage-backed securities	10,051		(89		)	12,360		(265		)
Total available-for-sale	$	30,145	$	(237	)	$	23,772	$	(441	)

Investment securities held-to-maturity:
Residential mortgage-backed securities	$	—	$	—		$	7,652	$	(156	)
Total held-to-maturity	$	—	$	—		$	7,652	$	(156	)

At September 30, 2018 and December 31, 2017, the unrealized losses on investment securities were unrelated to credit losses. Management does not intend to sell the temporarily impaired securities and it is not more likely than not that the Company will be required to sell the investments before recovery of the amortized cost, which may be maturity. The unrealized loss position has increased during 2017 and 2018, primarily in the mortgage-backed securities and SBA pool securities categories, and is the result of the increase in interest rates.

As part of the Company’s evaluation of its intent and ability to hold investments for a period of time sufficient to allow for any anticipated recovery in the market, the Company considers its investment strategy, cash flow needs, liquidity position, capital adequacy and interest rate risk position.

Accordingly, as of September 30, 2018, management has reviewed its portfolio for other-than-temporary-impairment and believes the impairment detailed in the table above is temporary, and no other-than-temporary impairment loss has been recognized in the Company’s Consolidated Statements of Comprehensive Income. Management continues to monitor all of its securities with a high degree of scrutiny. There can be no assurance that the Company will not conclude in future periods that conditions existing at that time indicate some or all of these securities may be sold or are other than temporarily impaired, which would require a charge to earnings in such periods.

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The amortized cost and fair value of investment securities at September 30, 2018, and December 31, 2017, are categorized in the following table by remaining contractual maturity. The amortized cost and fair value of securities not due at a single maturity (i.e., mortgage-backed securities) are shown separately and the fair value is calculated based on estimated average remaining life:



	September 30, 2018				December 31, 2017
(in thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Investment securities available-for-sale:
Obligations of U.S. Government sponsored enterprises
Due after one year through five years	$	21,151	$	20,696	$	21,179	$	21,160
Due after five years through ten years	1,003		1,016		1,003		1,065
Municipal securities
Due after one year through five years	1,490		1,452		1,503		1,488
Due after five years through ten years	2,440		2,507		2,753		2,877
Due after ten years	4,340		4,396		5,062		5,270
SBA pool securities
Due after five years through ten years	6,733		6,521		7,967		7,931
Due after ten years	4,507		4,257		5,064		4,979
Residential mortgage-backed securities	148,417		147,333		50,251		50,978
Commercial mortgage-backed securities	22,015		21,002		24,721		24,373
Total available-for-sale	$	212,096	$	209,180	$	119,503	$	120,121

Investment securities held-to-maturity:
Municipal securities
Due after five years through ten years	$	1,588	$	1,549	$	1,588	$	1,641
Due after ten years	6,939		6,665		7,000		7,000
Residential mortgage-backed securities	7,928		7,572		9,100		9,043
Commercial mortgage-backed securities	3,928		3,928		4,001		4,001
Total held-to-maturity	$	20,383	$	19,714	$	21,689	$	21,685

There were three investment securities available-for-sale called, matured, or paid off during the nine months ended September 30, 2018, and five investment securities called, matured, or paid off during the nine months ended September 30, 2017. There were no gross gains or losses for the investment securities that were called, matured, or paid off during the nine months ended September 30, 2018, or 2017.

There were no transfers from investment securities available-for-sale to investment securities held-to-maturity during the nine months ended September 30, 2018, or 2017.

The following table summarizes the investment securities that were pledged as collateral at September 30, 2018, and December 31, 2017:



(in thousands)	September 30, 2018		December 31, 2017
Public deposits	$	84,852	$	60,415
Securities sold under repurchase agreements	21,327		19,485
Total pledged securities	$	106,179	$	79,900

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3. Loans Held-for-Sale

Residential mortgage loans held-for-sale are carried at fair value and SBA and indirect automobile loans held-for-sale are carried at the lower of cost or fair value. The following table summarizes loans held-for-sale at September 30, 2018, and December 31, 2017:



(in thousands)	September 30, 2018		December 31, 2017
Residential mortgage	$	328,090	$	269,140
SBA	18,229		13,615
Indirect automobile	25,000		75,000
Total loans held-for-sale	$	371,319	$	357,755

During the nine months ended September 30, 2018, and 2017, the Company transferred loans with unpaid principal balances of $2.8 million and $3.1 million, respectively, to the held for investment residential mortgage portfolio.

The Company had no residential mortgage loans held-for-sale pledged to the FHLB at September 30, 2018. The Company had residential mortgage loans held-for-sale with unpaid principal balances of $154.2 million pledged to the FHLB at December 31, 2017.

4. Loans

Loans outstanding, by class, are summarized in the following table at carrying value and include net unamortized costs of $31.5 million and $35.9 million at September 30, 2018, and December 31, 2017, respectively. Acquired loans represent previously acquired loans including $2.3 million in loans covered under Loss Share Agreements with the FDIC at December 31, 2017. On June 27, 2018, the Bank entered into an agreement with the Federal Deposit Insurance Corporation (the "FDIC") to terminate the loss share agreements entered into with the FDIC in 2011 and 2012. Fidelity made a cash payment, previously accrued, of approximately $632,000 to the FDIC as consideration for the early termination of the agreements. As a result, at September 30, 2018 there were no loans covered by Loss Share Agreements.

Legacy loans represent existing portfolio loans originated by the Bank prior to each acquisition, additional loans originated subsequent to each acquisition and Government National Mortgage Association ("GNMA") optional repurchase loans (collectively, “legacy loans”).



	September 30, 2018
	Loans
(in thousands)	Legacy		Acquired		Total
Commercial	$	829,061	$	111,369	$	940,430
SBA	156,613		6,534		163,147
Total commercial loans	985,674		117,903		1,103,577

Construction	259,907		2,141		262,048

Indirect automobile	1,588,419		—		1,588,419
Installment loans and personal lines of credit	28,214		1,046		29,260
Total consumer loans	1,616,633		1,046		1,617,679
Residential mortgage	553,644		17,437		571,081
Home equity lines of credit	140,332		12,236		152,568
Total mortgage loans	693,976		29,673		723,649
Total loans	$	3,556,190	$	150,763	$	3,706,953

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	December 31, 2017
	Loans
(in thousands)	Legacy		Acquired		Total
Commercial	$	675,544	$	135,655	$	811,199
SBA	133,186		8,022		141,208
Total commercial loans	808,730		143,677		952,407

Construction	243,112		5,205		248,317

Indirect automobile	1,716,156		—		1,716,156
Installment loans and personal lines of credit	24,158		1,837		25,995
Total consumer loans	1,740,314		1,837		1,742,151
Residential mortgage	461,194		28,527		489,721
Home equity lines of credit	131,049		17,321		148,370
Total mortgage loans	592,243		45,848		638,091
Total loans	$	3,384,399	$	196,567	$	3,580,966

The Company has extended loans to certain officers and directors. The Company does not believe these loans involve more than the normal risk of collectability or present other unfavorable features when originated. None of the related party loans were classified as nonaccrual, past due, restructured, or potential problem loans at September 30, 2018, or December 31, 2017.

Nonaccrual Loans

The accrual of interest income is generally discontinued when a loan becomes 90 days past due. Past due status is based on the contractual terms of the loan agreement. A loan may be placed on nonaccrual status sooner if reasonable doubt exists as to the full, timely collection of principal or interest. When a loan is placed on nonaccrual status, previously accrued and uncollected interest is reversed against current period interest income. If a borrower on a residential mortgage loan previously sold makes no payment for three consecutive months, the Company, as servicer, may exercise its option to repurchase the delinquent loan from its securitized loan pool in an amount equal to 100% of the loan’s remaining principal balance less the principal payments advanced to the pool prior to the buyback, in which case no previously accrued interest would be reversed since the loan was previously sold. Interest advanced to the pool prior to the buyback is capitalized for future reimbursement as part of the government guarantee. Subsequent interest collected on nonaccrual loans is recorded as a principal reduction. Nonaccrual loans are returned to accrual status when all contractually due principal and interest amounts are brought current and the future payments are reasonably assured.

Loans in nonaccrual status are presented by class of loans in the following table. The Company has repurchased certain GNMA government-guaranteed loans, which are accounted for in nonaccrual status. The Company’s loss exposure on government-guaranteed loans is mitigated by the government guarantee in whole or in part. Purchased credit impaired (“PCI”) loans are considered to be performing due to the application of the accretion method and are excluded from the table.



(in thousands)	September 30, 2018		December 31, 2017
Commercial	$	12,187	$	11,314
SBA	5,589		2,503
Total commercial loans	17,776		13,817

Construction	242		4,520

Indirect automobile	1,490		1,912
Installment loans and personal lines of credit	397		440
Total consumer loans	1,887		2,352
Residential mortgage	30,045		23,169
Home equity lines of credit	3,223		3,154
Total mortgage loans	33,268		26,323
Total nonaccrual loans	$	53,173	$	47,012

If such nonaccrual loans had been on a full accrual basis, interest income on these loans for the three months ended September 30, 2018, and 2017, would have been $546,000 and $559,000, respectively. For the nine months ended September 30, 2018, and 2017, the interest income on these loans would have been $1.5 million and $1.1 million, respectively. Residential mortgage loans

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on nonaccrual status include $27.2 million and $19.5 million in repurchased GNMA government-guaranteed loans at September 30, 2018, and December 31, 2017, respectively.

Accruing loans delinquent 30-89 days, 90 days or more, and troubled debt restructured loans (“TDRs”) accruing interest, including PCI loans, presented by class of loans at September 30, 2018, and December 31, 2017, were as follows:



	September 30, 2018						December 31, 2017
(in thousands)	Accruing Delinquent 30-89 Days		Accruing Delinquent 90 Days or More		TDRs Accruing		Accruing Delinquent 30-89 Days		Accruing Delinquent 90 Days or More		TDRs Accruing
Commercial	$	1,932	$	5,915	$	8,063	$	3,821	$	5,722	$	8,468
SBA	1,438		97		1,420		5,560		70		3,800
Construction	—		46		—		—		102		—
Indirect automobile	2,659		26		2,282		3,971		87		1,960
Installment and personal lines of credit	9		—		31		449		—		33
Residential mortgage	514		2,761		2,384		7,447		268		495
Home equity lines of credit	306		13		354		831		64		51
Total	$	6,858	$	8,858	$	14,534	$	22,079	$	6,313	$	14,807

TDR Loans

During the three months ended September 30, 2018, loans in the amount of $4.7 million were restructured and modified for term, and $2.3 million of loans were modified for interest. The modified loans were commercial, mortgage, indirect automobile, installment and home equity lines of credit. During the nine months ended September 30, 2018, the amount of loans that were modified for term was $9.2 million, which were commercial, installment, mortgage, indirect automobile and home equity loans. There were $2.3 million of mortgage and commercial loans modified for interest rate. During the three months ended September 30, 2017, no loans were modified for term or interest. During the the nine months ended September 30, 2017, there were TDR loans of $4.4 million modified for term and $2.8 million modified for interest rate, all of which were commercial loans. Modified PCI loans are not removed from their accounting pool and accounted for as TDRs, even if those loans would otherwise be deemed TDRs.

During the three months ended September 30, 2018, and 2017, the amount of loans which were restructured in the past twelve months and subsequently redefaulted was $4.0 million and $54,000, respectively. The defaulted loans were commercial, mortgage indirect, and home equity lines of credit. During the nine months ended September 30, 2018, and 2017, $6.6 million and $252,000 respectively, of loans were restructured and subsequently defaulted, which was comprised of commercial, mortgage, indirect, and HELOCs. The Company defines subsequently redefaulted as a payment default within 12 months of the restructuring date.

The Company had total TDRs with a balance of $23.2 million and $20.7 million at September 30, 2018, and December 31, 2017, respectively. There were $36,000 in net charge-offs of TDR loans for the three and nine months ended September 30, 2018 and net charge-offs of $50,000 and $105,000 for the three and nine months ended September 30, 2017. Net charge-offs on such loans are factored into the rolling historical loss rate, which is used in the calculation of the allowance for loan losses.

The Company was not committed to lend additional amounts to customers with outstanding loans classified as TDRs as of September 30, 2018 or December 31, 2017.

Pledged Loans

Presented in the following table is the unpaid principal balance of loans held for investment that were pledged to the Federal Home Loan Bank of Atlanta (“FHLB of Atlanta”) as collateral for borrowings under a blanket lien arrangement at September 30, 2018, and December 31, 2017:



(in thousands)	September 30, 2018		December 31, 2017
Commercial	$	294,275	$	242,695
Home equity lines of credit	96,957		94,526
Residential mortgage	407,713		351,591
Total	$	798,945	$	688,812

Indirect automobile loans with an unpaid principal balance of approximately $330.0 million at September 30, 2018, and December 31, 2017, respectively, were pledged to the Federal Reserve Bank of Atlanta (“FRB”) as collateral for potential Discount Window borrowings under a blanket lien arrangement.

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Impaired Loans

The following tables present by class the unpaid principal balance, recorded investment and related allowance for impaired legacy loans and acquired non PCI loans at September 30, 2018, and December 31, 2017. Legacy impaired loans include all TDRs and all other nonaccrual loans, excluding nonaccrual loans below the Company’s specific review threshold:



	September 30, 2018						December 31, 2017
(in thousands)	Unpaid Principal Balance		Recorded Investment⁽¹⁾		Related Allowance		Unpaid Principal Balance		Recorded Investment⁽¹⁾		Related Allowance
Impaired Loans with Allowance
Commercial	$	8,345	$	8,210	$	1,012	$	11,877	$	11,824	$	839
SBA	2,679		3,074		185		6,634		5,664		294
Construction	—		—		—		—		—		—
Installment and personal lines of credit	321		263		204		343		290		219
Residential mortgage	3,824		3,787		653		4,838		4,799		616
Home equity lines of credit	806		643		354		831		745		633
Loans	$	15,975	$	15,977	$	2,408	$	24,523	$	23,322	$	2,601



	September 30, 2018				December 31, 2017
(in thousands)	Unpaid Principal Balance		Recorded Investment⁽¹⁾		Unpaid Principal Balance		Recorded Investment⁽¹⁾
Impaired Loans with No Allowance
Commercial	$	15,325	$	13,588	$	14,839	$	12,509
SBA	6,511		3,982		1,815		1,133
Construction	976		242		5,995		4,520
Installment and personal lines of credit	1,445		163		1,445		163
Residential mortgage	36,339		35,441		21,955		21,398
Home equity lines of credit	2,699		2,518		2,452		2,318
Loans	$	63,295	$	55,934	$	48,501	$	42,041

⁽¹⁾The primary difference between the unpaid principal balance and recorded investment represents charge-offs previously taken; it excludes accrued interest receivable due to materiality. Related allowance is calculated on the recorded investment, not the unpaid principal balance.

Included in impaired loans with no allowance are $27.2 million and $19.5 million in government-guaranteed residential mortgage loans at September 30, 2018, and December 31, 2017, respectively. These loans are collateralized by first mortgages on the underlying real estate collateral and are individually reviewed for a specific allowance.

The average recorded investment in impaired loans and interest income recognized for the three and nine months ended September 30, 2018, and 2017, by class, are summarized in the table below. Impaired loans include legacy impaired loans, all TDRs and all other nonaccrual loans including GNMA optional repurchase loans.



	Three Months Ended September 30,
	2018				2017
(in thousands)	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
Commercial	$	22,623	$	72	$	24,544	$	166
SBA	7,585		25		6,583		24
Construction	247		—		5,102		183
Indirect automobile	3,278		73		2,754		77
Installment and personal lines of credit	429		45		559		63
Residential mortgage	37,774		352		20,135		117
Home equity lines of credit	2,895		11		2,961		39
Total	$	74,831	$	578	$	62,638	$	669

Table of Contents




	Nine Months Ended September 30,
	2018				2017
(in thousands)	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
Commercial	$	23,551	$	344	$	22,725	$	552
SBA	7,631		282		8,099		214
Construction	2,095		7		5,816		184
Indirect automobile	3,212		229		2,472		185
Installment and personal lines of credit	438		146		469		142
Residential mortgage	34,526		799		16,272		224
Home equity lines of credit	3,309		38		2,426		78
Total	$	74,762	$	1,845	$	58,279	$	1,579

Credit Quality Indicators

The Company uses an asset quality ratings system to assign a numeric indicator of the credit quality and level of existing credit risk inherent in a loan ranging from 1 to 8, where a higher rating represents higher risk. Management regularly reviews loans in the portfolio to assess credit quality indicators and to determine appropriate loan classification and grading in accordance with the Company’s internal loan policy. These ratings are adjusted periodically as the Company becomes aware of changes in the credit quality of the underlying loans through its ongoing monitoring of the credit quality of the loan portfolio.

Indirect automobile loans typically receive a risk rating only when being downgraded to an adverse rating which typically occurs when payments of principal and interest are greater than 90 days past due. The Company uses a number of factors, including FICO scoring, to help evaluate the likelihood consumer borrowers will pay their credit obligations as agreed. The weighted-average FICO score for the indirect automobile portfolio was 768 and 762 at September 30, 2018, and December 31, 2017, respectively.

The following are definitions of the Company's loan rating categories:

•Pass – Pass loans include loans rated satisfactory with high, good, average or acceptable business and credit risk.

•Special Mention – A special mention loan has potential weaknesses that deserve management’s close attention.

•Substandard – A substandard loan is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. A substandard asset has a well-defined weakness, or weaknesses, that jeopardize the liquidation of the debt.

•Doubtful – Doubtful loans have all the weaknesses inherent in assets classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

•Loss – Loss loans are considered uncollectable and of such little value that their continuance as recorded assets is not warranted.

Table of Contents

The following tables present the recorded investment in loans, by loan class and risk rating category, as of September 30, 2018, and December 31, 2017:



(in thousands)	September 30, 2018
Asset Rating	Commercial		SBA		Construction		Indirect Automobile		Installment and Personal Lines of Credit		Residential Mortgage	Home Equity Lines of Credit	Total
Pass	$	900,611	$	150,685	$	246,987	$	—	$	28,691	$

Closing Price ($)	Shares Out (MM)	Market Cap ($MM)
$32.53	27	$887

10-Q	2018-09-30	Quarter: 2018-09-30
10-Q	2018-06-30	Quarter: 2018-06-30
10-Q	2018-03-31	Quarter: 2018-03-31
10-K	2017-12-31	Annual: 2017-12-31
10-Q	2017-09-30	Quarter: 2017-09-30
10-Q	2017-06-30	Quarter: 2017-06-30
10-Q	2017-03-31	Quarter: 2017-03-31
10-K	2016-12-31	Annual: 2016-12-31
10-Q	2016-09-30	Quarter: 2016-09-30
10-Q	2016-06-30	Quarter: 2016-06-30
10-Q	2016-03-31	Quarter: 2016-03-31
10-K	2015-12-31	Annual: 2015-12-31

8-K	2019-01-18	Other Events, Exhibits
8-K	2019-01-18	Earnings, Exhibits
8-K	2018-12-17	Enter Agreement, Other Events, Exhibits
8-K	2018-11-26	Regulation FD, Exhibits
8-K	2018-10-19	Other Events, Exhibits
8-K	2018-10-19	Earnings, Exhibits
8-K	2018-08-31	Other Events
8-K	2018-07-27	Regulation FD, Exhibits
8-K	2018-07-20	Other Events, Exhibits
8-K	2018-07-20	Earnings, Exhibits
8-K	2018-05-08	Regulation FD, Exhibits
8-K	2018-04-27	Officers, Shareholder Vote
8-K	2018-04-20	Other Events, Exhibits
8-K	2018-03-14	Officers
8-K	2018-02-16	Officers, Exhibits
8-K	2018-01-19	Earnings, Exhibits

BBT	BB&T
SIVB	Silicon Valley Bank
BANF	Bancfirst
TBK	Triumph Bancorp
TRST	Trustco Bank N Y
BFST	Business First Bancshares
EVBN	Evans Bancorp
FCCO	First Community
SVBI	Severn Bancorp
HMTA	Hometown Bankshares

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EX-31.2	lion09302018ex312.htm
EX-32.1	lion09302018ex321.htm
EX-32.2	lion09302018ex322.htm